TCR_Public/060622.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 22, 2006, Vol. 10, No. 147

                             Headlines

ACTIVECORE TECH: Posts $1.3 Mil. Net Loss in First Quarter 2006
ACTUANT CORP: Earns $26.8 Million in Third Quarter 2006
AEOLUS PHARMACEUTICALS: Equity Deficit Tops $1.4 Mil. at March 31
AEROSOL PACKAGING: Case Summary & 20 Largest Unsecured Creditors
AFFILIATED COMPUTER: Share Repurchase Plan Cues S&P to Cut Ratings

AIRADIGM COMMS: Files Schedules of Assets and Liabilities
AIRWAY INDUSTRIES: Creditors Have Until July 17 to File Claims
ALISON GEM: Trustee Wants June 30 as Deadline to File Claims
ALISON GEM: Sells Inventory to Royal Diamond & Diamond Traders
ALL-AMERICAN SPORTPARK: Files Amended 2004 Annual Report

ALLIANCE LAUNDRY: Sells AJAX Trademark to Sankosha for $1.2 Mil.
ALLIANCE LAUNDRY: S&P Affirms B Rating on Senior Secured Loans
ALLIED HOLDINGS: Teamsters Authorize Strikes If Contracts Voided
ALLSERVE SYSTEMS: Trustee Can File Removal Notices Until August 4
AMCAST INDUSTRIAL: Can Employ Thompson Hine as Special Counsel

AMCAST INDUSTRIAL: Court Moves Plan Filing Deadline to Sept. 27
AMERICAN MOULDING: Stancil & Company's Scope of Work Expanded
BACHRACH CLOTHING: Taps Alliance Management as Financial Advisor
BACHRACH CLOTHING: Has Until July 7 to File Schedules
BLUE BEAR: Files Amended Joint Plan of Reorganization in Colorado

BREUNERS HOME: Employs Andrew Sklar to Collect Judgments
BROADCAST INT'L: Mar. 31 Balance Sheet Upside-Down by $2.5 Million
BROOKS SAND: Ch. 11 Trustees Want Lease Decision Period Extended
CATHOLIC CHURCH: Court Approves Portland's Disclosure Statement
CATHOLIC CHURCH: Dist. Ct. Remands Property Dispute to Bankr. Ct.

CATHOLIC CHURCH: Spokane Amends Tort Claim Sharing Protocol
CEDAR FAIR: Moody's Puts Ba3 Rating on Sr. Sec. Credit Facility
CITRUS VALLEY: Good Performance Prompts S&P to Lift Rating to BB+
COFFEE PACIFICA: Williams & Webster Expresses Going Concern Doubt
COLLINS & AIKMAN: Selling Sundry Assets for $908,500

CONGOLEUM CORP: March 31 Balance Sheet Upside-Down by $44.6 Mil.
CONSECO FINANCE: Moody's Reviews Rating on Cert. & May Downgrade
CRYSTAL RIVER: Fitch Holds BB+ Rating on $10.75 Million Notes
DELPHI CORP: Outlines Lift-Stay Request Procedures
DI GIORGIO: Adequate Notes Funding Cues S&P to Withdraw Ratings

DIALOG GROUP: March 31 Balance Sheet Upside-Down by $4.1 Million
E*TRADE ABS: Fitch Affirms BB+ Rating on $5 Million Class D Notes
E*TRADE ABS: S&P Puts Junk Ratings on Negative Watch
EAGLEPICHER HOLDINGS: Has Until Sept. 3 to Decided on Leases
EAST CAMERON: S&P Junks Rating on $165.67 Mil. Trust Certificates

EASY GARDENER: Completes $58.7 Million Assets Sale to Green Thumb
GARY RICHARDS: Case Summary & 18 Largest Unsecured Creditors
GENERAL MOTORS: Fitch Rates New $4.48 Billion Facility at BB
GIBRALTAR LTD: S&P Holds Rating on Class C Notes & Removes Watch
GROUP 1 AUTOMOTIVE: Prices $250 Million of 2.25% Convertible Notes

GROUP 1 AUTOMOTIVE: Higher Debt Levels Cue S&P's Negative Outlook
HEADWATERS INC: Offering $150MM of Sr. Notes in Private Placement
HEADWATERS INC: Moody's Rates Proposed $150 Million Notes at B3
HEADWATERS INC: S&P Rates Proposed $150 Million Subor. Notes at B
HEATING OIL: Units Want CCAA Court to Implement Confirmation Order

IRIDIUM SATELLITE: Moody's Junks Rating on Senior Sec. Facility
ISORAY INC: Posts $1.6 Mil. Net Loss for 3rd Qtr. Ended March 31
IVI COMMUNICATIONS: Bagel Josephs Expresses Going Concern Doubt
J.L. FRENCH: Delaware Court Confirms Plan of Reorganization
KAMP RE: S&P Retains Negative Watch on CC-Rated $190 Million Note

MEDIQUIP HOLDINGS: Malone & Bailey Expresses Going Concern Doubt
MERRILL LYNCH: Fitch Lifts Ratings on Class B-2 & B-5 Certificates
MICROFIELD GROUP: Posts $5.2 Mil. Net Loss in 2006 1st Fiscal Qtr.
MIRANT CORP: Creditors Committee Objects to Professional Fees
MIRANT CORP: Court Denies Shareholders' Move for Protective Order

NATIONAL ENERGY: USGen Files Post-Confirmation Reports
NATIONAL ENERGY: Posts $857,058 Net Sales in Qtr. Ended April 30
NVE INC: Gets Court Nod to Enter Insurance Accord with A.I.Credit
OCA INC: Court Dismisses Motions Enforcing Automatic Stay
OPTICAL DATACOMM: Court Converts Ch. 11 Case to Ch. 7 Liquidation

OXFORD MEDIA: March 31 Working Capital Deficit Tops $4.4 Million
PARMALAT USA: Grand Cayman Court Appoints Kroll as Liquidator
PARMALAT USA: Creditors Approve Parmalat Brasil Sale to LatAm
PENN NATIONAL: Ernst & Young Replaces BDO Seidman as Auditor
PLATFORM LEARNING: Case Summary & 20 Largest Unsecured Creditors

PLIANT CORP: Files Third Amended Plan of Reorganization in Del.
POPE & TALBOT: Debt Refinancing Prompts Moody's to Junk Rating
PREMIUM PAPERS: Sells SMART Papers to Unidentified Company
PRICE OIL: Court Extends Lease Decision Period to July 20
PRIDE BUSINESS: Malone & Bailey Expresses Going Concern Doubt

PRIMUS TELECOMMS: Receives Nasdaq Delisting Notice on Common Stock
PROCARE AUTOMOTIVE: Wants to Use Cash Collateral to Wind Down
PROCARE AUTOMOTIVE: Wants Court to Set July 17 as Claims Bar Date
PRUDENTIAL COMMERCIAL: Fitch Ups Ratings on $36 Mil. Class Certs.
REDMAN LLC: Case Summary & 12 Largest Unsecured Creditors

REDPRAIRIE CORP: Moody's Junks Rating on $45 Million Senior Loan
REPUBLIC STORAGE: Wants Court OK to Terminate Retiree Benefits
RESI FINANCE: Fitch Upgrades Ratings on 17 Class Certificates
RESMED INC: Notes Conversion Prompts S&P to Withdraw BB- Rating
SAGAMORE HOLDINGS: April 2 Balance Sheet Upside-Down by $3.8 Mil.

SCHOLASTIC CORP: Low Revenues Prompt Moody's to Downgrade Rating
SEARS HOLDINGS: Fitch Affirms BB Rating on Senior Notes
SILICON GRAPHICS: Gets Okay to Hire Ordinary Course Professionals
SILICON GRAPHICS: Court Gives Nod on AlixPartners as Advisors
SIVAULT SYSTEMS: March 31 Working Capital Deficit Tops $4.8 Mil.

SMARTIRE SYSTEMS: Posts $4.2 Mil. Net Loss in Third Fiscal Quarter
STATER BROS: Credit Metrics Decline Cues S&P to Cut Ratings to B+
STEVEN SHELTON: Voluntary Chapter 11 Case Summary
STEWART & STEVENSON: S&P Rates $150 Million Senior Notes at B-
STRIKEFORCE TECH: Incurs $1.3 Million Net Loss in First Quarter

SUNSTATE EQUIPMENT: Good Performance Cues S&P's Positive Outlook
SUPERCLICK INC: April 30 Balance Sheet Upside-Down by $1.5 Million
THREE-FIVE SYSTEMS: Settles Claims Litigation with TFS Electronic
TRANSDIGM INC: Prices $275 Million of 7-3/4% Senior Subor. Notes
TRANSDIGM INC: Moody's Puts B3 Rating on Senior Subordinated Bond

TRANSDIGM INC: S&P Rates Proposed $275 Million Subor. Notes at B-
TRUST ADVISORS: Can Hire Heller Ehrman to Litigate v. Grafton
USA COMMERCIAL: Section 341(a) Meeting Will Continue on July 12
USG CORP: Sets June 30 Record Date for Rights Offering
VIPER NETWORKS: Armando Ibarra Raises Going Concern Doubt

WCA WASTE: Moody's Rates Proposed $150 Million Senior Notes at B2
WCA WASTE: S&P Rates Proposed $150 Million Senior Notes at B-
WINN-DIXIE: Allows Sylvania Lighting's $1.4 Million Claims

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ACTIVECORE TECH: Posts $1.3 Mil. Net Loss in First Quarter 2006
---------------------------------------------------------------
Activecore Technologies, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on June 1, 2006.

The Company reported a $1,316,057 net loss on $1,654,031 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $9,123,858
in total assets, $7,061,104 in total liabilities, and $2,062,754
in positive stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $3,595,239 in total current assets available to pay
$6,304,365 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bbd

                   About ActiveCore Technologies

ActiveCore Technologies, Inc. -- http://www.ActiveCore.com/--   
fka IVP Technology Corporation operates a group of subsidiaries
and divisions in the U.S. and Canada that offer a Smart Enterprise
Suite of products and services.  The Company integrates, enables,
and extends functions performed by current and legacy IT systems.
Its products encompass web portals, enterprise middleware, mobile
data access, data management and system migration applications.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2006,
Weinberg & Company, P.A., in Boca Raton, Florida, raised
substantial doubt about ActiveCore Technologies' ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditors pointed to the Company's net loss, negative
cash flow from operations, working capital deficiency, and
accumulated deficit.


ACTUANT CORP: Earns $26.8 Million in Third Quarter 2006
-------------------------------------------------------
Actuant Corporation (NYSE:ATU) reported record sales and earnings
for its third quarter ended May 31, 2006.  Third quarter fiscal
2006 net earnings was $26.8 million compared to net earnings of
$20.0 million for the third quarter of fiscal 2005.

Net earnings for the nine months ended May 31, 2006 was
$67.4 million compared to $52.1 million for the comparable prior
year period, representing an increase of 29%.

Third quarter sales increased approximately 17% to $316.7 million
compared to $271.7 million in the prior year, driven by strong
base business growth and revenues from acquired businesses.
Excluding foreign currency exchange rate changes and sales from
acquired businesses, third quarter sales increased approximately
11% from the comparable prior year period.  Sales for the nine-
months ended May 31, 2006 were $876.6 million, approximately 24%
higher than the $706.7 million in the comparable prior year
period, reflecting sales volume added through business
acquisitions and strong base business growth.  Excluding the
impact of foreign currency rate changes and sales from acquired
businesses, sales increased 7% for the nine-month period.

Net debt at May 31, 2006 was approximately $460 million (gross
debt of $479 million less approximately $19 million of cash),
compared to $417 million at the beginning of the quarter.  The
increase in debt during the quarter was attributable to the $95
million of borrowings to fund the D.L. Ricci and Precision Sure-
Lock acquisitions, partially offset by approximately $52 million
of third quarter cash flow.  Availability under the Company's
revolving credit facility remained strong at approximately $171
million as of May 31, 2006.

Third quarter Tools & Supplies segment sales were $193 million, an
approximate 22% increase over fiscal 2005.  Excluding foreign
currency exchange rate changes and sales from acquired businesses,
segment sales increased approximately 10% from the comparable
prior year period, driven by continued growth in shipments to the
industrial tools and electrical markets.  Fiscal 2006 third
quarter Engineered Solutions segment sales increased approximately
9% year-over-year to $124 million.  Excluding foreign currency
exchange rate changes, Engineered Solutions sales increased 11%, a
significant improvement from the -1% year-over-year sales change
in the second quarter, driven primarily by the substantial
increase in automotive convertible top system sales.

Robert C. Arzbaecher, President and CEO of Actuant, commented, "We
are pleased with third quarter results, especially the 11% sales
growth (excluding currency and acquisitions) and the $52 million
of cash flow. We continued to see strong demand from a number of
our end markets during the quarter, including industrial tools and
electrical products, as well as the acceleration in automotive
convertible top sales growth.  The acquisitions of D.L. Ricci and
Precision Sure-Lock in April also added a combined $5.3 million to
third quarter revenues.  These two businesses complement our
existing industrial tools platforms by providing us new products
and services that can be combined with our existing offerings to
deliver more value to customers."

"Actuant's third quarter operating profit margins improved
approximately 100 basis points year-over-year, the combined result
of favorable sales and acquisition mix, increased fixed cost
absorption, cost reductions and increased low cost country
sourcing.  While we were pleased with these improvements, certain
of our businesses are not meeting our margin expectations.  This
includes automotive due to start-up inefficiencies, European
electrical due to a high cost structure, and recreational vehicle
due to current industry shipment levels.  In addition, a number of
businesses experienced sharp increases in the cost of commodities
such as electrical steel, plastic resins and copper during the
quarter.  While we are working hard to manage all of these issues,
we expect them to reduce the year-over-year margin growth in the
fourth quarter and into 2007."

"We made progress during the quarter on restructuring plans for
the European electrical business, and expect to begin a multi-
faceted program in the next quarter to reduce costs and streamline
the business, including shifting labor intensive work out of high-
cost regions, outsourcing certain functions to third parties,
reducing or eliminating low-margin product lines, and
consolidating facilities.  While the details of all actions have
yet to be finalized, we expect the aggregate pre-tax restructuring
costs to be in the range of $17-20 million (approximately $0.49-
0.58 per diluted share), to be recognized starting in the fourth
quarter and continuing through the end of fiscal 2007.  We
anticipate annual pre-tax savings from the restructuring of
approximately $7-8 million when fully completed, which we expect
in the beginning of fiscal 2008."

Arzbaecher concluded, "This brings us to our outlook for the final
quarter of fiscal 2006 and our initial view on fiscal 2007.  We
are expecting fourth quarter results to be similar to those
generated in the third quarter (excluding the third quarter tax
adjustments), with sales in the range of $310-320 million and EPS
of $0.73-0.78 per share, excluding European electrical
restructuring costs.  Fourth quarter year-over-year sales and EPS
growth are forecasted to be in the 15-19% and 16-24% ranges,
respectively.  Based on these estimates, our fiscal 2006 full year
outlook for sales is $1.187-1.196 billion and EPS is $2.92-2.97,
again excluding European electrical restructuring costs.  Based on
an assessment of our markets and the broader economy, as well as a
full year's benefit of this year's acquisitions, we anticipate
continued sales and EPS growth in 2007.  We anticipate fiscal 2007
sales in the range of $1.29-1.31 billion and EPS of $3.15-3.35 per
diluted share, excluding European electrical restructuring costs
and future acquisitions.  We are optimistic about Actuant's future
and believe the ongoing execution of our business model will
continue to reward shareholders."

                       About Actuant Corp

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

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


AEOLUS PHARMACEUTICALS: Equity Deficit Tops $1.4 Mil. at March 31
-----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., reported a $839,000 net loss on
$91,000 of revenues for the three months ended March 31, 2006,
compared to a $1.6 million net loss on $6,000 of revenues for the
same period in 2005.

At March 31, 2006, the Company's balance sheet showed $1.1 million
in total assets and $2.2 million in total liabilities, resulting
in a $1.4 million stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $669,000 in total current assets available to pay
$2.2 million in total current liabilities coming due within the
next 12 months.

As of March 31, 2006, the Company's accumulated deficit widened to
$149.5 million from an accumulated deficit of $147 million at
Sept. 30, 2005.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bc7

                        About Aeolus

Aeolus Pharmaceuticals, Inc. -- http://www.incara.com/-- is  
developing a variety of therapeutic agents based on its
proprietary small molecule catalytic antioxidants, with AEOL 10150
being the first to enter human clinical evaluation.  AEOL 10150 is
a patented, small molecule catalytic antioxidant that has shown
the ability to scavenge a broad range of reactive oxygen species,
or free radicals.  Because oxygen-derived free radicals are
believed to have an important role in the pathogenesis of many
diseases, Aeolus' catalytic antioxidants are believed to have a
broad range of potential therapeutic uses.

                      Going Concern Doubt

Haskell & White LLP expressed substantial doubt about Aeolus'
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Sept. 30,
2005.  The auditing firm pointed to the Company's recurring losses
from operations as well as stockholders' equity and working
capital deficiencies.


AEROSOL PACKAGING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Aerosol Packaging, LLC
        Aerosol Specialties
        189 Etowah Industrial Court
        Canton, Georgia 30114
        Tel: (770) 425-0114
        Fax: (770) 425-8634

Bankruptcy Case No.: 06-67096

Type of Business: The Debtor is a manufacturer, and a private
                  label & contract filler of aerosol, liquid
                  filling products, durable undercoatings, paints,
                  fabric treatments, and personal care items.
                  See http://www.aerosolspecialties.com/

Chapter 11 Petition Date: June 21, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: J. Christopher Miller, Esq.
                  Robinson, Jampol, Schleicher & Jacobs LLP
                  Suite 350
                  11625 Rainwater Drive
                  Alpharetta, Georgia 30004
                  Tel: (770) 667-1290

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Aeropres Corporation              Trade Debts            $444,477
P.O. Box 78588
Shreveport, LA 71137-8588

United States Can Company         Trade Debts            $253,450
LBX 1187
Chicago, IL 60674

BWAY Corporation                  Trade Debts            $156,270
P.O. Box 277306
Atlanta, GA 30384-7306

Crown Cork & Seal USA Inc.        Trade Debts            $145,116

CL&D Graphics                     Trade Debts            $132,239

Ashland Chemical Company          Trade Debts            $111,136

Overnite Transport                Trade Debts            $111,070

Design Packaging Inc.             Trade Debts            $110,348

Temps Excel Inc.                  Trade Debts             $92,722

Univar USA Inc.                   Trade Debts             $75,366

Navigant Consulting               Trade Debts             $69,000

Precision Valve Corporation       Trade Debts             $64,501

Summit Packaging Systems          Trade Debts             $61,889

Newman Green                      Trade Debts             $55,139

Seaquist Perfect Dispensing       Trade Debts             $53,382

Owens Corning                     Trade Debts             $47,502

Alchem Chemical Company           Trade Debts             $47,255

CCL Container                     Trade Debts             $44,829

Brenntag Mid-South Inc.           Trade Debts             $39,084

Losorea                           Trade Debts             $25,638


AFFILIATED COMPUTER: Share Repurchase Plan Cues S&P to Cut Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings to 'BB' from `BB+' for Affiliated
Computer Services Inc.  The ratings remain on CreditWatch with
negative implications, where they were placed Jan. 27, 2006.

"The rating action follows the announcement that ACS' board
authorized a $1 billion share repurchase program, representing
about 18% of total outstanding shares at current market value; ACS
has not given a timetable for when it plans to buy back these
shares," said Standard & Poor's credit analyst Philip Schrank.
This latest authorization comes on the heels of the $465 million
share tender in March 2006.

Although ACS can absorb this additional $1 billion share
repurchase, the downgrade to 'BB' reflects the capacity the
company has put in place to add significantly more debt through
both a $1 billion debt revolver, and $3.75 billion of uncommitted
accordion loans, with very flexible loan covenants.  At the 'BB'
rating level, S&P's expectation is that ACS will manage its debt
leverage at between 3x-5x times over the intermediate term, and
may pursue further repurchases or acquisitions.  The $1 billion
repurchase would increase debt to EBITDA to over 3x from the 2x
range in March 2006.

Ratings support is provided by ACS':

    * growing, annuity-like revenue streams;
    * solid historic profitability; and
    * stable cash-flow generation.

ACS has performed better than most of its peers in the currently
challenging IT spending environment and has achieved higher
margins, while many competitors have experienced revenue
deceleration and margin contraction.  While ACS faces competitive
threats from larger, more globally positioned IT providers, the
company's very strong position in state and local government
outsourcing services provides a measure of ratings stability.

The ratings remain on CreditWatch with negative implications
because of the SEC informal investigation into ACS option grants
from October 1998 through March 2005.  The board of directors at
ACS has engaged its outside legal counsel to lead its internal
investigation.  S&P will continue to monitor developments in
regard to the SEC investigation, pending litigation, and any
changes to strategy and corporate governance practices to
determine what, if any, affect they have on debt ratings.


AIRADIGM COMMS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Airadigm Communications, Inc., delivered to the U.S. Bankruptcy
Court for the Western District of Wisconsin its schedules of
assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               
  B. Personal Property          $37,845,616
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $187,848,488
  E. Creditors Holding
     Unsecured Priority Claims                         $163,822
  F. Creditors Holding                                 $490,981
     Unsecured Nonpriority
     Claims
                                -----------         -----------
     Total                      $37,845,616        $188,503,291

Headquartered in Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless
phone services through its Einstein PCS wireless networking
technology.  The company filed for chapter 11 protection on July
28, 1999 (Bankr. W.D. Wis. Case No. 99-33500).  The Court
confirmed its plan of reorganization in 2000.

The company filed a second chapter 11 petition on May 8, 2006
(Bankr. W.D. Wis. Case No. 06-10930).  Kathryn A. Pamenter, Esq.,
and Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black,
Rosenbloom & Moritz, Ltd., represent the Debtor in its new
bankruptcy proceedings.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's new bankruptcy case.
In its second bankruptcy filing, the Debtor estimated assets
between $10 million to $50 million and debts of more than
$100 million.


AIRWAY INDUSTRIES: Creditors Have Until July 17 to File Claims
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania in Pittsburgh established
4:00 p.m. of these bar dates as the deadline for all creditors
owed money by Airway Industries, Inc., on account of claims
arising prior to Jan. 20, 2006, to file their proofs of claim:

   (a) the General Bar Date is July 17, 2006;

   (b) the Amended Schedules Bar Date is 30 days after a claimant
       is served with notice that the Debtor has amended its
       Schedules, reducing, deleting, or changing the status of a
       scheduled claim of a claimant as the bar date for filing a
       proof of claim in respect of that amended scheduled claim;

   (c) the Rejection Bar Date is 30 days after the effective date
       of any order authorizing the rejection of an executory
       contract or unexpired lease by which a proof of claim
       relating to the Debtor's rejection of that contract or
       lease must be filed;

   (d) the Governmental Bar Date is July 19, 2006.

Creditors must file signed original written proofs of claim on or
before the Bar Dates and those forms must be delivered to:

             Clerk of the Bankruptcy Court
             Western District of Pennsylvania
             USX Tower, Suite 5490
             600 Grant Street
             Pittsburgh, PA 15219

Proofs of claim submitted by facsimile or e-mail will not be
accepted.

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,   
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


ALISON GEM: Trustee Wants June 30 as Deadline to File Claims
------------------------------------------------------------
Donald A. Palmieri, the Chapter 11 Trustee of Alison Gem Corp.,
asks the U.S. Bankruptcy Court for the Southern District of New
York in Manhattan to fix 5:00 p.m. on June 30, 2006, as the
deadline for all creditors, including governmental units, owed
money by Alison Gem Corp. on account of claims arising prior to
Jan. 25, 2005, to file their proofs of claim.

The Chapter 11 Trustee also wants any entity holding a claim from
the rejection of an unexpired lease or executory contract:

   -- to file a proof of claim on or before July 7, 2006, if the
      order authorizing that rejection is dated at least 10 days
      prior to June 30, 2006; or

   -- to file a proof of claim on or before July 14, 2006, if the
      order authorizing that rejection is dated less than 10 days
      prior to June 30, 2006.

Creditors must file written proofs of claim on or before the
June 30 Claims Bar Date and those forms must be received by:

               Clerk of the Bankruptcy Court
               Southern District of New York
               Alexander Hamilton Custom House, 6th Floor
               One Bowling Green
               New York, NY 10004-1408
    
Proofs of claim submitted by facsimile, telecopy or electronic
mail will not be accepted.

Headquartered in New York City, New York, Alison Gem Corp., is a
manufacturer and wholesaler of jewelry goods selling both diamond
and colored stone jewelry to a variety of major retailers, small
local retail chains, and single family owned retail stores.  The
Company filed for chapter 11 protection on January 25, 2005
(Bankr. S.D.N.Y. Case No. 05-10404).  Ian R. Winters, Esq., at
Klestadt & Winters, LLP, represented the Debtor.  Douglas J. Pick,
Esq., at Pick & Saffer LLP represents the Official Committee of
Unsecured Creditors.  Donald A. Palmieri is the Debtor's Chapter
11 Trustee and Douglas J. Pick, Esq., at Pick & Zabicki LLP
represents him.  When the Debtor filed for protection from its
creditors, it reported total assets of $20,600,000 and total debts
of $43,000,000.


ALISON GEM: Sells Inventory to Royal Diamond & Diamond Traders
--------------------------------------------------------------
Donald A. Palmieri, the Chapter 11 Trustee of Alison Gem Corp.,
obtained approval from the Hon. James M. Peck of the U.S.
Bankruptcy Court for the Southern District of New York in
Manhattan for the sale of inventory to:

   (A) Royal Diamond Co. for $542,500 for these assets:

       -- 560 pieces of finished jewelry costing $354,450, for
          $225,000;

       -- 1,627.99 carats of loose stones and pearls and
          11,849.2 grams of castings and findings costing
          $216,801, for $190,000;

       -- scrap gold costing $246,633, for $127,500; and

   (B) Diamond Traders International for 574 pieces of finished
       jewelry costing $351,811, for $180,000.

Judge Peck ordered that the Chapter 11 Trustee sell, convey,
transfer and deliver the assets to Royal Diamond and Diamond
Traders as free and clear of all liens, claims and encumbrances
and to transfer those liens to the net proceeds of the sale of the
inventory.

Headquartered in New York City, New York, Alison Gem Corp., is a
manufacturer and wholesaler of jewelry goods selling both diamond
and colored stone jewelry to a variety of major retailers, small
local retail chains, and single family owned retail stores.  The
Company filed for chapter 11 protection on January 25, 2005
(Bankr. S.D.N.Y. Case No. 05-10404).  Ian R. Winters, Esq., at
Klestadt & Winters, LLP, represented the Debtor.  Douglas J. Pick,
Esq., at Pick & Saffer LLP represents the Official Committee of
Unsecured Creditors.  Donald A. Palmieri is the Debtor's Chapter
11 Trustee and Douglas J. Pick, Esq., at Pick & Zabicki LLP
represents him.  When the Debtor filed for protection from its
creditors, it reported total assets of $20,600,000 and total debts
of $43,000,000.


ALL-AMERICAN SPORTPARK: Files Amended 2004 Annual Report
--------------------------------------------------------
All-American SportPark, Inc., filed an amendment to its 2004
Annual Report on Form 10-KSB/A, with the Securities and Exchange
Commission on June 16, 2006.

This amendment was filed to include a revised report of the
Company's independent registered public accounting firm -- Piercy
Bowler Taylor & Kern -- and to file the consent of Piercy Bowler
relating to that report as an exhibit.

                            Financials

The Company reported a $592,516 net loss on $2,168,802 of revenues
for the year ended Dec. 31, 2004, compared to a $1,653,581 net
loss on $2,152,867 of revenues in 2005.

At Dec. 31, 2004, the Company's balance sheet showed $1,054,053 in
total assets, $7,011,886 in total liabilities, and $411,508 in
minority interest, resulting in a $6,369,341 stockholders'
deficit.

The Company's stockholders' deficiency widened to $7,405,232 at
Dec. 31, 2005.

The Company's working capital deficit also widened to $1,875,279
at Dec. 31, 2005, compared to an $871,980 deficit at Dec. 31,
2004.

                       Going Concern Doubt

Piercy Bowler Taylor & Kern in Las Vegas, Nevada, raised
substantial doubt about All-American SportPark, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended Dec. 31,
2004, and 2003.  The auditor pointed to the Company's recurring
operating losses, negative working capital, and substantial
shareholders' deficiency.

Piercy Bowler also issued a going concern doubt opinion on
All-American 's 2005 Annual Report, citing the same concerns.

Full-text copies of All-American SportPark financial statements
are available for free at:

   Amended 2004
   Annual Report         http://ResearchArchives.com/t/s?bc3

   2005 Annual Report    http://ResearchArchives.com/t/s?bc4

                 About All-American SportPark

All-American SportPark, Inc., manages and operates Callaway Golf
Center(TM).  The CGC includes the Divine Nine par 3 golf course
fully lighted for night golf, a 110-tee two-tiered driving range,
a 20,000 square foot clubhouse which includes the Callaway Golf
fitting center and Pro Shop and two tenants, the Saint Andrews
Golf Shop retail store and a restaurant.  In the January/February
2006 issue of GOLF RANGE MAGAZINE, the CGC was named as the second
best Pro Shop in America.


ALLIANCE LAUNDRY: Sells AJAX Trademark to Sankosha for $1.2 Mil.
----------------------------------------------------------------
Alliance Laundry Systems LLC agreed on June 15, 2006, to sell to
Sankosha Engineering Co. Ltd. certain intellectual property,
including the AJAX trademark and trade name, associated with the
Company's line of AJAX pressing and finishing equipment for
$1.2 million.

The Company may continue to sell pressing and finishing equipment
and accessories using the AJAX trademark or trade name until
Oct. 31, 2006, and may sell service and repair parts using the
AJAX trademark or trade name for 10 years from the date of the
Asset Purchase Agreement.

Alliance disclosed on March 26, 2006, a material impairment in the
value of Alliance's AJAX trademark due to the discontinuance of
the sale of AJAX finished goods and the Company's belief that the
impairment of the AJAX trademark would not result in any future
cash expenditures.  Alliance recorded a $1.4 million non-cash
charge for impairment in the three month period ended March 31,
2006, in connection with that discontinuance.

Alliance Laundry Systems LLC - http://www.comlaundry.com/-- is a  
leading North American manufacturer of commercial laundry products
and provider of services for laundromats, multi-housing laundries
and on-premise laundries.  Alliance offers a full line of washers
and dryers for light commercial and consumer use as well as large
frontloading washers, heavy-duty tumble dryers, and finishing
equipment for heavy commercial use.  The Company's products are
sold under the well-known brand names Speed Queen(R), UniMac(R),
and Huebsch(R).


ALLIANCE LAUNDRY: S&P Affirms B Rating on Senior Secured Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating and its
recovery rating of '3' on Ripon, Wisconsin-based Alliance Laundry
Systems LLC's senior secured credit facilities following its
proposed $65 million add-on credit facilities.  The 'B' bank loan
rating remains at the same level as the corporate credit rating;
this and the '3' recovery rating, indicate that the secured
lenders can expect meaningful (50%-80%) recovery of principal in
the event of default.  The bank loan rating and accompanying
analysis are based on preliminary documentation and subject to
review once final documentation has been received.

"The existing ratings on the company, including its 'B' corporate
credit rating, have been affirmed; the outlook is stable," said
Standard & Poor's credit analyst Jean Stout.

Net proceeds from the $60 million add-on term loan, together with
about $23 million of equity will be used to finance the purchase
of substantially all of Laundry System Group NV's Commercial
Laundry Division operations for approximately EUR59 million.  CLD,
headquartered in Wevelgem, Belgium, markets commercial washer-
extractors, tumbler dryers, and ironers worldwide under the Ipso
and Cissell brand names.  Pro forma for the transaction, Alliance
Laundry would have about $427 million of debt outstanding.

The rating incorporates Alliance Laundry's narrow product
portfolio, high debt leverage and thin credit protection measures.


ALLIED HOLDINGS: Teamsters Authorize Strikes If Contracts Voided
----------------------------------------------------------------
Nearly 3,700 Teamster members working for Allied Holdings, Inc. in
the United States have overwhelmingly authorized a strike in the
event that the U.S. Bankruptcy Court for the Northern District of
Georgia allows the vehicle-hauling company to reject its labor
contract.  Allied, the largest motor carrier in North America
specializing in the delivery of automobiles and light trucks,
distributes new vehicles for the "Big Three" automakers, import
manufacturers, thousands of local auto dealerships and rental car
companies.

"Allied's management should not expect our members to pay for
their mistakes," said Teamsters General President James P. Hoffa.
"Our members' priority is to protect their families."

Teamster drivers, yard personnel and maintenance employees perform
skilled and dedicated professional service in a physically
demanding, time-sensitive industry.

Between June 13 and 20, members working at Allied at jurisdictions
including:

    * Local 25 in Boston;
    * Local 41 in Kansas City, Missouri;
    * Local 63 in Covina, California;
    * Local 79 in Tampa, Florida;
    * Local 120 in St. Paul, Minnesota;
    * Local 312 in Chester, Pennsylvania;
    * Local 364 in South Bend, Indiana;
    * Local 385 in Orlando, Florida;
    * Local 414 in Ft. Wayne, Indiana;
    * Local 449 in Buffalo, New York;
    * Local 509 in Cayce, South Carolina;
    * Local 20 in Toledo, Ohio;
    * Local 5 in Baton Rouge, Louisiana;
    * Local 512 in Jacksonville, Florida;
    * Local 528 in Atlanta;
    * Local 745 in Dallas; and
    * Local 710 in Chicago,

attended specially-called meetings.

Members at the meetings showed overwhelming support for a
resolution authorizing strike action if Allied uses the bankruptcy
court to reject and void Allied's participation in the National
Master Automobile Transporters Agreement and Supplements. These
authorizations follow the similar support received from the
members of Local 332 in Flint, Michigan on June 4.

"We are working with our members and stand solid and united to
protect the contract," said Fred Zuckerman, Director of the
Teamsters Carhaul Division.

Founded in 1903, the Teamsters Union represents more than
1.4 million hardworking men and women in the United States and
Canada.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide     
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


ALLSERVE SYSTEMS: Trustee Can File Removal Notices Until August 4
-----------------------------------------------------------------
Charles A. Stanziale, Jr., the chapter 7 trustee overseeing the
liquidation of Allserve Systems Corp., obtained authority from the
U.S. Bankruptcy Court for the District of New Jersey to file
notices of removal until Aug. 4, 2006.

The Chapter 7 Trustee told the Court that since his appointment
came less than a month prior to the February 18, 2006 removal
deadline, the extension will allow him to complete his
determination of whether there are any existing litigation matters
that require a Notice of Removal.  

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry.  Allserve
filed for chapter 11 protection on November 18, 2005 (Bankr.
D. N.J. Case No. 05-60401).  Barry W. Frost, Esq., at Teich Groh
represented the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case.
On Jan. 18, 2006, the Debtor's chapter 11 case was converted into
a chapter 7 liquidation proceeding.  Kelly Beaudin Stapleton, the
U.S. Trustee for Region 3 named Charles A. Stanziale, Jr., Esq.,
at McElroy, Deutsch, Mulvaney & Carpenter, as chapter 7 Trustee
for the Debtor.  Jeffrey Bernstein, Esq., and Jeffrey Thomas
Testa, Esq., at McElroy, Deutsch, Mulvaney, & Carpenter, LLP serve
as the Chapter 7 Trustee's attorneys.  When the Debtor filed for
protection from its creditors, it estimated assets between 10
million to $50 million and debts between $50 million to $100
million.


AMCAST INDUSTRIAL: Can Employ Thompson Hine as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana for
allowed Amcast Industrial Corporation and Amcast Automotive of
Indiana, Inc., to employ Thompson Hine LLP as their special
counsel.

The Debtors told the Court that Thompson Hine was Amcast
Industrial's lead bankruptcy counsel in Amcast Industrial's
previous chapter 11 filing.

Thompson Hine will:

    a) prosecute objections to alleged secured, priority and
       administrative claims in Case No. 04-40504 as necessary;

    b) work towards the settlement and dismissal, or prosecution,
       if necessary, of an adversary proceeding pending in the
       Ohio Court against Clean Earth, Incorporated to avoid a
       $1 million mechanics lien against property in Stowe,
       Pennsylvania which is subject to a contract to sell to a
       third party for approximately $1 million;

    c) review documents and create a privilege log, in connection
       with a demand for production of documents served by the
       Liquidating Trustee under Old Amcast's confirmed Plan
       relating to claims against Old Amcast's former officers and
       directors arising from certain supplemental executive
       retirement plans and defined benefit pension plans, which
       claims are now the subject of an adversary proceeding
       commenced in the Ohio Court;

    d) work towards the settlement or dismissal without prejudice
       of an adversary proceeding pending in the Ohio Court
       against three liability insurers and a number of tort
       claimants to obtain a declaratory judgment that the
       insurers are obligated to defend product liability claims
       of the tort claimants and that any claims the insurers had
       under the self-insured retention provisions of the policies
       are unsecured claims and not the responsibility of New
       Amcast; and

    e) perform any other legal services which may be appropriate.

Alan R. Lepene, Esq., partner at Thompson Hine, tells the Court
that for this engagement, he will bill $575 per hour.  Mr. Lepene
discloses that the Firm's professionals bill:

         Designation               Hourly Rate
         -----------               -----------
         Partners                  $295 - $575
         Associates                $185 - $290
         Paralegals                $150 - $175

         Professional              Hourly Rate
         ------------              -----------
         Alan R. Lepene, Esq.         $575
         Scott King, Esq.             $325
         Jeremy Campana, Esq.         $245
         Jennifer Maffett, Esq.       $230
         Renee Davis, Esq.            $220
         Marcia Burston               $165

The Debtors relate that they have paid Thompson Hine a $50,000
retainer.

Mr. Lepene assures the Court that his firm does not represent nor
hold any interest adverse to the Debtors or their estates.

                     About Amcast Industrial

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  Henry A.
Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMCAST INDUSTRIAL: Court Moves Plan Filing Deadline to Sept. 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana, in
Indianapolis, extended Amcast Industrial Corporation and Amcast
Automotive of Indiana, Inc.'s exclusive periods to file a chapter
11 plan until Sept. 27, 2006.  The Court also gave the Debtors
until Nov. 26, 2006, to solicit acceptances of the plan.

In their request, the Debtors told the Court that the extension
will give them more time to resolve their dispute with General
Motors Corporation.

The Debtors are negotiating the terms of their contractual pricing
with GM, their largest customer and revenue source.  The Debtors
seek for certain pricing concessions from GM so that they can
continue to operate profitably.  

The Debtors explained that the result of the pricing negotiations
with GM will impact the details and very core of any plan of
reorganization they will propose.

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  Henry A.
Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMERICAN MOULDING: Stancil & Company's Scope of Work Expanded
-------------------------------------------------------------
The Honorable Christopher M. Klein of the U.S. Bankruptcy Court
for the Eastern District of California in Sacramento authorized
American Moulding and Millwork Company to expand the scope of work
of Stancil & Company as its accountant.  Judge Klein also approved
the payment of an additional retainer to Stancil.

The Bankruptcy Court authorized on Feb. 21, 2006, the employment
of Stancil to analyze the tax impact of the sale of the Debtor's
manufacturing facility in Stockton, California, and the payment of
a $25,000 retainer.

The Debtor needs to expand Stancil's scope of work to include the
preparation of the Debtor's 2006 tax returns.

Stancil will:

   -- assist in assembling the financial records required to file
      the final tax return, including the final liquidation
      transactions, sale of all equipment and inventory, and sale
      of real estate owned by the Debtor;

   -- determine the proper reporting for any cancellation of debt
      that may occur as a result of the Debtor's bankruptcy; and

   -- provide tax planning services with the objective of
      minimizing any adverse tax consequences during the
      liquidation process.

Stancil anticipates that the 2006 final income tax return will
report income for the Debtor that can be offset by suspended
losses of previous years.  Stancil says it is essential that the
Debtor be liquidated and Mr. Kent's shares cancelled within the
calendar year 2006 in order to prevent potential adverse tax
consequences.

Kenneth P. Martin, a partner of Stancil, discloses that the Firm
requests an additional $15,000 retainer to perform these services.  
Mr. Martin will bill $175 per hour for his services.  Other
professionals of the Firm will bill:

      Designation                 Hourly Rate
      -----------                 -----------
      Partner                         $175
      Manager                         $110
      Staff                            $75

Mr. Martin assures the Court that his firm does not hold nor
represent any interest materially adverse to the Debtor and its
estate.

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier   
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  Lawyers at Parkinson Phinney represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $17,663,776 in assets
and $18,481,093 in debts.


BACHRACH CLOTHING: Taps Alliance Management as Financial Advisor
----------------------------------------------------------------
Bachrach Clothing, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to employ Alliance
Management, Inc., as its consultant and financial advisor.

Alliance Management will:

   a. provide the Debtor with general financial restructuring
      advice;
   
   b. assist the Debtor in the preparation of all required
      filings in the Court including bankruptcy schedules,
      statement of financial affairs, monthly operating reports,
      and cash collateral budgets;
   
   c. assist the Debtor's management in valuing and selling the
      Debtor's assets;

   d. market the Debtor's assets to potential purchasers and
      evaluate any and all purchase offers for those assets;

   e. prepare and present information to interested parties and
      its advisors;

   f. review financial information generated by the Debtor,
      including monthly operating reports, budgets and other
      analyses, for consistency and accuracy, and provide advice
      relating to financial and business issues;

   g. assist and advise the Debtor in developing, evaluating,
      structuring or negotiating the terms and conditions of a
      Chapter 11 plan;

   h. provide the Debtor with other financial advisory services
      as the Debtor may require during the course of its Chapter
      11 case; and

   i. provide testimony in the Court.

James Cullen, a management consultant at Alliance Management,
tells the Court that the Firm's professionals bill:

      Professional             Hourly Rate
      ------------             -----------
      Consultants              $250 - $295
      Support Staff               $135

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

Headquartered in Chicago, Illinois, Bachrach Clothing, Inc. --
http://www.bachrach.com/-- manufactures and retails formal men's
wear and accessories.  The company filed for chapter 11 protection
on June 6, 2006 (Bankr. N.D. Ill. Case No. 06-06525).  Robert M.
Fishman, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it disclosed
estimated assets and debts between $10 million and $50 million.


BACHRACH CLOTHING: Has Until July 7 to File Schedules
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Bachrach Clothing, Inc., until July 7, 2006, to file its
schedules of assets and liabilities, executory contracts and
unexpired leases, and statements of financial affairs.

The Debtor tells the Court that assembling information from its
various books and records, reports, agreements, tax returns, and
other sources will be time consuming, given the size, scope and
complexity of the Debtor's business.  The Debtor says that it will
require at least an additional two weeks within which to file the
schedules.

Headquartered in Chicago, Illinois, Bachrach Clothing, Inc. --
http://www.bachrach.com/-- manufactures and retails formal men's
wear and accessories.  The company filed for chapter 11 protection
on June 6, 2006 (Bankr. N.D. Ill. Case No. 06-06525).  Robert M.
Fishman, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it disclosed
estimated assets and debts between $10 million and $50 million.


BLUE BEAR: Files Amended Joint Plan of Reorganization in Colorado
-----------------------------------------------------------------
Blue Bear Funding, LLC, fka 1st American Factoring, LLC, and the
Official Committee of Unsecured Creditors delivered to the U.S.
Bankruptcy Court for the District of Colorado their amended joint
plan of reorganization and an accompanying disclosure statement
explaining that Plan.

                       Treatment of Claims

Under the Modified Plan, all Allowed Administrative Claims other
than Operating Administrative Claims, will be paid in full on
Sept. 3, 2006, the anticipated effective date of the Plan.  
Priority Tax Claims, will also be paid in full on the Effective
Date, unless Reorganized Blue Bear elects to pay any of the
Priority Tax Claims in installments.

All Allowed Secured Tax Claims and Priority Wage Claims will be
paid in full on the Effective Date.  Cache Bank & Trust's DIP
Claim, Robert and Joyce Clayton's DIP Claim and Other DIP Claims
will be paid pursuant to the loan documents currently in effect.  

The nature, validity, extent and amount of the Secured Claims of
Silver Mountain Financial, LLC, and Business Resources, LLC, as
well as the Claims of the Independent Factoring Companies will be
determined by the Court and treated under the Plan provisions.

Other Secured Claims, if any, will receive, at the option of
Reorganized Blue Bear:

    * the property subject to the security interest or lien,

    * payment to the extent of the value of the Claim Holder's
      interest in the property subject to the lien, or

    * the amount applicable, whichever is lesser, or as otherwise
      determined by the Court.

Unsecured Claims are divided into two classes:

   1. Administrative Convenience Class -- comprised of claimants
      holding claims of under $4,000 in the aggregate or
      claimants who elect to be part of this Class by reducing
      their Claims to $4,000 or less; and

   2. General Unsecured Class -- consists of all other Unsecured
      Claims, including trade Claims and Investor Claims.

Allowed Administrative Convenience Claims will be paid 20% of
their Allowed Claims in cash on the initial distribution date.
Allowed General Unsecured Claims will receive Common Stock in
Reorganized Blue Bear from the escrow established on the Effective
Date in accordance with the Modified Plan in exchange for the
surrender and cancellation of the Claims, with one share of Common
Stock for every $1,000 of their Allowed Claim.  The Common Stock
will, however, be restricted and not freely tradable in any
market.

Current members of Debtor will receive nothing under the Plan on
account of their membership interests and these interests will be
cancelled.  

                     Post-Confirmation Matters

On the Effective Date, Debtor will convert from a Colorado limited
liability company to a Colorado corporation under subchapter C of
the Internal Revenue Code, with the designees of the Committee
compromising all but one of the members of the initial Investor
Committee.  The Investor Committee will be authorized but not
required to (a) liquidate Reorganized Blue Bear, in the event
certain financial and business development benchmarks are not met,
and (b) determine and make dividends to Stockholders upon review
of Reorganized Blue Bear's financial performance.

                 Stockholder Recovery Projections

Stockholders will receive dividends from Reorganized Blue Bear
from:

   -- from operating profits on or about December 2010, based on
      financial projections;

   -- from litigation recoveries financed by the Creditors'
      Litigation Fund -- a fund to be established with the
      reserves of certain IFCs in accordance with a proposed
      separate settlement agreement being negotiated among
      Debtor, the Committee, certain Investors and such IFCs
      -- once litigation recoveries exceed $1,500,000, net of any
      fees and expenses; and

   -- from time to time as determined by the Investor Committee,
      the source of which may include recovery of bad debt,
      litigation recoveries funded by sources other than the
      Creditors' Litigation Fund and from operating profits.

In addition, the Plan provides for an early "cash-out" option, if
so determined by the Investor Committee.

The Projections do not include any litigation recoveries other
than recoveries from bad debt.  Accordingly, based on the
Projections, the estimated discounted liquidation value available
to Stockholders is approximately 13.5% of their claims on or about
December 2010.

The Debtor anticipates confirmation of the Plan on Aug. 4, 2006,
with a corresponding initial distribution date of Oct. 4, 2006.

A full-text copy of the amended joint reorganization plan is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060621204104

A full-text copy of the amended disclosure statement explaining
that Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060621203909

                      About Blue Bear

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring
services.  The Company filed for chapter 11 protection on
Aug. 22, 2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A.
White, Esq., and Douglas W. Jessop, Esq., at Jessop & Company,
P.C., represent the Debtor in its restructuring efforts.  Erin L.
Connor, Esq., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million.


BREUNERS HOME: Employs Andrew Sklar to Collect Judgments
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
Montague S. Claybrook, the chapter 7 trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its debtor-
affiliates, to hire the law office of Andrew Sklar, P.C., as his
special counsel to assist him in the specific task of collecting
judgments.

Fox Rothschild LLP filed and prosecuted numerous actions pursuant
to Section 547 of the Bankruptcy Code and obtained several
judgments in favor of the estate, in behalf of the chapter 7
trustee.  The Trustee seeks to retain Sklar as his special counsel
because of Sklar's extensive experience and knowledge in the field
of collection law.

The chapter 7 trustee proposes to pay Sklar a contingency fee
based on 40% of collected judgments, plus reimbursement of all
costs.

Andrew Sklar, Esq., a shareholder at the firm, assured the Court
that his firm and its professionals do not hold material interest
adverse to the Debtor's estate and are "disinterested" as defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- is one of the      
largest national furniture retailers focused on the middle the
upper-end  segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  Bruce Grohsgal, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors.  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of-Business sales at the furniture retailer's
47 stores.  The Bankruptcy Court converted the case to a Chapter 7
liquidation on Feb. 8, 2005.  Montague S. Claybrook serves as the
Chapter 7 Trustee.  Mr. Claybrook is represented by Michael G.
Menkowitz, Esq., at Fox Rothschild LLP.  When the Debtors filed
for chapter 11 protection, they reported more than $100 million in
estimated assets and debts.


BROADCAST INT'L: Mar. 31 Balance Sheet Upside-Down by $2.5 Million
------------------------------------------------------------------
Broadcast International, Inc., incurred a $4.3 million net loss on
$2.7 million of revenues for the three months ended March 31,
2006, compared to a $794,047 net loss on $977,652 of revenues for
the same period in 2005, the company disclosed in a Form 10-QSB
filed with the U.S. Securities and Exchange Commission.

At March 31, 2006, the Company's balance sheet showed $5.6 million
in total assets and $8.1 million in total liabilities, resulting
in a $2.5 million stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $4.2 million in total current assets available to
pay $6.6 million in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bd2

                      Going Concern Doubt

HJ & Associates, LLC, in Salt Lake City, Utah, raised substantial
doubt about Broadcast International'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 operating losses and working capital deficiency.

Headquartered in Salt Lake City, Utah, Broadcast International,
Inc., provides communication network and related services for
large retailers and other organizations with widely dispersed
locations and operations.  As an integrator of broadband delivery
technologies, including satellite, Internet streaming and WiFi,
the Company offers turnkey communication solutions based on the
specific needs of its customers.  Companies such as Caterpillar,
Albertsons, Safeway, Sprint Communications, Chevron and other
customers use the Company's services to communicate with their
personnel and others regarding training programs, product
announcements, news releases and other applications.


BROOKS SAND: Ch. 11 Trustees Want Lease Decision Period Extended
----------------------------------------------------------------
J. Bruce Miller, Esq., and Kenneth C. Henry, the chapter 11
trustees appointed in the chapter 11 cases of Brooks Sand &
Gravel, LLC and its debtor-affiliate, Smith Mining & Materials,
LLC, ask the U.S. Bankruptcy Court for the Western District of
Kentucky to extend the period within which they can assume, assume
and assign or reject the Debtor's leases to Sept. 7, 2006.

The Debtors' operations are located at two facilities:

   1) a 184-acre leased sand and gravel reserve and processing
      plant in Bethlehem, Indiana where Debtor Brooks employed
      around 15 individuals; and

   2) a 226-acre rock quarry owned by Debtor Smith Mining and
      Materials LLC employed around 25 individuals.

                    Brooks Sand's Leases

Debtor Brooks conducts its sand extraction business pursuant to
mineral leases with Paul and Sandy Hutsell and Albert and
Geraldine Miles.  Sand extracted by Debtor Brooks is transported
to a facility in Louisville, Kentucky which is leased by Debtor
Brooks from River Road Terminals, Inc.

                    Smith Mining's Leases

The majority of Debtor Smith's mining activities are conducted
under a Limestone Mineral Lease between G.W. Chandler and Kathy
Chandler as lessor and Debtor Smith as lessee.  Debtor Smith also
has leased mining rights under a sublease agreement between G.W.
Chandler and Kathy Chandler as sublessor and Debtor Smith as
sublessee involving mineral leases between Dorothy C. Waters and
the Chandlers and between Beverly Duff and the Chandlers.  Debtor
Smith also has the right to purchase the mineral rights currently
leased from G.W. Chandler pursuant to the terms of an Asset
Purchase Agreement dated January 18, 2005.

On March 16, 2006 G.W. Chandler and Kathy Chandler filed an
adversary proceeding seeking a declaration that the Chandler Lease
was forfeited by Debtor Smith prepetition, due to the alleged
transfer of a "controlling interest" in Debtor Smith.  The
adversary action remains pending at this time, and as a practical
matter, Debtor Smith will not be able to decide whether to assume
or reject this lease until a resolution of the adversary action
occurs.

Dean A. Langdon, Esq., at Wise Delcotto PLLC, in Lexington,
Kentucky, special counsel of the trustees, told the Court that
since their appointment as chapter 11 trustees in late April, they
moved expeditiously to evaluate the Debtors' assets, including
their leases.  However, the Trustees have not had sufficient time
to review and fully analyze the Debtors unexpired, nonresidential
leases of real property in order to make a determination as to
which leases should be assumed or rejected.

The Trustees wants to maintain his ability to assume all
unexpired, nonresidential real property leases.  One of the
options available to the Trustee under the Bankruptcy Code is to
seek to sell the businesses as going concerns.  To preserve this
option, the Trustees need additional time to assume or reject
their unexpired, non-residential leases of real property, as those
decisions may be influenced by a potential purchaser of the
Debtors' assets, Mr. Langdon points out.

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.
Langdon, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC
represented the Debtors.  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 Kenneth C. Henry as chapter 11 trustee.  J.
Bruce Miller, Esq., and his firm, J. Bruce Miller Law Group
represent the chapter 11 trustee.


CATHOLIC CHURCH: Court Approves Portland's Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon approved the
Disclosure Statement accompanying the Third Amended Plan of
Reorganization of the Archdiocese of Portland in Oregon, subject
to a possible objection by the Tort Claimants Committee.

On the other hand, the Court denies approval of the Disclosure
Statement explaining the First Amended Plan of Reorganization
filed by the Tort Committee.

Judge Perris directs Portland to further revise the Disclosure
Statement after the Archdiocese's sex abuse-related liabilities
have been estimated.  Judge Perris adds that voting on the Plan
will not occur before estimation is completed.

The Court directs the Tort Committee to file a second amended
disclosure statement after Portland's tort claims have been
estimated.

Under the Archdiocese's Plan, either prior to or as part of the
confirmation hearings, the Bankruptcy Court or the U.S. District
Court for the District of Oregon will estimate, for all purposes
necessary for confirmation of the Plan and the funding of the
Claims Resolution Facility, the aggregate allowed amount of all
Unresolved Tort Claims, including Present Tort Claims, Future
Claims, and Supplemental Tort Claims, including the punitive
damages portion of those Claims.

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


CATHOLIC CHURCH: Dist. Ct. Remands Property Dispute to Bankr. Ct.
-----------------------------------------------------------------
Judge Justin L. Quackenbush of the U.S. District Court for the
Eastern District of Washington overturns Judge Williams' August
2005 decision regarding the ownership of parish property.  Judge
Quackenbush rules that the Bankruptcy Court erred in holding that
parish properties belong to the Diocese of Spokane.

The District Court remands the Property of the Estate Dispute to
the Bankruptcy Court.

          Spokane Says Bankruptcy Court Ignored Evidence

The Spokane Diocese and the Association of Parishes in Spokane,
Washington, filed a joint brief with the District Court.  They
argued that Judge Williams did not apply appropriate standards in
granting the Tort Litigants Committee's request for partial
summary judgment.

The Diocese's counsel, Shaun M. Cross, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, in Spokane, Washington, explained
that the Diocese submitted evidence to establish that parish
property was acquired, improved and is maintained exclusively with
parish funds, and that each parish is administered and conducts
its own business affairs separate and apart from the Diocese of
Spokane.

However, Mr. Cross said, the Bankruptcy Court considered only "a
fraction" of the evidence under the guise of "judicial economy.

Moreover, Mr. Cross asserted that the Bankruptcy Court did not
consider the entirety of the circumstances and context surrounding
the acquisition and administration of parish property, including
the:

   -- provisions of the corporation sole statute;

   -- terms of the Diocese's Articles of Incorporation;

   -- the requirements of internal church law, including the Code
      of Canon Law, governing the ownership of ecclesiastical
      property within the Catholic Church, and the stated
      intentions of the donors.

Furthermore, the Bankruptcy Court recognized -- but did not
consider -- the fact that the parishioners, when donating to their
parish, intended to benefit their specific parish.  Donations
given for a specific purpose, like for a capital building
campaign, were intended only for that purpose, Mr. Cross said.

Mr. Cross argued that the Court should consider Canon Law in
making a decision because:

   * it defines the nature and extent of the ownership rights
     pertaining to ecclesiastical property as between the
     parishes and the Diocese; and

   * Washington's corporation sole statute makes it relevant.

Mr. Cross also pointed out that the First Amendment's religion
clauses either limit or structurally restrain government from
burdening the free exercise of religion, from interfering with the
institutional autonomy of churches, and from creating a religious
establishment.

Mr. Cross told Judge Quackenbush that the Bankruptcy Court
incorrectly stated that the "Church Autonomy Doctrine" and the
"compulsory deference rule" in Watson v. Jones, 80 U.S. (13
Wall.) 679 (1871) are limited to "intra-church disputes."  Intra-
church disputes are disputes that:

   -- relate to ownership of property between different factions
      of a religious organization;" and

   -- the constitution's structural limitations on government
      power do not apply when tort claims are brought by
      "unrelated third parties" or "creditors."

According to Mr. Cross, the Bankruptcy Court constricted the
interpretation of "intra-church dispute," which could lead to the
inevitable conclusion that courts could rearrange the internal
polity of the Catholic Church if advocated by "unrelated third
parties," but not if the issue were raised by one of the church
entities in a dispute against another.  

The First Amendment Church Autonomy principles, Mr. Cross
explained, apply to the dispute whether or not the tort claimants
are characterized as "third parties," or whether the adversary
proceeding is labeled an "intra-church" dispute.

Mr. Cross further asserted that the Religious Freedom Restoration
Act applies to and "amends" the Bankruptcy Code to preclude the
Bankruptcy Court from applying provisions of the Code, which
substantially burden a debtor's exercise of religion unless it is
the least restrictive means to satisfy a compelling governmental
interest.

        Tort Panel Insists Bankruptcy Court Ruling Correct

The Tort Litigants Committee and Michael Shea, a victim of clergy
sexual abuse, filed responsive briefs.

James I. Stang, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, in Los Angeles, California, the Tort Panel's
counsel, told Judge Quackenbush that the Diocese submitted a lot
of information and argument, but little admissible evidence or
sound legal reasoning.

Mr. Stang argued that Judge Williams correctly ruled that:

   (1) no admissible evidence contradicted the plain language of
       the deeds;

   (2) the law of Washington does not incorporate the Canon Law
       to create trusts that exist only among members of the
       faithful;

   (3) the parishioners' gifts were not declarations of trust;

   (4) no circumstances justified the imposition of remedies
       imposing trusts; and

   (5) nothing about the First Amendment prevented the Diocese
       from being held to the same legal standards as other
       owners of real property.

Among other things, Mr. Stang contended that:

  * parishes are not independent entities and trust
    beneficiaries;

  * Canon Law has no place in determining property of the estate;

  * real property title disputes do not implicate the First
    Amendment; and

  * the Religious Freedom Restoration Act is not applicable in
    the case.

Mr. Stang also pointed out that the U.S. Supreme Court has never
identified or embraced the doctrine on Church autonomy.  Mr.
Stang said the First Amendment is no impediment to a civil court's
jurisdiction when it can resolve a church's conflict by "neutral
principles of law" without examining its religious doctrine.

In Employment Div., Ore. Department of Human Resources v. Smith,
494 U.S. 872 (1990), the Supreme Court set out a test for free
exercise challenges that do not combine First Amendment religion
claims with other constitutional claims, Mr. Stang explained.

In the Smith case, the Supreme Court stated, "the right of free
exercise does not relieve an individual of the obligation to
comply with a valid and neutral law of general applicability on
the ground that the law proscribes (or prescribes) conduct that
his religion prescribes (or proscribes)."

Moreover, Mr. Stang argued that the District Court may not
constitutionally apply RFRA because it contradicts vital
principles necessary to maintain separation of powers and the
federal balance.  Among other things, the Diocese cannot prove
that the Bankruptcy Code is imposing a "substantial burden,"
because the burden being imposed comes from state law.

In its ruling, the Bankruptcy Court considered all materials
submitted, "separated the wheat from the chaff," and relied on
Washington law to guide the identification of material facts, Mr.
Stang maintained.

           Spokane Says Tort Panel Confusing the Issue

In response, Spokane argued that the Tort Litigants Committee is
attempting to confuse the issue.

Mr. Cross explained that parishioners gave a "gift" to each parish
as an entity distinct from the Diocese under both Washington law
and the Canon Law.  He pointed out that the Diocese's evidence
regarding the donors' intent, and the Diocese's and the parishes'
mutual acknowledgment that the legal title is held in trust for
the benefit of the Parishes is relevant to determine the
intentions of the parties with respect to the deeds.

The imposition of a constructive trust is necessary to prevent the
unjust enrichment of the Diocese and to prevent constructive fraud
on the parishes, Mr. Cross added.

By refusing to consider evidence about how the actual
administrative operations of the Diocese and the Parishes worked,
Mr. Cross said the Bankruptcy Court drew an inaccurate picture of
the Spokane Diocese and its relationship to other church entities
and its trust obligations to the Parishes.

The Tort Litigants Committee's argument, citing the Smith case,
that the government can burden free exercise of religion by
"generally applicable natural laws" is flawed and misleading,
Mr. Cross argued.

Mr. Cross pointed out that the Smith case expressly recognized the
vitality of the Church autonomy law by reaffirming certain seminal
cases on Church autonomy.  Every Circuit Court of Appeals, which
has considered whether the Smith case diminished Church autonomy
law, has determined that it has not.

Mr. Cross said the Tort Litigants Committee confuses and conflates
Smith case's approach for applying "Free Exercise" law to "neutral
and generally applicable" laws in individual rights cases with the
"neutral principles" methodology for applying Church Autonomy
theory in church property disputes in Jones v. Wolf, 443 U.S. 595
(1979).

In mixing Smith's and Jones' tests, the Tort Litigants Committee
never explains that Smith involved a generally applicable law,
which burdened an individual's free exercise and not a church's
autonomy.

Moreover, Mr. Cross noted that if the Tort Litigants Committee is
proceeding in the Diocese's shoes, then it is arguing for
derivative standing.  Under the Ninth Circuit case of Estate of
Spirtos v. Estate of Spirtos, 2006 WL 933405, "only the bankruptcy
trustee has standing to sue on behalf of the estate."

If the Tort Litigants Committee is not asserting the derivative
rights of the Diocese, but is instead asserting direct "third-
party" tort claims, then the Committee has yet to articulate an
interest in the real property under a direct cause of action,
Mr. Cross said.

The Tort Committee's adversary proceeding should be dismissed for
lack of subject matter jurisdiction under the Spirtos case,
Mr. Cross argued.

               District Court Urges Parties to Talk

The District Court has not issued a memorandum opinion in support
of its oral ruling as of press time.

At the hearing on June 15, 2006, Judge Quackenbush encouraged the
tort claimants and the Diocese to negotiate and resolve the
matter.

The Diocese and the tort claimants have previously scheduled a
settlement conference before Bankruptcy Judge Gregg W. Zive, to be
held on July 7, 2006, in Reno, Nevada.

Catholic News Service reports that the District Court's ruling
implies that a claimant could sue individually the parish where
the accused priest is working or previously worked.

Mr. Stang, the tort claimants' attorney, declined to comment
whether they would appeal the District Court ruling to the U.S.
Ninth Circuit Court of Appeals, The SpokesmanReview says.

Ford Elsaesser, the attorney for the Association of Parishes, told
The SpokesmanReview that the ruling leaves the parishes a high
degree of optimism.  "[The Diocese] didn't have the right to deal
with other people's money.  It's that simple."
  
                   Bishop Skylstad Lauds Ruling

I am grateful for Judge Quackenbush's decision to reverse Judge
Patricia Williams' decision last August regarding the ownership of
parish property, and to remand the Property of the Estate question
to Judge Williams.  Judge Quackenbush ruled that Judge Williams
erred in holding that parish properties belong to the Bishop of
Spokane.  Our consistent position has been that the bishop holds
the parish properties in trust.  By his comments and ruling from
the bench, Judge Quackenbush confirmed our position.

I know that many people have been severely damaged by individuals
representing the Catholic Church.  I again offer my profound
apologies to all victims of abuse.  I again offer my promise of
prayers and support to all victims.

Today's decision by Judge Quackenbush helps foster an atmosphere
in which healing and reconciliation can continue to take place.  
All of us welcome this opportunity.

Both judges have now strongly recommended mediation.  We look
forward to the mediation scheduled for this summer, as the parties
come together in a spirit of cooperation, working toward a speedy
resolution of the Diocese of Spokane's Chapter 11 Reorganization.  
We look forward to achieving a just and fair settlement for
victims, as we continue the ministry of the Catholic Church in
Eastern Washington.

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


CATHOLIC CHURCH: Spokane Amends Tort Claim Sharing Protocol
-----------------------------------------------------------
Judge Patricia C. Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington allowed the Diocese of Spokane to
amend the Proof of Claim Sharing Protocol.

The Bankruptcy Court rules that the amendments to the Proof of
Claim Sharing Protocol will not be interpreted as restricting the
ability of any insurance company, which is currently a party to
the declaratory judgment action pending in the U.S. District
Court for the Eastern District of Washington, Case No.05-CV-0075-
JLQ, to obtain access to all proofs of claim, which it is entitled
to receive under the Protocol.

The Bankruptcy Court's Order and the amendments to the Protocol do
not in any way:

   * restrict, modify or supersede any discovery orders or
     protocols that have been entered or may be entered in the
     Coverage Case; and

   * prejudice the rights, if any, of Cowles Publishing Company
     to challenge the enforceability of the Protocol or any of
     its part as asserted in its objection.

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)


CEDAR FAIR: Moody's Puts Ba3 Rating on Sr. Sec. Credit Facility
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Cedar Fair, L.P. and a Ba3 rating to its senior secured credit
facility.  Proceeds from the facility, which consists of a
$1.74 billion term loan and a $350 million revolver, will fund the
$1.24 billion acquisition of Paramount Parks, Inc. from CBS
Corporation and refinance existing Cedar Fair debt of
approximately $500 million.  Moody's analysis focuses on the
combined company.

Cedar Fair's ratings reflect its high financial risk and
inherently shareholder oriented bias as a Master Limited
Partnership.  Furthermore, Cedar Fair operates in a mature,
seasonal, weather sensitive business; competes for consumer
leisure time from increasing entertainment options; and faces some
integration risk given the size of the Paramount acquisition.  
Cedar Fair's strong track record for generation of positive free
cash flow before dividends, high asset value, greater
diversification and scale pro forma for the Paramount acquisition,
and high barriers to entry support the ratings.

This is the first time Moody's rated Cedar Fair.

Cedar Fair, L.P.

   * Corporate Family Rating, Assigned Ba3
   * Senior Secured Bank Credit Facility, Assigned Ba3
   * Stable Outlook

The stable outlook incorporates Moody's expectations that Cedar
Fair will issue $250 million of equity within six months of the
transaction's close and apply proceeds to debt reduction.  The
absence of an equity issuance alone would not necessarily result
in a downgrade, but the combination of no additional equity and
weaker performance could pressure the ratings down.  If Cedar Fair
does not issue new equity, the resulting reduction in distribution
payments offsets much of the higher debt service on a greater
amount of debt, leading to very modest differences in free cash
flow under an all debt scenario.

Cedar Fair, L.P. is a publicly traded Delaware limited partnership
formed in 1987 and managed by Cedar Fair Management, Inc., an Ohio
corporation whose shares are held by an Ohio trust.   Cedar Fair
owns and operates seven amusement parks with over 12 million in
annual attendance.  Cedar Fair is acquiring Paramount Parks, Inc.,
which owns and operates five amusement parks in North America with
over 12 million in annual attendance.  Combined revenue of the two
entities will be approximately
$1 billion.


CITRUS VALLEY: Good Performance Prompts S&P to Lift Rating to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB+' from
'BB' on California Statewide Communities Development Authority's
$61.9 million certificates of participation, issued for Citrus
Valley Health Partners.  The raised rating reflects CVHP's second
consecutive year of profitable and improving operating performance
experienced in fiscal 2005.  The outlook is stable.

"CVHP has improved its operating profitability with an operating
margin of 3.6% in 2005, which boosted maximum annual debt service
coverage to a solid 4.1x," Standard & Poor's credit analyst James
Cortez said.  "CVHP also has a leading 36% market position, and
has a strengthening balance sheet that experienced improvement
over the past two years despite heightened capital spending
compared to historical levels."

Mitigating factors includes CVHP's backlog of capital
expenditures, which is evidenced by a high average plant age, as
well as seismic construction needs at its largest campus.  Seismic
costs and funding sources are currently being refined from a
previous estimate of $35 million in 2000, but should be available
in 2007 with construction expected to begin in the next two to
three years.

"In addition to continuing to address a high average age of plant,
CVHP will begin to deal with seismic retrofitting costs at its
Queen of the Valley campus over the next two to three years, which
could be funded in part with additional debt proceeds," he added.

CVHP's primary service area is in the East San Gabriel Valley.


COFFEE PACIFICA: Williams & Webster Expresses Going Concern Doubt
-----------------------------------------------------------------
Williams & Webster, P.S., in Spokane, Washington, raised
substantial doubt about Coffee Pacifica, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated amended financial statements for the year ended Dec.
31, 2005.  The auditor pointed to the Company's significant
operating losses.

The Company reported a $3,748,480 net loss on $749,660 of total
revenues for the year ended Dec. 31, 2005.

At December 31, 2005, the Company's balance sheet showed
$1,288,377 in total assets and $112,071 in total liabilities, and
a $1,176,306 stockholders' equity.

The Company says that its continuation as a going concern is
dependent upon its ability to obtain additional financing and to
generate revenue and cash flow to meet its obligations on a timely
basis.  The Company plans to raise equity financing as required.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?bc0

                      About Coffee Pacifica

Based in Vancouver, Canada, Coffee Pacifica, Inc. --
http://www.coffeepacifica.com/-- is a distributor and marketer of  
green bean coffee produced in Papua New Guinea.  Coffee Pacifica
generates revenue from the sale of green bean organic and non-
organic premium grade Papua New Guinea grown coffee. The Company
sells grown green coffee beans directly to coffee roaster
retailers, commercial roasters, coffee brokers and gourmet
roasters and retailers. Following the acquisition of Uncommon
Grounds, Inc., the Company now sells the "Uncommon Grounds" brand
of roasted coffee, tea, cafe supplies and equipment in North
America and Europe.


COLLINS & AIKMAN: Selling Sundry Assets for $908,500
----------------------------------------------------
Pursuant to an expedited procedures for the sale and abandonment
of de minimis assets, Collins & Aikman Corporation and its debtor-
affiliates inform the U.S. Bankruptcy Court for the Eastern
District of Michigan that they will sell these assets for
$908,500:

   1. Asset:            10 Van de Wiele MPS-22 Looms
      Purchaser:        BSS, Inc.
      Purchase Price:   $180,000

   2. Asset:            one Measuregraph Sample Table
      Purchaser:        Elgort Textile Associates. Inc.
      Purchase Price:   $1,000

   3. Asset:            one Atlas Weatherometer C1-65
      Purchaser:        Tri-Tex Company, Inc.
      Purchase Price:   $5,000

   4. Asset:            one Dornier Jacquard Flat Loom and
                        three Dornier Dobby Flat Looms
      Purchaser:        David Rothschild Company
      Purchase Price:   $200,000

   5. Asset:            11 Van de Wiele VMM-22 Looms
      Purchaser:        United Textile Machinery Corporation
      Purchase Price:   $522,500

Furthermore, the Debtors inform the Court that they will abandon
these assets in their facility at 8121 East Mid America
Boulevard, in Oklahoma City, Oklahoma:

   -- design, software, engineering and programming specific to
      vehicle dashboard assembly;

   -- pallet load/unload system;

   -- facility modifications, air conditioning ductwork, storage
      and office space construction; and

   -- all other property in the premises.

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)


CONGOLEUM CORP: March 31 Balance Sheet Upside-Down by $44.6 Mil.
----------------------------------------------------------------
Congoleum Corporation reported $211,000 of net income on $57.2
million of revenues for the three months ended March 31, 2006,
compared to a $352,000 net loss on $57.6 million of revenues for
the same period in 2005.

At March 31, 2006, the Company's balance sheet showed
$207.7 million in total assets and $252.5 million in total
liabilities, resulting in a $44.6 million stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $127.3 million in total current assets available to
pay $97.3 million in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bce

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation
(AMEX:CGM) -- http://www.congoleum.com/-- manufactures and sells   
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.  The Company
filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case
No. 03-51524) as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.
Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors.  Michael S. Stamer, Esq., and James R. Savin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represents the Official
Committee of Unsecured Bondholders.  R. Scott Williams serves as
the Futures Representative, and is represented by lawyers at
Orrick, Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at
Coughlin Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.  Congoleum is a 55% owned
subsidiary of American Biltrite Inc. (AMEX:ABL).


CONSECO FINANCE: Moody's Reviews Rating on Cert. & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade one certificate from one transaction, issued by Conseco
Finance Home Equity Loan Trust in 2001.  The certificate is
secured by fixed-rate home equity loans.

The subordinate fixed-rate certificate from the 2001-D transaction
is placed on review for possible downgrade because existing credit
enhancement levels may be low given the current projected losses
on the underlying pool.  One of the main factors causing high
cumulative losses is the existence of second liens in this
transaction which generally experience high loss severities.

Moody's complete rating action:

Review for Possible Downgrade:

Issuer: Conseco Finance Home Equity Loan Trust

   * Series 2001-D; Class B-2, current rating B2, under review
     for possible downgrade.


CRYSTAL RIVER: Fitch Holds BB+ Rating on $10.75 Million Notes
-------------------------------------------------------------
Fitch Ratings affirms all classes of notes issued by Crystal River
CDO 2005-1, Ltd. and Crystal River CDO 2005-1 LLC.  These
affirmations are the result of Fitch's review process and are
effective immediately:

  -- $109,750,000 class A floating-rate notes at 'AAA';
  -- $44,750,000 class B floating-rate notes at 'AAA';
  -- $20,500,000 class C floating-rate notes at 'AA';
  -- $42,500,000 class D-1 floating-rate notes at 'AA';
  -- $10,000,000 class D-2 fixed-rate notes at 'AA';
  -- $23,250,000 class E deferrable floating-rate notes at 'A';
  -- $29,000,000 class F deferrable floating-rate notes at 'BBB';
  -- $10,750,000 class G deferrable fixed-rate notes at 'BB+';
  -- $4,750,000 class H deferrable fixed-rate notes at 'BB'.

Crystal River is an arbitrage cash flow collateralized debt
obligation managed by Hyperion Crystal River Capital Advisors,
LLC.  Crystal River is a CDO composed of commercial mortgage-
backed securities, residential mortgage-backed securities,
B-Notes, mezzanine loans, and whole loans.

Since the deal closed in November 2005, the underlying portfolio
has continued to perform.  According to the March 31, 2006 trustee
report, the Fitch weighted average rating factor is 19.1 ('BB-
/B+'), meeting its maximum covenant of 21.72 ('BB-/B+').  Further,
all of the structure's overcollateralization and interest coverage
ratios are in compliance with their respective covenants.

The ratings of the classes A, B, C, D-1, and D-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the classes E, F, G, and H notes address the likelihood
that investors will receive ultimate interest payments, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity date.


DELPHI CORP: Outlines Lift-Stay Request Procedures
--------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to approve certain procedures to settle
requests to lift the automatic stay under Section 362(a) of the
Bankruptcy Code.

The Lift Stay Procedures are intended to promote cost-effective
and timely liquidation and settlement of certain prepetition
litigation claims, John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois, relates.

Prior to the Petition Date, the Debtors maintained an insurance
program for general liability, product, liability, and automobile
liability claims with ACE American Insurance Company and its
affiliates.  As of the Petition Date, 101 claimants in 76 open
files had asserted liability claims against the Debtors that fall
within the scope of the Insurance Program.

The Claims can be broken into four general categories:

     * automobile liability (25%)
     * general liability (28%)
     * product liability (39%)
     * emissions (8%)

The Debtors anticipate that the aggregate amount of the Claims
could exceed $6,300,000.  There are four claims for which the
Debtors have reserved $1,000,000 or more.

Prior to filing for bankruptcy, 52 Claimants had already commenced
litigation against the Debtors.  However, all lawsuits were
stayed when the Debtors filed for bankruptcy.  Thus, dozens of
asserted Claims remain contingent, disputed, or unliquidated.  In
many cases, the Debtors believe that they have no liability or
dispute the asserted amounts.  The Debtors expect to file
objections to a majority of the Claims.  The Debtors also note
that most of the Claimants seek relatively small amounts with
about 91% of all Claims to be allowed in less than $100,000.

Mr. Butler relates that one of the agreements in the Insurance
Program is a Multi-Line Deductible Program Agreement, which
requires the Debtors to pay the Insurers "all amounts the Insured
is or may be obligated to pay to other parties but which are paid
by the [Insurers]."  Furthermore, under the Insurance Program,
the Debtors have deductible limits depending on the date and
nature of the claim, ranging from $1,000,000 to $5,000,000.  The
Debtors are obligated to pay any portion of a claim that falls
within the applicable deductible limit.

Thus, if the Debtors' Insurers make any payments directly to the
Claimants, the Debtors' Insurers would have administrative
expense priority claims for any payments that are within the
applicable deductible amount.  Despite the existence of insurance
coverage, the Claimants' prosecution of the Claims could directly
and significantly affect the Debtors' estate.

The Debtors do not believe that the Lift Stay Procedures violate
the Insurance Program.  The Debtors have notified the Insurers
and gave them an opportunity to comment or object to the
procedures requested.

                       Lift Stay Procedures

Mr. Butler explains that the underlying rationale for the Lift
Stay Procedures is that most Claims are settled prior to trial
but only after each side has had an opportunity to analyze the
merits of its and its opponent's case.  Each Claimant that
chooses to participate in the Lift Stay Procedures will be
permitted to analyze, present, and document the alleged Claim in
an informal, inexpensive way that could result in a large
percentage of the Claims being resolved without the need of
further litigation.

For those Claimants who still want to present their claims before
a jury, Mr. Butler assures the Court that the procedure would not
infringe on any right to a trial by jury.

Terms of the Lift Stay Procedures include:

   (a) Only Claimants who file timely proofs of claim by 5 p.m.
       Eastern Time on July 31, 2006, and in accordance with the
       order establishing bar dates for filing proofs of claim
       would be eligible to participate in the Lift Stay
       Procedures.  Nothing in the Lift Stay Procedures is
       intended to obviate the need for any Claimant to file a
       proof of claim prior to the Bar Date.

   (b) Following the Bar Date, the Debtors would begin to contact
       certain Claimants by telephone in an effort to settle the
       Claims informally, in each case after appropriate
       consultation and consent by the Third Party Indemnitor, if
       applicable.

   (c) If a settlement were not reached through informal
       negotiations, the parties could seek to mediate the
       Claims.

   (d) The Debtors require that the Claimant release the Debtors'
       Insurers from all amounts they are or might be obligated
       to pay to other parties under a Multi-Line Deductible
       Program Agreement.  

   (e) Nothing in the Lift Stay Procedures would be construed to
       alter the rights or obligations or any Insurer of the
       Debtors, except to the extent that a Claimant releases the
       Insurer from certain liability.

At any time during the administration of the Lift Stay
Procedures, even during litigation, the Debtors would have the
authority to agree to a settlement with an eligible claimant.  
Court approval would not be required for the allowance of any
claim as a prepetition general unsecured non-priority claim in an
amount equal to or less than $500,000, and the Debtors could
settle and allow the claim without notice or hearing.

The goal of the Lift Stay Procedures is to provide Claimants with
a cost-effective mechanism for liquidating their Claims, Mr.
Butler says.  The Debtors are hopeful that many Claimants will
seek to engage in these procedures.

                     About Delphi Corporation

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)


DI GIORGIO: Adequate Notes Funding Cues S&P to Withdraw Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit and 'CCC+' senior unsecured debt ratings on Di Giorgio
Corp.

"This action follows the company's placement of adequate funds in
an account to cover all principal and interest on its 10% senior
notes due 2007," said Standard & Poor's credit analyst Stella
Kapur.  The placement completes the satisfaction and discharge of
the indenture on these notes.

The redemption date for the 10% senior notes has been set for July
14, 2006.  On this day, senior noteholders will receive $1,008.55
in cash per $1,000 principal amount of senior notes, which
includes accrued and unpaid interest to the redemption date.


DIALOG GROUP: March 31 Balance Sheet Upside-Down by $4.1 Million
----------------------------------------------------------------
Dialog Group Inc. filed its first quarter financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on June 2, 2006.

The Company reported a $46,597 net loss on $963,246 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,114,754
in total assets, $5,229,572 in total liabilities, resulting in a
$4,114,818 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $602,249 in total current assets available to pay
$4,609,405 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bbc

                        Going Concern Doubt

Berenfeld, Spritzer, Shechter and Sheer in Coral Gables, Florida,
raised substantial doubt about Dialog Group's ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's recurring losses from
operations and significant accumulated deficiency.

                        About Dialog Group

Headquartered in New York, N.Y., Dialog Group, Inc., provides a
combination of traditional advertising (print, broadcast) and
marketing services (broadcast, new media, and internet-based
promotional venues), as well as a broad spectrum of proprietary
and exclusive databases for healthcare, pharmaceutical, consumer
and business-to-business market clients.

The Company and its wholly owned subsidiary, imx-eti LifePartners,
Inc., filed for chapter 11 protection on Nov. 20, 2000 (Bankr.
S.D. Fla. Case No. 00-35217).  The Bankruptcy Court confirmed the
Company's Third Amended Plan of Reorganization on Oct. 11, 2001,
and that Plan took effect on Dec. 11, 2001.  The Bankruptcy Court
finally closed the Company's cases on Oct. 24, 2002.


E*TRADE ABS: Fitch Affirms BB+ Rating on $5 Million Class D Notes
-----------------------------------------------------------------
Fitch affirms these classes of notes issued by E*TRADE ABS CDO IV,
Ltd. and E*TRADE ABS CDO IV, LLC.  These affirmations are the
result of Fitch's review process and are effective immediately:

    -- $7,000,000 class A-1A first priority senior secured
       floating-rate notes affirmed at 'AAA';

    -- $152,800,000 class A-1B-1 first priority senior secured
       floating-rate delayed draw notes affirmed at 'AAA';

    -- $38,200,000 class A-1B-2 first priority senior secured
       floating-rate notes affirmed at 'AAA';

    -- $21,000,000 class A-2 second priority senior secured
       floating-rate notes affirmed at 'AAA';

    -- $52,000,000 class B third priority senior secured floating-
       rate notes affirmed at 'AA';

    -- $17,000,000 class C fourth priority mezzanine deferrable
       secured floating-rate notes affirmed at 'BBB';

    -- $5,000,000 class D fifth priority mezzanine deferrable
       secured floating-rate notes affirmed at 'BB+'.

E*TRADE IV is a collateralized debt obligation which closed
December 1, 2005 and is managed by E*TRADE Global Asset
Management, Inc.  E*TRADE Global Asset Management, Inc. is
currently rated 'CAM2' by Fitch Ratings in Structured Finance CDO
management.  E*TRADE IV is backed by a managed pool of residential
mortgage-backed securities, commercial mortgage-backed securities,
consumer and commercial asset-backed securities, and
collateralized debt obligations.  The deal is currently in the
substitution period.  Discretionary trading is limited to a
maximum 15% of the total collateral balance each year during the
two-year substitution period, as well as for any defaulted and
credit-impaired securities at any time.

These affirmations are the result of stable collateral
performance.  According to the May 30, 2006 trustee report, the
Fitch weighted average rating factor is 4.16 ('BBB/BBB-'), below
its allowed maximum.  Further, the structure is meeting all of its
overcollateralization and interest coverage test covenants.  There
are no defaulted or distressed assets in the portfolio.

The ratings of the class A-1A, class A-1B-2, class A-1B-2, class
A-2, and class B notes address the likelihood that investors will
receive full and timely payments of interest, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.  The ratings of the class C
and class D notes address the likelihood that investors will
receive ultimate interest payments, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.


E*TRADE ABS: S&P Puts Junk Ratings on Negative Watch
----------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' ratings on
the class C-1 and C-2 notes issued by E*Trade ABS CDO I Ltd., a
CDO of structured finance transaction, on CreditWatch with
negative implications.  Concurrently, the ratings on the class
A-1, A-2, and B notes are affirmed based on the level of credit
enhancement available.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the class C
notes since the last rating action in December 2005, primarily the
continued decline of the overcollateralization ratio.  In
addition, Standard & Poor's downgraded a manufactured housing
security in the portfolio (with a $6 million par value as of the
May 31, 2006, trustee report) to 'CC' from 'CCC-' on June 7, 2006.   

Standard & Poor's will review the results of the current cash flow
runs generated for E*Trade ABS CDO I Ltd. to determine the level
of future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   
           Ratings Placed on Creditwatch Negative
   
                    E*Trade ABS CDO I Ltd.
   
                   Rating                    Balance
                   ------                    -------
   Class     To               From     Current     Original
   -----     --               ----     -------     --------
   C-1       CCC+/Watch Neg   CCC+     $9,322,000  $9,500,000
   C-2       CCC+/Watch Neg   CCC+     $3,384,000  $3,400,000
   

                        Ratings Affirmed
   
                    E*Trade ABS CDO I Ltd.
   
                                              Balance
                                              -------
    Class            Rating            Current       Original
    -----            ------            -------        -------
    Class A-1        AAA                $2,059,000    $151,250,000
    Class A-2        AAA               $50,000,000    $50,000,000
    Class B          A+                $25,000,000    $25,000,000
   
                      Other Outstanding Ratings

                                           Rating
                                           ------
                   Composite securities      CC
                   Preference shares         CC
    
    
Transaction Information

Issuer:              E*Trade ABS CDO I Ltd.
Co-issuer:           E*Trade ABS CDO I LLC
Current manager:     E*Trade Global Asset Management
Underwriter:         Credit Suisse
Trustee:             Wells Fargo Bank N.A.
Transaction type:    CDO of structured finance


EAGLEPICHER HOLDINGS: Has Until Sept. 3 to Decided on Leases
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
extended the period within which EaglePicher Holdings, Inc., and
its debtor-affiliates can assume, assume and assign or reject all
of their unexpired leases of nonresidential real property until
Sept. 3, 2006.

On March 2, 2006, the Debtors filed their First Amended Joint Plan
of Reorganization.  Under the Plan, on March 28, 2006, the Debtors
filed notices of intent to assume and reject all executory
contracts and unexpired leases.  The Debtors have also filed, and
will continue to file, supplements to those notices to modify the
intended treatment of certain agreements, as provided for by the
Plan.  Thus, the Debtors submit that they have already determined
which of the leases they will be assuming and which they will be
rejecting.  However, the intended assumption or rejection of the
leases will not become effective until the Court confirms the
Plan.  The Court has not yet handed down an order on the
confirmation.

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


EAST CAMERON: S&P Junks Rating on $165.67 Mil. Trust 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 U.S. Islamic finance securitization to be
rated by Standard & Poor's.  The transaction is the first rated
U.S. Sukuk that is a true securitization in that it is not
originator guaranteed and it is rated higher than the originator's
credit quality.

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 $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.;
       ECP) 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 $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
certificateholders 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 bases 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
nonconsolidation 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 SPV, 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 BSEC-Bemo
Securitisation SAL are co-arrangers of the transaction.


EASY GARDENER: Completes $58.7 Million Assets Sale to Green Thumb
-----------------------------------------------------------------
Easy Gardener Products, Ltd. (PINKSHEETS: EZGRP) completes the
sale of all of its assets pursuant to an order of the United
States Bankruptcy Court for the District of Delaware.

The buyer was Green Thumb Acquisition Corporation, an affiliate of
Bayside Capital, at a purchase price of $58,797,023.  The purchase
price consists of $23.5 million, plus the principal and interest
owed to the Company's senior secured revolving and term lenders
and minus certain fees to be paid.  Bayside Capital is an
affiliate of H.I.G. Capital, an investment firm that manages more
than $2.5 billion in invested capital and has invested in over 40
portfolio companies.

                   Terms of the Sale Agreement

Under the sale agreement, the Company sold to the GTAC
substantially all of the assets of the Company and its wholly-
owned subsidiaries Weatherly Consumer Products Group, Inc. and
Weatherly Consumer Products, Inc. in a transaction subject to
Section 363 of the Federal Bankruptcy Code.  The Company used the
proceeds of the sale to repay 100% of the outstanding principal
and unpaid interest due to the Company's senior secured revolving
and term lenders at the closing of the sale, upon which the
Company terminated its agreements with its senior secured
revolving and term lenders.  The Company expects the $23.5 million
balance of the purchase price to be used to pay amounts owed to
holders of two subordinated promissory notes issued by the Company
in the aggregate principal amount of $4.275 million, plus accrued
interest of $1 million.  After paying transaction and other fees
estimated to be between $3.1 million and $4.3 million, there will
be between $15.1 million and $13.9 million remaining for
distribution to holders of the Company's 9.40% Cumulative
Preferred Trust Securities due April 15, 2028 (estimated to be
between approximately $6.25 and $5.75 per Trust Preferred Share).  
The amount ultimately paid to the holders of the Trust Preferred
Shares will depend upon several contingencies, including the
amount of transaction and other fees actually incurred in
connection with the sale and the Chapter 11 process.  No funds
will be available for payment to the Company's common equity
securities.

Effective June 16, 2006, the Company has changed its name to EGI
Liquidating Company, Ltd.  The Company is a Texas limited
partnership with principal executive offices located at 3022
Franklin Avenue, Waco, Texas 76710.

                  About Easy Gardener Products

Headquartered in Waco, Texas, Easy Gardener Products, Ltd. --
http://www.easygardener.com/-- manufactures and markets a broad     
range of consumer lawn and garden products, including weed
preventative landscape fabrics, fertilizer spikes, decorative
landscape edging, shade cloth and root feeders, which are sold
under various recognized brand names including Easy Gardener,
Weedblock, Jobe's, Emerald Edge, and Ross.  The Company and four
of its affiliates filed for bankruptcy on April 19, 2006 (Bankr.
D. Del. Case Nos. 06-10393 to 06-10397).  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Sandra G.M. Selzer, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP represent the
Debtors in their restructuring efforts.  Young Conaway Stargatt &
Taylor, LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they reported
assets amounting to $103,454,000 and debts totaling $107,516,000.


GARY RICHARDS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gary Richards, Sr.
        Muriel Pauline Richards
        21581 East Portland Place
        Aurora, Colorado 80016-2343

Bankruptcy Case No.: 06-13737

Chapter 11 Petition Date: June 20, 2006

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Robert Padjen, Esq.
                  Laufer and Padjen LLC
                  5290 DTC Parkway, Suite 150
                  Englewood, Colorado 80111
                  Tel: (303) 830-3173
                  Fax: (303) 830-3135

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtors' 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Washington Mutual                Loan/Home             $630,000

CIT Small Business Lending       Loan                  $606,457
P.O. Box 277280
Atlanta, GA 30384
                                 Trade Debt             $28,870

Internal Revenue Service         Taxes                  $90,565
P.O. Box 145566
Stop 5012DEN
Cincinnati, OH 45250-5566

Graybar Electric Co., Inc.       Trade Debt             $20,411
File #57072
Los Angeles, CA 90074

State of Colorado Tax            Taxes                  $18,948

Data Connection, Inc.            Trade Debt             $14,741

Alternative Communication        Trade Debt             $11,548
Services Corp.

Medline Communications, Inc.     Trade Debt              $9,164

Telecom Networking               Trade Debt              $8,948
Systems, Inc.

Aschinger Elect                  Trade Debt              $8,900

Parallel Technologies, Inc.      Trade Debt              $8,105

Chrysler Financial               Loan                    $7,000

Wire-Rite Data Cabling           Trade Debt              $6,692

National Telephone & Equipment   Trade Debt              $6,166

Hardy Communications & Cabling   Trade Debt              $6,154

Infrastructure Solutions, Inc.   Trade Debt              $5,900

Kari-Lane LLC                    Trade Debt              $5,220

John List                        Trade Debt              $5,160


GENERAL MOTORS: Fitch Rates New $4.48 Billion Facility at BB
------------------------------------------------------------
Fitch has assigned a rating of 'BB' and a Recovery Rating (RR) of
'RR1' to General Motor's (GM) new $4.48 billion senior secured
bank facility.  The 'RR1' (recovery of 90%-100%) is based on the
collateral package and other protections that are expected to
provide full recovery in the event of a bankruptcy filing.

Although the offering of security to bank lenders moderately
impairs the position of GM's unsecured debtholders, the recovery
rating for unsecured holders still falls within the 30%-50% range
represented by the 'RR4' designation. The Issuer Default Rating
(IDR) is affirmed at 'B', and remains on Rating Watch Negative.

Fitch's ratings for GMAC remain at 'BB', Rating Watch Positive,
and are not affected by the new bank financing.

The bank agreement is secured by certain North American
receivables and inventory, a stock pledge of a Mexican subsidiary,
and certain PP&E in Canada.  These assets also act as collateral
for $1.5 billion in non-loan facilities, bringing the total amount
of facilities secured by these assets to approximately $6 billion.
The assets pledged provide sufficient over-collateralization to
support the 'RR1' rating, and borrowing base restrictions provide
further protection to secured lenders.

GM's ratings remain on Rating Watch Negative, based on short-term
concerns with the unresolved Delphi situation.  In addition to the
long-term liabilities that GM will absorb under its guarantee of
pension and OPEB obligations to Delphi workers, GM is expected to
provide other forms of near-term financial assistance in order to
prevent any significant work stoppage.  Financial assistance is
expected to come in a variety of forms, including the financing of
buyout packages.

High acceptance rates of buyout packages being offered to GM and
Delphi hourly workforces could facilitate the resolution of the
Delphi situation.  However, wage and benefit programs for the
remaining hourly workforce have yet to be resolved, and Delphi has
also not resolved its large underfunded pension position and faces
a pending $1.1 billion required contribution.  Fitch anticipates
that the Rating Watch Negative status will remain in place until a
new labor agreement is reached, and ratified by Delphi's unions.  
A Delphi work stoppage that results in a material shutdown of GM's
North American production would likely result in a downgrade of
the IDR and unsecured ratings to the 'CCC' category.  A review of
the rating could also take place in the event that GM's agreement
to sell a 51% interest in GMAC to a group of investors does not
proceed as planned, or in the event of a further deterioration in
operating results.  Recent product introductions have supported
revenues to date in 2006, providing time for GM to address its
fixed cost structure, although the duration of recent sales
performance remains uncertain given the continuing decline of
industry sales in the large SUV segment.  In addition, stresses in
the supply base and high commodity costs will continue to hinder
the company's cost reduction efforts.


GIBRALTAR LTD: S&P Holds Rating on Class C Notes & Removes Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on the
class C notes issued by Gibraltar Ltd., a high-yield arbitrage CBO
transaction managed by Seneca Investment Management, and removed
it from CreditWatch negative.  At the same time, the ratings on
the class A and B notes are affirmed.

The affirmed rating on the class C notes reflects factors that
have positively affected the available credit enhancement since
the rating was placed on CreditWatch negative in November 2005.
Since the class C notes were last downgraded in November 2003,
Gibraltar Ltd. has experienced $40.445 million in defaults.
However, $94.75 million has been paid down to the class A notes
since the November 2003 rating action.  Currently, the class A
balance is $164.125 million, down from $272 million at issuance.

Additionally, the credit quality of the collateral pool has
improved since the November 2005 CreditWatch placement.  As of the
March 31, 2006, monthly report, the transaction was carrying
$30.459 million in defaulted assets.  As of the May 31, 2006
report, all defaulted assets had been sold.  These sales have
significantly increased the quality of the collateral and have
increased the transaction's available cash.

Standard & Poor's has reviewed current cash flow runs generated
for Gibraltar Ltd. to determine the level of future defaults the
rated notes can withstand under various stressed default timing
and interest rate scenarios while still paying all of the interest
and principal due on the notes.  After comparing the results of
these cash flow runs with the projected default performance of the
performing assets in the collateral pool, Standard & Poor's
determined that the rating assigned to the class C notes was
consistent with the credit enhancement available.  Standard &
Poor's will continue to monitor the future performance of the
transaction to ensure that the ratings assigned to all of the
notes remain consistent with the credit enhancement available.
   

        Rating Affirmed and Removed from Creditwatch Negative
    
                           Gibraltar Ltd.

                                   Rating
                                   ------
                         Class   To       From
                         -----   --       ----
                         C       BB+      BB+/Watch Neg
     
                          Ratings Affirmed
    
                           Gibraltar Ltd.

                       Class           Rating
                       -----           ------
                       A               AAA
                       B-fixed         A-
                       B-floating      A-
   
Transaction Information

Issuer:              Gibraltar Ltd.
Co-issuer:           Gibraltar Corp.
Current Manager:     Seneca Investment Management
Underwriter:         Goldman Sachs & Co. Inc.
Trustee:             J.P. Morgan Chase Bank N.A.
Transaction type:    High-yield arbitrage CBO
   
Tranche                       Prior      Watchneg   Current
Information                   Downgrade  Placement  Action
Date (MM/YYYY)                11/2003    11/2005    06/2006
Class A note rtg.             AAA        AAA        AAA
Class A note balance (mil.$)  258.0      218.61     164.13
Class A OC ratio(%)           137.9      143.4      159.9
Class A OC ratio minimum(%)   119.0      119.0      119.0
Class B-fixed nt rating       A-         A-         A-
Class B-fixed nt bal (mil.$)  22.50      22.50      22.50
Class B-float note rtg.       A-         A-         A-
Class B-float nt bal (mil.$)  17.50      17.50      17.50
Class B OC ratio(%)           119.5      121.2      128.6
Class B OC ratio minimum(%)   110.0      110.0      110.0
Class C note rtg.             BB+        BB+        BB+
Class C note balance (mil.$)  24.00      24.00      24.00
Class C OC ratio(%)           110.6      110.9      115.0
Class C OC ratio minimum(%)   107.0      107.0      107.0
   
Portfolio Benchmarks                          Current
S&P Wtd. Avg. Rtg. (excl. defaulted)          B+
S&P Default Measure (excl. defaulted) (%)     4.37
S&P Variability Measure (excl. defaulted) (%) 3.04
S&P Correlation Measure (excl. defaulted)     1.09
Wtd. Avg. Coupon (excl. defaulted) (%)        8.06
Wtd. Avg. Spread (excl. defaulted) (%)        3.86
Oblig. Rtd. 'BBB-' and above (%)              13.60
Oblig. Rtd. 'BB-' and above (%)               32.44
Oblig. Rtd. 'B-' and above (%)                88.18
Oblig. Rtd. in 'CCC' range (%)                11.28
Oblig. Rtd. 'CC', 'SD' or 'D' (%)             0.00
Obligors on Watch Neg (excl. defaulted) (%)   3.17
    
S&P Rated OC (ROC) Prior To Action           Current
Class A nts (%)       124.12 (AAA)           124.12 (AAA)
Class B-fixed nts (%) 108.45 (A-)            108.45 (A-)
Class B-float nts (%) 108.45 (A-)            108.45 (A-)
Class C nts (%)       103.60 (BB+/Watch Neg) 103.60 (BB+)


GROUP 1 AUTOMOTIVE: Prices $250 Million of 2.25% Convertible Notes
------------------------------------------------------------------
Group 1 Automotive, Inc. (NYSE:GPI) disclosed the pricing of
$250 million aggregate principal amount of 2.25% convertible
senior notes due 2036 in a private offering to qualified
institutional buyers under Rule 144A under the Securities Act of
1933.  The Convertible Notes will be convertible into cash and, if
applicable, shares of Group 1 common stock, based on an initial
conversion price of approximately $59.43 per share.  Group 1 has
granted to the initial purchasers a 13-day over-allotment option
to purchase an additional $37.5 million aggregate principal amount
of Convertible Notes.

Interest on the Convertible Notes will be paid semi-annually at a
rate of 2.25% per year until June 15, 2016, and at a rate of 2.00%
per year thereafter.  The Convertible Notes will be redeemable by
the Company for cash at 100% of the principal amount of the notes
to be redeemed plus accrued and unpaid interest on or after June
20, 2011, but prior to June 15, 2016, in the event that the price
of Company's common stock is at least 130% of the conversion price
then in effect over a specified measurement period.  In addition,
the Convertible Notes will be redeemable by the Company at any
time on or after June 15, 2016.  Holders of the Convertible Notes
will be able to require Group 1 to repurchase their Convertible
Notes on June 15, 2016, for cash at 100% of the principal amount
to be repurchased plus accrued and unpaid interest, or on each
subsequent ten year anniversary until maturity, or upon the
occurrence of certain types of fundamental changes.

The Convertible Notes offering is expected to close on Monday,
June 26, 2006.

The Company intends to use the net proceeds from the issuance of
the Convertible Notes to:

    * repay a portion of its existing floor plan borrowings under
      its Credit Facility, which may be re-borrowed;

    * repurchase up to $50 million of shares of its common stock
      simultaneously with the offering; and

    * pay the approximately $31.0 million net cost of the
      convertible hedge and warrant transactions.

This stock repurchase replaces the previously announced stock
repurchase authorization of $42 million.

In connection with the offering, the Company has entered into
convertible note hedge and warrant transactions in respect of its
common stock with affiliates of certain of the initial purchasers
of the Convertible Notes to increase the effective conversion
premium on the Convertible Notes to 50%.  These transactions will
reduce the potential dilution upon future conversion of the
Convertible Notes by providing the Company with the option,
subject to certain exceptions, to acquire shares that offset the
delivery of newly issued shares upon settlement of conversion of
the Convertible Notes.  The counterparties to such transactions
have advised the Company that they or their affiliates have
entered into simultaneously with the pricing of the Convertible
Notes, and may enter into shortly after pricing, various
derivative transactions with respect to the Company's common
stock.  In addition, following pricing of the Convertible Notes,
the counterparties or their affiliates may purchase or sell shares
of the Company's common stock in secondary market transactions, or
enter into or unwind various derivative transactions relating to
the Company's common stock (including, without limitation, during
any observation period relating to any conversion of the
Convertible Notes).

The Convertible Notes and the common stock issuable upon
conversion of the Convertible Notes have not been registered under
the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

                  About Group 1 Automotive

Group 1 Automotive, Inc. (NYSE:GPI) owns 95 automotive dealerships
comprised of 136 franchises, 33 brands and 30 collision service
centers in California, Colorado, Florida, Georgia, Louisiana,
Massachusetts, New Hampshire, New Jersey, New Mexico, New York,
Oklahoma and Texas.  Through its dealerships, the company sells
new and used cars and light trucks; arranges related financing,
vehicle service and insurance contracts; provides maintenance and
repair services; and sells replacement parts.


GROUP 1 AUTOMOTIVE: Higher Debt Levels Cue S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook of
automotive retailer Group 1 Automotive Inc. to negative from
stable because of increased debt levels that will result from the
company's new $250 million convertible notes.

The 'BB' corporate credit rating on the company was affirmed.
Houston, Texas-based Group 1 will have pro forma debt of about
$750 million, including the present value of operating leases and
excluding floor plan liabilities.

Proceeds from the debt will be used to repurchase shares and to
reduce floor plan liabilities.  Standard & Poor's considers the
company's floor plan liabilities to be more akin to trade payables
than debt because of their indefinite maturity, high loan-to-value
ratios, and because manufacturer subsidies largely offset
borrowing costs.  Group 1's credit protection measures will
deteriorate.

The ratings reflect a weak financial profile resulting from an
aggressive acquisition strategy, combined with the competitive and
cyclical challenges of the automotive retail industry.


HEADWATERS INC: Offering $150MM of Sr. Notes in Private Placement
-----------------------------------------------------------------
Headwaters Incorporated (NYSE: HW) disclosed on June 20, 2006,
that it intends to offer, subject to market and other conditions,
$150 million of senior subordinated notes in a private placement
to qualified institutional buyers pursuant to exemptions from the
registration requirements of the Securities Act of 1933.  The
notes will mature in 2016 and will bear interest at a rate to be
determined.

Headwaters intends to use all of the net proceeds from the
offering to repay a portion of its senior secured credit facility.

Headquartered in South Jordan, Utah, Headwaters Incorporated --
http://www.hdwtrs.com/-- is a world leader in creating value   
through innovative advancements in the utilization of natural
resources.  Headwaters Inc. is a diversified growth company
providing products, technologies and services to the energy,
construction and home improvement industries.  Through its
alternative energy, coal combustion products, and building
materials businesses, the company earns a growing revenue stream
that provides the capital needed to expand and acquire synergistic
new business opportunities.


HEADWATERS INC: Moody's Rates Proposed $150 Million Notes at B3
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
for Headwaters Incorporated and assigned a B3 rating to the
company's proposed $150 million of senior subordinated notes due
2016.  The company will use a small amount of cash and the net
proceeds from the note offering to retire bank term debt and notes
payable, so its leverage will not change materially as a result of
the proposed financing.

In a related action, Moody's raised the rating on the company's
senior secured credit agreements to Ba3 from B1, reflecting the
improved ranking of the secured debt in the company's capital
structure.  Headwaters' rating outlook remains stable.

Headwaters' ratings reflect the company's high leverage, the
higher risks associated with some of its growth initiatives as it
seeks to replace the synfuel business with other alternative
energy technologies, and the possibility of further acquisitions.

In fiscal year 2005, Headwaters' synfuel business accounted for
close to two-thirds of its consolidated cash flow.  Moody's
ratings have always given little long-term weight to the synfuel
operations due to the uncertainty associated with Section 45K tax
credits and their scheduled expiry after 2007, but high oil prices
may cause the phase-out of Section 45K tax credits in 2006.  
Headwaters' ratings also consider a high degree of customer
concentration at Tapco and exposure to cyclical and seasonal
construction markets.

However, the B1 corporate family rating is supported by the good
operating margins, organic growth potential and strong market
positions held by CCP, Tapco, and Eldorado Stone, and Headwaters'
success in integrating these diverse businesses and reducing
leverage.  Earnings stability is enhanced by long-term CCP
management contracts and by Tapco's low-cost manufacturing
capabilities, leading market share for vinyl shutters, and the
breadth of its offerings of exterior residential building
products.

Moody's took these rating actions:

   * Assigned a B3 rating to its proposed $150 million of senior
     subordinated notes due 2016

   * Upgraded, to Ba3 from B1, the guaranteed senior secured
     credit facilities, which consist of a $60 million five-year
     revolving credit facility maturing September 8, 2009 and a
     term loan B facility maturing April 30, 2011

Affirmed these ratings:

   * B1 corporate family rating,
   * SGL-1 speculative grade liquidity rating.

Moody's previous rating action on Headwaters was in September
2004, when it assigned the previous ratings.

Headwaters Incorporated, headquartered in South Jordan, Utah,
is a diversified company providing products, technologies and
services to the energy and construction materials industries.  For
the fiscal year ended September 30, 2005, Headwaters had sales of
$1.06 billion.


HEADWATERS INC: S&P Rates Proposed $150 Million Subor. Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' subordinated
debt rating to Headwaters Inc.'s proposed $150 million
subordinated notes offering due 2016, based on preliminary terms
and conditions.

At the same time, S&P placed its 'BB-' senior secured bank loan
and '2' recovery ratings on Headwaters' $475 million credit
facilities on CreditWatch with positive implications, based on
expectations that the note offering proceeds will be used to
reduce the company's term loan.  S&P affirmed all other ratings,
including the 'BB-' corporate credit rating.  The outlook is
stable.

"If the transaction is completed as expected, we will raise the
bank loan rating to 'BB', one notch above the corporate credit
rating, and the recovery rating to '1', indicating expectations of
full recovery of principal in the event of a payment default,"
said Standard & Poor's credit analyst Pamela Rice.

Headwaters, based in South Jordan, Utah, has the leading U.S.
market share in post-combustion services to coal-fired electric
power plants.

With the possible termination of its synthetic fuels business
looming, Headwaters should be able to generate substantial
positive free cash flow for further debt reduction because of good
growth prospects for building products and fly ash, favorable end-
market conditions, and moderate capital spending needs.  In
addition, efficiency initiatives and operating synergies will
gradually strengthen profitability from already-strong levels.

"We could revise the outlook to negative if conditions in any of
Headwaters' markets worsen or if it pursues meaningful debt-
financed acquisitions while the continued viability of the
alternative energy business remains uncertain," Ms. Rice said.  
"It is unlikely we would change the outlook to positive over the
intermediate term unless one or more of the company's budding
technologies, such as coal cleaning or heavy oil upgrading,
becomes highly successful and the alternative fuels tax credit is
extended for several years."


HEATING OIL: Units Want CCAA Court to Implement Confirmation Order
------------------------------------------------------------------
Heating Oil Partners Income Fund (TSX: HIF.UN) reported that its
subsidiaries, Heating Oil Partners, L.P., Heating Oil Partners
G.P., Inc. and HOP Holdings, Inc. filed motion materials with the
Ontario Superior Court of Justice Commercial List in conjunction
with the proceedings under the Companies' Creditors Arrangement
Act for those companies.

On June 15, 2006, the U.S. Bankruptcy Court for the District of
Connecticut, Bridgeport Division issued an order confirming the
First Amended Joint Plan of Reorganization, as amended, of the
Company and Partners pursuant to Chapter 11 of the U.S. Bankruptcy
Code.  Further to the Confirmation Order, the Company and Partners
will be seeking an order pursuant to the CCAA recognizing and
implementing the Confirmation Order in Canada on Monday, June 26,
2006.  The Plan Applicants and Holdings will also be seeking an
order from the CCAA court authorizing Holdings to file an
assignment in bankruptcy pursuant to the Bankruptcy and Insolvency
Act.

                        Terms of the Plan

Under the terms of the reorganization plan, 100% of the equity of
the Company will be distributed to the Company's pre-petition
secured lenders in complete satisfaction of their secured claims
against the Company (approximately $118 million), which will
result in the Company being a private company.  This group of new
equity holders will also provide an $8 million equity infusion
following the Company's emergence from Chapter 11.

Holders of unsecured claims will be entitled to receive their pro
rata share of a cash distribution from a $525,000 settlement pool.  
Current equity investors in the Company, and holders of the Fund's
units, will receive no distribution.  It is anticipated that the
Fund will be dissolved and all existing units will be cancelled.

                   About Heating Oil Partners

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential      
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  

The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. D. Conn. Case No. 05-51271) and filed
for recognition of the chapter 11 proceedings under the Companies'
Creditors Arrangement Act (Canada).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, represent the Debtors
in their restructuring efforts.  Jeffrey D. Prol, Esq., at
Lowenstein Sandler PC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $127,278,000 in total assets and
$155,033,000 in total debts.


IRIDIUM SATELLITE: Moody's Junks Rating on Senior Sec. Facility
---------------------------------------------------------------  
Moody's Investors Service assigned a B3 Corporate Family Rating
and SGL-2 speculative grade liquidity to Iridium Satellite LLC.   
As well, Moody's assigned a B3 first priority senior secured and a
Caa1 second priority senior secured rating to the company's
prospective bank facility, subject to review of final
documentation.  This is the first time ratings have been
assigned to Iridium.  The outlook is stable.

The B3 Corporate Family Rating reflects considerable uncertainty
surrounding the company's long term future given its existing
satellite constellation has a finite life and there are no firm
plans to launch a replacement constellation.  In Moody's opinion,
however, Iridium's near-term outlook is reasonably strong based on
the likely continuance of its existing U.S. Department of Defense
anchor contract and Moody's expectations that market conditions
for mobile satellite service providers will remain favorable.

As a result, Moody's believes Iridium is likely to reduce its
EBITDA-based leverage to roughly 3 timnes by 2007, which will
provide the company with some flexibility to determine its future
direction well before its operations are impacted by the
significant longer term challenges it faces.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectations that, pro-forma the proposed financing, Iridium will
have approximately $20 million of combined cash balances and
unused revolver availability, no restrictive financial covenants,
and that free cash flow over the next year is expected to total
roughly $25 million compared to mandatory debt maturities of less
than $10 million.

Assignments:

Issuer: Iridium Satellite LLC

   * Corporate Family Rating, Assigned B3
   * Speculative Grade Liquidity Rating, Assigned SGL-2
   * Senior Secured Bank Credit Facility, Assigned B3
   * Senior Secured Bank Credit Facility, Assigned Caa1

Iridium Satellite LLC is a mobile satellite services company that
provides global telecommunication services to government and
commercial customers.  The company is headquartered in Bethesda,
Maryland.


ISORAY INC: Posts $1.6 Mil. Net Loss for 3rd Qtr. Ended March 31
----------------------------------------------------------------
IsoRay, Inc., reported a $1.6 million net loss on $479,225 of
revenues for the third quarter ended March 31, 2006, compared to a
$724,314 net loss on $50,565 of revenues for the same period in
2005.

At March 31, 2006, the Company's balance sheet showed $6 million
in total assets and $1.8 million in total liabilities.  As of
March 31, 2006, the company's accumulated deficit widened to
$10.9 million from an accumulated deficit of $5.3 million at June
30, 2005.

On Jan. 30, 2006, IsoRay closed a round of private financing under
its Oct. 17, 2005 private placement memorandum, as amended, which
was fully sold at $6 million.  In February, IsoRay commenced a new
round of private financing under its Feb. 1, 2006 private
placement memorandum, and had raised approximately $1.2 million
under that offering as of March 31, 2006.

The Company had approximately $1.2 million cash on hand as of
May 17, 2006.  As of that date, the Company's monthly required
cash operating expenditures were approximately $630,000, and
capital expenditures were approximately $50,000.  The management
believes that assuming expenditures continue at approximately the
same monthly rate that the Company's cash on hand would fund
operating expenditures through the end of the fiscal year,
June 30, 2006.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bd1

IsoRay, Inc., formerly known as Century Park Pictures Corporation
has no operations, assets or liabilities since its fiscal year
ended September 30, 1999 through June 30, 2005.  The company
merged with IsoRay Medical, Inc., on May 27, 2005, and the merger
closed on July 28, 2005.  As a result of the merger, the company
changed its name to IsoRay, Inc.  IsoRay Medical sells IsoRay
131Cs brachytherapy seed for the treatment of prostate cancer.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 28, 2006,
IsoRay's management indicated there's doubt about the company's
ability to continue as a going concern.  Management pointed to the
company's heavy cash expenditures and lack of additional
financing.  S. W. Hatfield, CPA, in Dallas, Texas, expressed
substantial doubt about IsoRay, Inc.'s ability to continue as a
going concern after auditing the financial statements for the
years ended June 30, 2005, Sept. 30, 2004, and 2003.  Hatfield
pointed to IsoRay's lack of operations and lack of additional
financing.


IVI COMMUNICATIONS: Bagel Josephs Expresses Going Concern Doubt
---------------------------------------------------------------
Bagel, Josephs, Levine & Company, LLC, in Gibbsboro, New Jersey,
raised substantial doubt about IVI Communications Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended March 31,
2006.  The auditor pointed to the Company's operating losses and
capital deficits.

Additionally, the Company sold off its operations in Colorado,
Oregon and California, and was operating essentially as a shell
company up until January 2005, when it acquired Internet Business
Consulting/AppState.net, LLC.  The Company is in the process of
restructuring and is continuing to search for more profitable

Internet and communications related service companies to acquire.
The Company reported a $4,158,104 net loss on $2,681,373 of total
revenues for the year ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $4,930,683
in total assets and $6,005,076 in total liabilities, resulting in
a $1,074,393 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $720,369 in total current assets available to pay
$5,552,944 in total current liabilities coming due within the next
12 months.

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

                          About IVI Comm

IVI Communications, Inc. -- http://www.ivn.net/-- acquires,  
consolidates and profitably operates locally branded ISPs to offer
state of the art dialup and fixed wireless (WIMAX) broadband
Internet access and other services such as VoIP Internet Telephony
to residential and business customers.

IVI has three wholly owned subsidiaries, Internet Business
Consulting, Inc., Futura, Inc., and AppState.Net.  IBC is a VoIP
services provider and a source of turnkey wireless networks that
has the expertise required to engineer, install, and support
wireless applications and solutions.  Futura, founded in September
1995, is a regional Internet Service Provider serving dialup, DSL
and VoIP in communities surrounding Little Rock, Arkansas.
AppState.net is an Internet Service Provider founded in July 1999
providing wireless and dialup Internet access to the Appalachian
State University town of Boone, NC.


J.L. FRENCH: Delaware Court Confirms Plan of Reorganization
-----------------------------------------------------------
After only 18 weeks under Chapter 11 protection, J.L. French
Automotive Castings, Inc. reported that the U.S. Bankruptcy Court
for the District of Delaware has confirmed the company's Plan of
Reorganization that details how the company will satisfy creditor
claims.  J.L. French anticipates that the company will emerge from
Chapter 11 protection at the end of June.

"I am pleased to communicate that we have successfully completed
our restructuring," stated Jack F. Falcon, chairman, CEO and
president.  "I want to acknowledge the tremendous support of
our major customers, employees, vendors, and creditors as well
as the professionals we engaged to help us reach our goals.

"When we emerge on June 30, J.L. French will have shed
$465 million in first and second lien senior secured debt and
$28.9 million in 11.5% senior subordinated unsecured notes.  
We will have acquired $130 million in new equity investment
and $255 million in new financing.  In recent months, our major
customers have made new business commitments to us, and we expect
to grow solidly into the future. Our work in Europe and China is
progressing to plan, and the opportunities in these markets are
encouraging.  With a strong balance sheet and capable production
centers, we foresee controlled, steady growth."

Upon emergence, the participants in the $130 million rights
offering will hold 92% of the common stock in the newly
reorganized company.  The holders of second lien debt will receive
the remaining 8% of new common stock in satisfaction of
approximately $170 million of claims.  The approved Plan of
Reorganization also calls for three tranches of warrants to be
made available to certain creditor classes with an exercise period
five years from the Plan's effective date.

The $130 million of new money investment, along with a new
$205 million term loan that is part of the exit facility, will
pay off first lien debt of approximately $295 million, as well
as fund certain costs associated with exiting bankruptcy.  The
newly reorganized company will then have $231 million in long-term
debt comprised of the term loan and some $26 million in other
secured debt.  The company's debt leverage will be approximately
3.5x projected 2006 earnings before certain deductions, as
compared to a pre-reorganization leverage of approximately 8.5x
earnings.

The new $205 million term facility is structured as $140 million
and $65 million in first and second lien term loans, respectively.  
The $255 million exit facility also contains a $50 million
revolver available to fund working capital needs.

Exit financing is being provided by Goldman Sachs Credit Partners
L.P. and Morgan Stanley Senior Funding, Inc.

                        About J.L. French

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is a global supplier   
of die cast aluminum components and assemblies with nine
manufacturing locations around the world including plants in the
United States, United Kingdom, Spain, and Mexico.  The company has
fourteen engineering/customer service offices to support its
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case No.
06-10119 to 06-06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kiesolstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.  
Ricardo Palacio, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes, PA, represents the Official Committee Of Unsecured
Creditors.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts of more than $100 million.


KAMP RE: S&P Retains Negative Watch on CC-Rated $190 Million Note
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CC' senior
secured debt rating on KAMP RE 2005 Ltd.'s $190 million floating-
rate principal-at-risk note, which is due Dec. 14, 2007, remains
on CreditWatch with negative implications, where it was placed on
Oct. 13, 2005.

Although the paid losses and loss reserve related to Hurricane
Katrina are in excess of the trigger amount and outstanding
principal balance, the notes are not in default, as the paid
losses have not reached the point of attachment.  The notes are
highly vulnerable to nonpayment.

"The rating will remain on CreditWatch as long as the loss-
estimating process is more reliant on actuarial modeling that
actual loss appraisals," said Standard & Poor's credit analyst
Gary Martucci.  "We will continue to monitor loss estimates."


MEDIQUIP HOLDINGS: Malone & Bailey Expresses Going Concern Doubt
----------------------------------------------------------------
Malone & Bailey, P.C., in Houston, Texas, raised substantial doubt
about MediQuip Holdings, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Jan. 31, 2006.  The auditor pointed
to the Company's recurring losses from operations and working
capital deficiency.

The Company reported a $3,304,789 net loss on $2,286,355 of total
revenues for the year ended Jan. 31, 2006.

At Jan. 31, 2006, the Company's balance sheet showed $903,655 in
total assets and $1,118,672 in total liabilities, resulting in a
$215,017 stockholders' deficit.

The Company's January 31 balance sheet also showed strained
liquidity with $719,040 in total current assets available to pay
$1,072,671 in total current liabilities coming due within the next
12 months.

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

                      About MediQuip Holdings

Based in Kent, United Kingdom, MediQuip Holdings Inc. fka True
Health, Inc. -- http://www.mediquip.co.uk/shop/-- delivers  
healthcare products and services to its private and public
healthcare customers.  The Company is a provider of total
procurement solutions that creates savings for its customers.
Through its wholly-owned subsidiary in the United Kingdom,
Westmeria Health Care Ltd., it specializes in providing medical
equipment and professionals in the medical and social care
sectors to some of the largest healthcare customers in the United
Kingdom.


MERRILL LYNCH: Fitch Lifts Ratings on Class B-2 & B-5 Certificates
------------------------------------------------------------------
Fitch has taken rating actions on these Merrill Lynch Mortgage
Investors mortgage pass-through certificates:

Series 2003-A3

    -- Class A affirmed at 'AAA';
    -- Class M-1 upgraded to 'AAA' from 'AA+';
    -- Class M-2 upgraded to 'AA+' from 'A+';
    -- Class M-3 upgraded to 'AA' from 'A';
    -- Class B-1 upgraded to 'A' from 'BBB';
    -- Class B-2 upgraded to 'BBB-' from 'BB'.

Series 2003-B

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 upgraded to 'AA+' from 'AA';
    -- Class B-3 upgraded to 'AA' from 'A+' ;
    -- Class B-4 upgraded to 'AA-' from 'BBB+';
    -- Class B-5 upgraded to 'BBB' from 'BB'.

The collateral consists of 15- to 30-year adjustable-rate
mortgages extended to prime borrowers primarily secured by first
liens on one- to four-family residential properties.  As of the
May 2005 distribution date, the transactions are seasoned from a
range of 36 to 38 months and the pool factors (current principal
balance as a percentage of the original) range from approximately
36% to 38%.  The servicer for series 2003-A3 is Wells Fargo Home
Mortgage, Inc (rated 'RPS1' by Fitch), and for series 2003-B is
Capstead Mortgage Corporation (not rated by Fitch).

Since the last review of these transactions in November 2005, when
all classes excluding the 'AAA' were upgraded, credit enhancement
has increased and no losses were realized.  The levels of CE for
all certificates have at least doubled since issuance, and there
is no collateral in the Foreclosure and Real Estate Owned
delinquency buckets.  The amount of collateral in the delinquency
pipeline for both transactions ranges from only 81 to 87 basis
points, with the majority concentrated in the 30+ bucket. For
series 2003-A3, the balance of the non-rated tranche is $697,416,
or 0.51% of the current collateral balance.  For series 2003-B,
the balance of the non-rated tranche is $3,062,982, or 0.79% of
the current collateral balance.


MICROFIELD GROUP: Posts $5.2 Mil. Net Loss in 2006 1st Fiscal Qtr.
------------------------------------------------------------------
Microfield Group Inc., fka Microfield Graphics Inc., filed with
the Securities and Exchange Commission its first quarter financial
statements for the three months ended April 1, 2006.

The Company reported a $5,221,407 net loss on $15,833,167 of
revenues for the three months ended April 1, 2006.

At April 1, 2006, the Company's balance sheet showed $53,296,695
in total assets, $30,102,531 in total liabilities, and $23,194,164
in positive stockholders' equity.

The Company's April 1 balance sheet showed strained liquidity with
$10,793,483 in total current assets available to pay $17,496,922
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's financial statements for the
three months ended April 1, 2006, is available for free at
http://researcharchives.com/t/s?bc2

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP in McLean, Virginia,
raised substantial doubt about the ability of Microfield Group 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
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

                      About Microfield Group

Headquartered in Portland, Oregon, Microfield Group, Inc. --
http://www.microfield.com/-- is engaged in the arena of energy
related technology products and services.  Through its
subsidiaries, Microfield offers an array of new technologies for
energy production, distribution, and management.  Microfield also
offers services within other segments including data, telephony
and fire/life/security systems.  The company's strategic objective
is to grow its customer base and brand value to capitalize on
acquisition opportunities and strategic partnerships that broaden
its product and service offerings in the energy field.


MIRANT CORP: Creditors Committee Objects to Professional Fees
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant
Corporation, et al., objects to the requests for payment of fees
and reimbursement of expenses of these professionals and the
parties they represent:

    Professional                              Party Represented
    ------------                              -----------------
    Brown Rudnick Berlack Israels LLP and     Equity Committee
    Hohmann, Taube & Summers, L.L.P.

    Cadwalder, Wickersham & Taft LLP, and     MAGi Committee
    Cox Smith Matthews Incorporated

    Peter J. Solomon Company                  Equity Committee

    Houlihan Lokey Howard & Zukin             MAGi Committee

    Blackstone Group L.P.                     Debtors

    The Wilson Law Firm, P.C.                 Frank Smith, Kent
                                              Koerper, Peter
                                              Depavloff, Bart
                                              Engram, Mary Leight
                                              and L. Matt Wilson

Fredric Sosnick, Esq., at Shearman & Sterling LLP, in New York,
asserts that Brown and Hohmann have been paid more than
$6,200,000, which adequately compensates them for their efforts.
In addition, Brown and Hohmann are unable to demonstrate that
they did anything more than "what any competent counsel would
have done under similar circumstances."

Cadwalader and Cox Smith fail to establish exceptional
circumstances to justify a fee enhancement, Mr. Sosnick says.
Even if the Court were to conclude that exceptional circumstances
exist, Cadwalader and Cox Smith fail to demonstrate that the
quality of representation they provided was "superior to that
which one would reasonably expect."

The Mirant Committee disputes the calculation of the proper
transaction fee that should be awarded for Peter J. Solomon.
Instead of $3,400,000, Mr. Sosnick contends that Peter J. Solomon
is entitled to $2,120,000 in transaction fees pursuant to the
terms of its engagement letter.

Mr. Sosnick argues that Houlihan Lokey's $9,800,000 transaction
fee is "unreasonably high," and far in excess of transaction or
success fees paid to comparable firms under similar
circumstances.  The Mirant Committee asks the Court to deny
Houlihan's Fee Application and reduce Houlihan's transaction fee
to a reasonable amount.

The Mirant Committee believes that Blackstone's $7,000,000
transaction fee and $7,200,000 in other fees is sufficient
compensation for the firm's work in the Debtors' cases.  No
additional compensation should be awarded, Mr. Sosnick says.

The Mirant Committee asks the Court to deny the Wilson
Shareholders' fee application in its entirety.  Mr. Sosnick
argues that:

     (i) the fees underlying the application were never "incurred"
         by the Wilson Shareholders; and

    (ii) the Wilson Shareholders are unable to establish that they
         made a "substantial contribution" to the Debtors' cases.

"[The Wilson Shareholders'] activities were duplicative of the
efforts of the Equity Committee, wasted countless hours of court
time and thus added no value," Mr. Sosnick points out.

For these reasons, the Mirant Committee asks the Court to deny
the fee applications.

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: Court Denies Shareholders' Move for Protective Order
-----------------------------------------------------------------
Certain shareholders represented by the Wilson Law Firm, P.C.,
filed separate fee applications seeking payment for monthly fees
totaling $712,518 and $6,450,000 as contingency success fee.

Because of those fee applications, Reorganized Mirant Corporation
and its debtor-affiliates propounded discovery requests from the
Wilson Shareholders -- Frank Smith, Kent Koerper, Peter Depavloff,
Bart Engram, Mary Leight and L. Matt Wilson.

The Shareholders ask the Court for a protective order and to
quash New Mirant's discovery requests.

L. Matt Wilson, Esq., at The Wilson Law Firm, P.C., in Atlanta,
Georgia, asserts that the discovery requests, among other things,
broadly seek attorney-client privileged information and attorney
work product privileged information.

                          New Mirant Objects

Jason D. Schauer, Esq., at White & Case LLP, in Miami, Florida,
explains that the purpose of New Mirant's discovery request is to
narrow issues so a hearing on the Shareholders' Fee Application
may proceed efficiently and without surprise.

New Mirant asks the Court to compel the Shareholders to submit to
discovery.  New Mirant also asks the Court deny the Shareholders'
requests for a protective order and to quash discovery.

                     Wilson Shareholders' Reply

Mr. Wilson contends that New Mirant failed to:

    * obtain leave from the Court to conduct the discovery;

    * articulate the relevance of the discovery to the fee
      requests; and

    * limit the scope of their discovery, resulting to "excessive,
      burdensome or oppressive" requests.

Thus, the Shareholders ask the Court for a protective order and
to deny New Mirant's request to compel responses to discovery.

                           *     *     *

Judge Lynn denies, in all respects, the Shareholders' requests
for a protective order and to quash New Mirant's discovery.

The Court grants New Mirant's request to compel the Shareholders'
responses to the discovery requests subject to any attorney-
client privilege claims.

With respect to any documents withheld on the basis of attorney-
client privilege, Judge Lynn directs the Shareholders to provide
a privilege log to Mirant's counsel.  The log must be prepared by
category rather than by individual document.

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 ENERGY: USGen Files Post-Confirmation Reports
------------------------------------------------------
Pursuant to its Second Amended Plan of Liquidation, USGen New
England, Inc., delivered to the U.S. Bankruptcy Court for the
Middle District of Maryland post-confirmation Chapter 11 reports
for the period from May 12, 2005, through November 30, 2005, and
from December 1, 2005, through May 31, 2006.

USGen's Second Amended Plan became effective on June 1, 2005.

                  Distributions under the Plan

                                          5/12/05       12/01/05
                                        to 11/30/05    to 5/31/06
                                        -----------    ----------
Priority Payment of Admin. Expenses:
   Trustee's commission (if any)                N/A           N/A
   Accountants' fees and expenses               N/A           N/A
   Auctioneers' and appraisers'
      fees and expenses                         N/A           N/A
   USGen attorneys' fees & expenses      $2,772,578     3,920,133
   Creditors Committee attorneys'
      fees and expenses                     345,639     3,201,255
   Trustee's counsel fees & expenses            N/A           N/A
   Other professional fees               11,429,193       114,837
   U.S. Trustee fees                         20,000        20,000
   Taxes, fines, penalties, etc.                N/A           N/A
   Other administration expenses                N/A           N/A
                                     --------------   -----------
                                        $14,567,410    $7,256,225

Payments to Creditors:
   prepetition claims,
      Section 507(a)(2)                         N/A           N/A
   Wages, etc., Section 507(a)(3)               N/A           N/A
   Contributions, employee benefit
      plans, Sect. 507(a)(4)                    N/A           N/A
   Deposits for undelivered
      services or property,
      Sect. 507(a)(6)                           N/A           N/A
   Taxes, Section 507(a)(7)                     N/A           N/A
   Secured payments                             N/A           N/A
   Unsecured payments                $1,186,233,669   $15,078,984
   Others                                       N/A       402,000
                                     --------------   -----------
                                     $1,186,233,669   $15,480,984

Other Payments:
   Amounts paid to equity holders      $108,056,588   $15,500,000
   Surplus returned to USGen                    N/A           N/A
                                     --------------   -----------
                                       $108,056,588   $15,500,000

Operating Expenses:
   Actual business operations           $15,961,869      $252,417

                                     --------------   -----------
      TOTAL DISBURSEMENTS            $1,324,819,535   $38,489,627
                                     ==============   ===========

According to Emmett Bergman, agent of the Plan Administrator,
USGen, as of June 2, 2006, has made cumulative distributions of
$1,201,312,653 to Class 3 claim holders.

The majority of the first and final Class 3 creditor
distributions, totaling $1,186,233,669, occurred between June 6
and July 29, 2005.  The remaining distributions were made
December 1, 2005 through May 31, 2006.

The Plan Administrator is holding approximately $113,300,000 in
reserve pending the resolution of three disputed unsecured
claims:

   Claimant                         Claim No.       Amount
   --------                         ---------       ------
   Tennessee Gas Pipeline Company      410        $41,000,000
   TransCanada Pipelines, Ltd.          73       C$71,133,276
   Brascan Energy Marketing, Inc.'s      -        $24,934,700

                      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: Posts $857,058 Net Sales in Qtr. Ended April 30
----------------------------------------------------------------
National Energy Services Company, Inc., filed its second quarter
financial statements for the three months ended April 30, 2006,
with the Securities and Exchange Commission on June 14, 2006.

The Company reported a $20,660 net loss on $857,058 of revenues
for the three months ended April 30, 2006.

At April 30, 2006, the Company's balance sheet showed $1,286,436
in total assets and $2,268,092 in total liabilities resulting in a
$981,656 stockholders' deficit.

The Company's April 30 balance sheet also showed strained
liquidity with $856,767 in total current assets available to pay
$1,408,145 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?bd0

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2006,
Bagell Josephs & Company, LLC, expressed substantial doubt about
National Energy Services Company, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal years ended October 31, 2005 and 2004.  The
auditing firm pointed to the Company's substantial net losses for
the years ended October 31, 2005 and 2004 that has resulted in
substantial accumulated deficits.  

                    About National Energy

Headquartered in Egg Harbor Township, New Jersey, National Energy
Services Company, Inc. -- http://www.nescorporation.com/-- The  
Company is engaged in the business of marketing a comprehensive
energy management program for long- term care and hospitality
facilities.  The program features an upgrade to lighting fixtures,
improved heating, venting and air conditioning (HVAC) equipment,
ozone laundry support systems (OLSS).  The facilities generally
recover the cost of these renovations through the monthly energy
savings, resulting in no out-of-pocket costs to the facility.

As of Oct. 31, 2005, National Energy's stockholders' equity
deficit widened to $1,002,314 from a deficit of $295,208 at
Oct. 31, 2004.


NVE INC: Gets Court Nod to Enter Insurance Accord with A.I.Credit
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
NVE Inc., dba NVE Pharmaceuticals, Inc., permission to enter into
Insurance Premium Finance Agreement with A.I.Credit Corp., or its
subsidiary AICCO, Inc.

The Debtor wants to product liability and general liability
insurance policies with certain companies and of financing the
premiums for same through A.I.Credit Corp., or its subsidiary
AICCO, Inc.

Leonard C. Walczyk, Esq., at Wasserman, Jurista & Stolz, P.C.,
told the Court that to finance these insurance premiums, AICCO
requires that the Debtor executes an Insurance Premium Finance
Agreement, which agreement sets forth the rights of AICCO to
cancel the policies, and to collect unearned premiums.

The Financing Arrangement provides for an initial cash down
payment of $231,636 which the Debtor already paid.  The total
premiums are $661,817, and the amount to be financed is $430,181.  
When adding a finance charge of $11,586, the total payments
required to be paid by the Debtor for the balance of the Insurance
Financing Agreement is $441,767.  The payments will be made in
seven consecutive monthly payments of $63,109.

According to Mr. Walczyk, the Debtor has been unable to obtain
this Insurance Premium Financing from any other source under
similar or better terms.  

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.


OCA INC: Court Dismisses Motions Enforcing Automatic Stay
---------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana dismissed as moot on June 2, 2006:

   -- a motion filed by OCA Outsource, Inc., an affiliate of OCA
      Inc., to enforce automatic stay, and to cite for contempt
      and give sanctions for violations of second order against
      George Marse, D.D.S, and George Marse, D.D.S., P.C.; and

   -- a motion for relief from automatic stay filed by George
      Marse, a creditor.

OCA Outsource made this motion because of Dr. Marse's willful
violation of the automatic stay, and contumacious and willful
violation of the Bankruptcy Court's Second Order [P-46], Warren
Horn, Esq., at Heller Draper Hayden Patrick & Horn, LLC, told the
Court.

The Second Order, dated March 15, 2006, ordered that all
Affiliated Practices (defined in the motion and order) from whom
the Debtors have not received written notice of termination or
default prior to their bankruptcy filing will continue to comply
with the Business Service Agreements.

The Second Order also:

   -- authorized the Debtor to continue to operate under and
      provide services pursuant to BSAs;

   -- authorized the Debtors to pay certain prepetition
      obligations in connection with BSAs; and

   -- directed Affiliated Practices to continue to operate under
      the BSAs, including, without limitation, making timely
      deposits and payments to the Debtors.

Dr. Marse filed a motion for relief from the automatic stay and
objected to the Second Order directing Affiliated Practices to
continue to operate under the BSAs.  The Bankruptcy Court
overruled Dr. Marse's objection at a hearing on April 5, 2006, and
denied Dr. Marse's motion for relief from automatic stay on
April 11, 2006.

Dr. Marse entered into an Outsource Agreement with OCA Outsource
in Jan. 2005.  The agreement is an executory contract and a BSA.  
At the April 5 hearing, Dr. Marse argued that the agreement is not
a BSA and is not governed by the Second Order.  Also at that
hearing, Dr. Marse's counsel was admonished by the Court that if
Dr. Marse refused to comply with the Second Order, he did so "at
his own peril."

Notwithstanding the clear language of the Second Order, Dr. Marse
willfully refused and failed to pay the required payments due to
OCA Outsource under the Outsource Agreement, Mr. Horn added.

Dr. Marse filed another motion to lift automatic stay relating to
the Outsource Agreement.  The order overruling Dr. Marse
objections entered on April 11, 2006, clearly states that the
Second Order remains in full force and effect until further order
from this Bankruptcy Court.

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.


OPTICAL DATACOMM: Court Converts Ch. 11 Case to Ch. 7 Liquidation
-----------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware converted Optical Datacomm, LLC's
chapter 11 case to a chapter 7 liquidation proceeding.  

Frederick B. Rosner, Esq., the Chapter 11 Trustee for the Debtor's
bankruptcy estate, sought the conversion saying the chapter 11
estate is administratively insolvent and he can't propose a
feasible plan.  Mr. Rosner added that the estate's principal
remaining asset can be more effectively prosecuted in the context
of a chapter 7 liquidation proceeding.

Since his appointment, the Chapter 11 Trustee prosecuted numerous
avoidance actions and has collected proceeds.  In addition, the
Chapter 11 Trustee resolved litigation against the Debtor's bank
lenders.  Under the settlement, the bank lenders now hold an
allowed general unsecured claim of $35.5 million less the
aggregate amount of all payments, if any, they may receive from
the liquidation of any remaining collateral.

The Ch. 11 Trustee also filed a lawsuit against Larry Large, et
al.  The Large Litigation seeks recovery of the $70 million on a
fraudulent transfer theory and its effective prosecution presents
the only hope for any recovery to the estate's general unsecured
creditors.

The Court named Jeoffrey L. Burtch as the interim chapter 7
trustee.

Optical Datacomm, LLC, now known as OODC LLC, supplies network
integration services solutions and design and manufactures
custom connectionized fiber optic, copper and coaxial cable
assemblies to telecommunication companies worldwide.  The Company
filed for chapter 11 protection on November 17, 2001.  H. Jeffrey
Schwartz, Esq. at Benesch, Friedlander, Coplan & Aronoff, LLP
and Joel A. Waite, Esq. at Young Conaway Stargatt & Taylor
represent the Debtor in its restructuring efforts.  Anthony
M. Saccullo, Esq., and Neil B. Glassman, Esq, at The Bayard
Firm represent the Debtor's Official Committee of Unsecured
Creditors.  In its petition, the Company listed estimated assets
of $10 million to $50 million and estimated debts of $50 million
to $100 million.


OXFORD MEDIA: March 31 Working Capital Deficit Tops $4.4 Million
----------------------------------------------------------------
Oxford Media, Inc., incurred a $6,380,641 net loss on $1,049,985
of revenues for the three months ended March 31, 2006, compared to
a $249,545 net loss on $1,032,827 of revenues for the same period
in 2005.

At March 31, 2006, the Company's balance sheet showed $4.2 million
in total assets and $7.4 million in total liabilities, resulting
in a $3.2 million stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1.5 million in total current assets available to
pay $5.9 million in total current liabilities coming due within
the next 12 months.

During the quarter ended March 31, 2006, the Company obtained new
short-term debt financing in the amount of $1,966,666.

To obtain profitable operations, the Company's management plans to
increase revenues by including the rollout of its VOD systems in
the hospitality industry, along with increasing revenues from
network consulting and telecommunications.  In addition,
management plans to finance future operations through private or
public issuances of the Company's common stock; however, the
successfulness of these efforts cannot be assured and may not be
available on terms acceptable to the Company at the time the
financing is needed.

The Company has engaged an investment banking firm to raise a
maximum of $15 million to allow the Company to fund its ongoing
operations as well as allowing for its future growth in the VOD
business and further expansion into a wireless private broadband
network using WiMAX technology.  The Company expects to receive
the funding in the second quarter of 2006.

                     Going Concern Doubt

McKennon Wilson & Morgan LLP expressed substantial doubt about
Oxford Media's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Dec. 31, 2005.  The auditing firm pointed to the Company's
losses from operations and working capital deficiency.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bc8

                        About Oxford Media

Headquartered in Irvine, California, Oxford Media, Inc. --
http://www.oxfordmediainc.com/-- develops private broadband  
networks and proprietary software and hardware.  Through private
broadband networks, it provides broadband Internet access, and
video and audio content on demand via a pay-per-view basis
primarily to small and mid-sized hotels and motels in the United
States.  The company's products include VOD movie server, a
digital computer operated system that provides a 'menu' of
available movies to the hotel guests; STB Controller; and
Management Server, a control and billing system that controls the
movie server and the hotel VOD movie billing operations.


PARMALAT USA: Grand Cayman Court Appoints Kroll as Liquidator
-------------------------------------------------------------  
In a judgment dated May 12, 2006, the Grand Court of Cayman
Islands appointed Gordon I. MacRae and James Cleaver at Kroll
(Cayman) Limited as Joint Official Liquidators of Parmalat
Capital Finance Limited, Dairy Holdings Limited, and Food
Holdings Limited.

The Cayman Court has yet to enter an order regarding the
judgment.

The Official Liquidators expect Parmalat Finanziaria SpA and its
affiliates and subsidiaries to file a notice of appeal from the
Grand Court Order.

Messrs. Cleaver and MacRae are former partners of Ernst & Young
Restructuring Ltd., before the Cayman Islands insolvency and
advisory arm of Ernst & Young was acquired by Kroll Cayman, an
affiliate of Kroll, Inc., in 2005.

                          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: Creditors Approve Parmalat Brasil Sale to LatAm
-------------------------------------------------------------
Creditors of Parmalat Brasil Industria de Alimentos SA on May 26,
2006, agreed to sell Parmalat Finanziaria SpA's Brazilian unit to
Latin American Equity Partners, Reuters reports.

The transaction will allow the unit to emerge from bankruptcy
protection.

As part of the agreement, 51% of Parmalat Brasil's Batavia unit
will be sold Perdigao SA.

LatAm is a Brazilian investment fund.  Perdigao is a producer and
distributor of meat and poultry products.

The creditors agree to give LatAm control of Parmalat Brasil in
exchange for its BRL20,000,000 -- $8,850,000 -- investment.

Perdigao paid BRL101,000,000 for the Batavia stake.

According to Reuters, the creditors agreed to write off 85% of
Parmalat Brasil's liabilities estimated at BRL970,000,000.  The
new owners will pay the remaining debt at closing.

LatAm Managing Partner Marcus Elias told Reuters in an interview
that the investment fund plans to license the Parmalat brand name
from Parmalat Brasil's parent, which will no longer have a stake
in the unit after the sale.

                       Perdigao's Statement

Pursuant to CVM Instruction 358 of January 3, 2002, Perdigao S.A.
(NYSE: PDA) announced that PDA Distribuidora de Alimentos Ltda., a
corporation indirectly controlled by Perdigao S.A., has acquired
51% of the capital stock of Batavia S/A Industria de Alimentos,
subject to the effective transfer of shares.

PDA, Batavia, Cooperativa Central de Laticinios do Parana
Ltda., Cooperativa Central Agromilk ("CCA" and, jointly
with CCLPL, the "Cooperatives") and Parmalat Brasil S.A.
Industria de Alimentos have concluded a series of transactions
under which:

     1. PDA has acquired from Parmalat at a price of
        BRL101,000,000, 73,542,000 common shares issued by
        Batavia and held by Parmalat and the totality of the
        equipment that up to the present time has been leased
        free of charge by Parmalat to Batavia;

     2. PDA has acquired from the Cooperatives at a total price
        of BRL8,700,000, 5,000,000 common nominative shares
        issued by Batavia and held by said Cooperatives; and

     3. The implementation and conclusion of the operations are
        subject to compliance with the suspensive conditions in
        the documents relative to the transactions.

                          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.


PENN NATIONAL: Ernst & Young Replaces BDO Seidman as Auditor
------------------------------------------------------------
The Audit Committee of the Board of Directors of Penn National
Gaming, Inc., dismissed BDO Seidman, LLP, as the Company's
independent registered public accounting firm on June 12, 2006.

The Committee engaged Ernst & Young, LLP, as the Company's new
auditor, in light of the relative strength of E&Y's experience
with gaming companies.

BDO's report on the Company's consolidated financial statements
for the fiscal years ended Dec. 31, 2005, and 2004 did not contain
an adverse opinion or a disclaimer of opinion, nor was that report
qualified or modified as to uncertainty, audit scope or accounting
principles.  BDO's report, dated March 7, 2006, on the
consolidated financial statements of the Company expressed an
unqualified opinion.   BDO's report on management's assessment of
the effectiveness of internal control over financial reporting,
and the effectiveness of internal control over financial reporting
for the Company as of Dec. 31, 2005, contained no adverse opinion
or disclaimer of opinion.

During the Company's fiscal years ended Dec. 31, 2005, and 2004,
and through June 12, 2006, the Company did not have any
disagreements with BDO on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of BDO, would have caused it to make reference to the
subject matter of the disagreements in connection with its report.

Penn National Gaming, Inc. -- http://www.pngaming.com/-- owns and  
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The Company presently operates fifteen
facilities in thirteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's facilities feature over 17,500 slot
machines, over 400 table games, over 2,000 hotel rooms and
approximately 575,000 square feet of gaming floor space.  The
property statistics in this paragraph exclude two Argosy
properties which the company anticipates divesting, but are
inclusive of the Company's Casino Magic - Bay St. Louis, in Bay
St. Louis, Mississippi and the Boomtown Biloxi casino in Biloxi,
Mississippi, which remain closed following extensive damage
incurred as a result of Hurricane Katrina.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service raised the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook, including its
Corporate family rating, to Ba2 from Ba3; $750 million revolver
due 2010, to Ba2 from Ba3; $325 million term loan due 2011, to Ba2
from Ba3; $1,650 million term loan B due 2012, to Ba2 from Ba3;
$175 million 8.875% guaranteed senior subordinated notes due 2010,
to Ba3 from B2; $200 million 6.875% guaranteed senior subordinated
notes due 2011, to Ba3 from B2; and $250 million 6.750% not
guaranteed senior subordinated notes due 2015, to B1 from B3.

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Standard & Poor's Ratings Services raised its ratings on casino
owner and operator Penn National Gaming Inc., including its issuer
credit rating to 'BB' from 'BB-'.


PLATFORM LEARNING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Platform Learning Inc.
        55 Broad Street, 25th Floor
        New York, New York 10004
        Tel: (646) 442-2500
        Fax: (646) 442-2501

Bankruptcy Case No.: 06-11391

Type of Business: The Debtor provides comprehensive supplemental
                  educational services through their Learn-to-
                  Succeed tutoring program to public school
                  students that are in need of improvement.
                  See http://www.platformlearning.com/

Chapter 11 Petition Date: June 21, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: David M. Bass, Esq.
                  Herrick, Feinstein LLP
                  2 Park Avenue
                  New York, New York 10016
                  Tel: (212) 592-1400
                  Fax: (212) 592-1500

Total Assets: $21,026,148

Total Debts:  $36,933,490

Debtor's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Scholastic Inc.                   Trade Vendor         $2,896,336
Beth Polcari
557 Broadway
New York, NY 10012
Tel: (212) 965-7404

Adecco USA, Inc.                  Trade Vendor         $2,476,648
Richard Colefield
Attn: General Counsel
175 Broad Hollow Road
Melville, NY 11747
Tel: (212) 509-3300

Philosophy IB                     Trade Vendor           $818,269
Christine Lohtz
25 A Vreeland Road
Suite 100
Florham Park, NJ 07932

Cambium Learning                  Trade Vendor           $722,207
David Caron, CFO
313 Speen Street
Natick, MA 01760
Tel: (508) 647-1340

Suttle Straus                     Trade Vendor           $463,170
John Fox
P.O. Box 370
Waunakee, WI 53597
Tel: (608) 849-7000 x222

Ace Printing Company Inc.         Trade Vendor           $289,940
Mike Marantz
54 Fadem Road
Springfield, NJ 07081
Tel: (973) 467-4422

Korn Ferry International          Trade Vendor           $273,811
1900 Avenue of the Stars
26th Floor
Los Angeles, CA 90067
Christine Donovan, Esq.
The Donovan Group
2920 Newport Boulevard, Suite B
Newport Beach, CA 92663
Tel: (949) 673-8674

Ultimus                           Trade Vendor           $248,501
15200 Weston Parkway
Suite 106
Cary, NC 27513

Print Media                       Trade Vendor           $246,749
350 7th Avenue, 12th Floor
New York, NY 10001

Prudential Financial              Trade Vendor           $241,595
P.O. Box 841337
Dallas, TX 75284

KB Toys Wholesale, Inc.           Trade Vendor           $240,872
100 West Street
Pittsfield, MA 01201

Recruitmax Software, Inc.         Trade Vendor           $231,114
c/o Mark Silverman
Vurv Technology
7600 Centurian Parkway
Suite 100
Jacksonville, FL 32256

Harcourt Assessment, Inc.         Trade Vendor           $228,775
Customer Service
P.O. Box 708912
San Antonio, TX 78270-8912

Managerial Design Corp.           Trade Vendor           $225,774
1033 Solutions Center
Chicago, IL 60677-1000

VirtualEdge Corp.                 Trade Vendor           $207,778
1010 Stony Hill Road
Yardley, PA 19067

AXA Corp. Solutions               Leasehold              $202,374
Reinsurance Co.
17 State Street, 38th Floor
New York, NY 10004

EPredix                           Trade Vendor           $193,872
MI 06, P.O. Box 1150
Minneapolis, MN 55480-1150

Russell Reynolds Assoc.           Trade Vendor           $185,953
200 Park Avenue
New York, NY 10166-7018

Nixon Peabody LLP                 Legal Services         $180,000
437 Madison Avenue
New York, NY 10022

Hudson Bay Environments           Trade Vendor           $175,571
One Fordham Plaza
Bronx, NY 10458-5871


PLIANT CORP: Files Third Amended Plan of Reorganization in Del.
---------------------------------------------------------------
Pliant Corporation delivered to the U.S. Bankruptcy Court for the
District of Delaware its Third Amended Plan of Reorganization on
June 5, 2006.

Pliant Vice President and General Counsel Stephen T. Auburn
discloses that the Third Amended Plan includes a new class --
Class 11A, which consists of the Durham Subordinated Claims.  The
Claims are impaired.  The Durham Subordinated Claims are the
claims of the Durham Parties related to the Durham Put Shares to
the extent subordinated by the Bankruptcy Court pursuant to
Section 510(b) of the Bankruptcy Code.

The Durham Parties refers to Richard P. Durham and Durham
Capital, L.L.C.

The Durham Put Shares refers to the capital stock and warrants of
the Debtors that are subject to the alleged "put" right of the
Durham Parties.  As of the Petition Date, the Durham Put
Shares consisted of 18,200 shares of outstanding common stock,
1,232 shares of Series A Preferred Stock and 1,250 Warrants.

The Plan provides if and to the extent the Court determines that
Holders of Allowed Durham Subordinated Claims are entitled to
receive:

   (a) a portion of the New Equity Common Stock that is otherwise
       distributable to Holders of Outstanding Common Stock
       Interests; or

   (b) a portion of the Series A Common Stock and the Series
       A or Series AA Preferred Stock that is otherwise
       distributable to Holders of Series A Preferred Stock
       Interests;

then the Holders of Allowed Durham Subordinated Claims will
receive a payment in Cash equal to the value as of the Effective
Date, as agreed with the Debtors or determined by the Court, of
that Subordinated Claim Common Stock Allocation and that
Subordinated Claim Preferred Allocation; provided, however, that
the amount of the distribution will be reduced by the value, as
agreed with the Debtors or determined by the Court, of the New
Equity Common Stock, the Series A Common Stock and the Series A
or Series AA Preferred Stock that is distributed to Holders of
Allowed Durham Subordinated Claims on account of Durham Put
Shares.

For the avoidance of doubt, Class 11 includes the Durham Put
Shares that are Outstanding Common Stock Interests but does not
include Durham Subordinated Claims.

Mr. Auburn clarifies that Class 9 includes the Durham Put Shares
that are Series A Preferred Stock Interests but does not include
Durham Subordinated Claims.

A full-text copy of Pliant's Third Amended Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?bda

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts. (Pliant Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


POPE & TALBOT: Debt Refinancing Prompts Moody's to Junk Rating
--------------------------------------------------------------
Moody's Investors Service downgraded Pope & Talbot Inc.'s senior
unsecured debt rating to Caa2 from Caa1.  The rating action was
prompted by news that the company plans to refinance certain
indebtedness.  Details of Pope & Talbot's plans are outlined in a
June 2nd 8-K filing.  The refinance contemplates the company's two
existing revolving bank credit facilities, its accounts receivable
securitization facility and its Halsey lease facility being
consolidated into one omnibus arrangement.

Related obligations will be secured by all of Pope & Talbot's
assets and undertakings, eliminating the existing pool of
unencumbered assets.  This pool is currently quite limited,
however, since it is likely that any realization activity will be
in the context of distressed asset values that will cause coverage
of the senior credit facilities to be quite thin, elimination of
the unencumbered asset pool disadvantages unsecured creditors
sufficiently to warrant a downgrade to Caa2 from Caa1.

The outlook is stable.  However, the potential of moderating
general economic activity creates caution, as does the fact the
new credit facility is being arranged with lenders that
characterize themselves as being opportunistic.  This increases
the potential of event risk should pre-maturity negotiations be
necessary.

For example, the facility features a minimum EBITDA covenant, and
many commentators are concerned about inflation and Federal
Reserve Board interest rate actions potentially causing an
economic slow-down.  Judging by recent equity market performance,
investors appear to share these concerns.

In addition, lumber pricing has fallen dramatically over the past
several weeks as housing start activity slows after a prolonged
three year run.  Aside from reducing cash flow from lumber
operations, in the event this circumstance is indicative of more
broad based economic weakness, there is the potential of results
from Pope & Talbot's pulp business also being affected.  Should
demand and pricing for pulp moderate along with economic activity,
it would be unlikely that the current rating could be maintained.

It is also possible that the safety margin relative to the
proposed financial covenant could prove to be inadequate, and that
any resulting negotiations could be more difficult than was the
case historically with relationship lenders.  In the interim, it
is not certain that the economy will slow significantly from
current levels, nor that any negotiations with lenders will be
required.  In that context and given improving pulp pricing, the
outlook remains stable.

Ratings downgraded:

Issuer: Pope & Talbot, Inc.

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
     from Caa1

Pope & Talbot, Inc. is headquartered in Portland, Oregon, and
produces pulp and wood based building products from manufacturing
facilities located primarily in British Columbia, Canada.  The
company also has operations in the north western United States.


PREMIUM PAPERS: Sells SMART Papers to Unidentified Company
----------------------------------------------------------
SMART Papers LLC will soon be sold to an unnamed Ohio-based equity
firm after nearly three months into bankruptcy proceedings, Chris
Dumond, writing for JournalNews reports.

The company has signed a letter of intent to sell its Hamilton
operation with the firm, according to SMART President Tim Needham.  
SMART Papers didn't disclose the company's name pursuant to the
terms of the agreement.

Under the terms of dip financing agreement with Wachovia Bank, the
company must close the sale of its Hamilton operation by Aug. 15,
2006.

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC, --
http://www.smartpapers.com/-- is an independent manufacturer and   
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.   The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr.
D.Del.Case No. 06-10269).  Ian S. Fredericks, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
unknown estimated assets and $10 million to $50 million estimated
debts.


PRICE OIL: Court Extends Lease Decision Period to July 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama gave
Price Oil, Inc., and its debtor-affiliates until July 20, 2006, to
decide whether to assume, assume and assign, or reject their
unexpired non-residential property leases.

As part of the Court-approved sale of the their fuel distribution
assets, the Debtors agreed to sublet property subject to a
nonresidential real property lease for real estate located at 700
Oliver Road in Montgomery, Alabama.  

To properly transition the distribution business to the buyer of
the fuel distribution assets, the Debtors told the Court that they
need the additional time to determine whether to assume or reject
the Lease.  

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  Marc A. Beilinson, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub P.C., serves as counsel to
the Official Committee of Unsecured Creditors.  The Debtors tapped
Cahaba Capital Advisors, L.L.C. and AEA Group, L.L.C., for
financial and restructuring advice.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


PRIDE BUSINESS: Malone & Bailey Expresses Going Concern Doubt
-------------------------------------------------------------
Malone & Bailey, P.C., in Houston, Texas, raised substantial doubt
about Pride Business Development 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 net losses
from operations and working capital deficit.

The Company reported a $3,694,021 net loss on $282,241 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $782,529 in
total assets and $2,744,166 in total liabilities, resulting in a
$1,961,637 stockholders' deficit.

The Company's December 31 balance sheet also showed strained
liquidity with $437,644 in total current assets available to pay
$2,189,761 in total current liabilities coming due within the next
12 months.

In response to their continuation as a going concern, the Company
says it plans to obtain additional capital through debt or equity
financing.

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

                       About Pride Business

Based in Camarillo, California, Pride Business Development
Holdings, Inc. (OTC:PDVG.PK) -- http://www.pridegroup.org/-- is a  
specialty and protective clothing and materials manufacturer for
the domestic and international law enforcement, military and
dangerous materials handling markets with its brand of
Bodyguard(R) products.  The Company's current focus is the
manufacture and sale of personal soft body armor (bullet-resistant
vests) and ballistic and projectile fragment covers such as
ballistic blankets and bomb blast blankets.  The Company, through
our wholly-owned subsidiary Bodyguard, Inc., is the holder of the
worldwide exclusive license to utilize the Smith & Wesson
trademarks on personal body armor (and related apparel) and
ballistic blankets.


PRIMUS TELECOMMS: Receives Nasdaq Delisting Notice on Common Stock
------------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated, received on
June 13, 2006, a letter from the Nasdaq Stock Market stating that
its common stock is subject to delisting from the Nasdaq Capital
Market because the closing bid price of the Primus' common stock
is not in compliance with the $1.00 minimum closing bid
requirement as set forth in Marketplace Rule 4450(a)(5) and
4450(i).

PRIMUS intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination.  The
hearing request will automatically stay the delisting of PRIMUS's
common stock pending the decision of the Panel.  There can be no
assurance that the Panel will grant PRIMUS's request for continued
listing on the Nasdaq Capital Market.

Based in McLean, Virginia, PRIMUS Telecommunications Group,
Incorporated (NASDAQ: PRTL) -- http://www.primustel.com/-- is an  
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 19, 2006,
Deloitte & Touche LLP expressed substantial doubt about PRIMUS
Telecommunications Group, Incorporated's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's recurring losses from operations, the
maturity of $23.6 million of the 5-3/4% convertible subordinated
debentures due February 2007, negative working capital, and
stockholders' deficit.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Standard & Poor's Ratings Services lowered its ratings on
McLean, Virginia-based international telecommunications carrier
PRIMUS Telecommunications Group Inc., including the corporate
credit rating, which was downgraded to 'CCC' from 'CCC+'.  The
outlook is negative.


PROCARE AUTOMOTIVE: Wants to Use Cash Collateral to Wind Down
-------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the United States
Bankruptcy Court for the Northern District of Ohio wants to use
cash collateral securing repayment of its prepetition debt to J.P.
Morgan Chase Bank, N.A., Key Mezzanine Capital Fund I, L.P., Regis
Capital Partners, L.P., PASS Holdings LLC and Sullivan Partners
LLC.

The Debtor wants to use the cash collateral to pay for expenses as
it winds down its estate.

When it filed for bankruptcy, the Debtor owed:

   -- $200,000 to JPMorgan Chase;
   -- $6.4 million to Key Mezzanine;
   -- $1.6 million to Regis Capital;
   -- $236,000 to PASS Holdings; and
   -- $$96,000 to Sullivan Partners LLC.

Alan R. Lepene, Esq., at Thompson Hine LLP, in Cleveland, Ohio,
recalls that the Debtor sold substantially all of its assets to
Monro Muffler Brake, Inc., on April 29, 2006 for $14.65 million.  
After taking into account certain purchase price adjustments
specified in the Asset Purchase Agreement, the net amount payable
to the Debtor was $12,843,785 of which $1,098,750 is being held in
escrow at Chicago Title as a holdback.

The Debtor expects to file a plan of liquidation soon.  As part
of this process, the Debtor expects to spend $2,347,000 for
pre-closing administrative expenses until August 25, 2006, which
is the targeted date for confirmation of a plan of liquidation to
be filed by the Debtor.  

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and    
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


PROCARE AUTOMOTIVE: Wants Court to Set July 17 as Claims Bar Date
-----------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the United States
Bankruptcy Court for the Northern District of Ohio to set
July 17, 2006, as deadline for all holders of prepetition claims,
other than governmental units to file a proof of claim.

The Debtor also propose to set July 17 as the deadline for all
parties asserting administrative expense claims that were incurred
or that accrued prior to May 25, 2006, to file a request for
payment and all parties asserting any claims involving actions
taken by the Debtor's officers or directors prior to May 25, 2006,
to assert those claims.

The Debtor wants the Court to establish Sept. 12, 2006, as the
last date for governmental units, which hold claims against the
Debtor to file proofs of claim.

Alan R. Lepene, Esq., at Thompson Hine LLP, in Cleveland, Ohio,
recalls that the Debtor sold substantially all of its assets to
Monro Muffler Brake, Inc., on April 29, 2006.  Since substantially
all of the Debtor's assets have been sold, the Debtor is now in
the process of winding down its estate and expects to file a plan
of liquidation in the coming months.  To facilitate the plan
confirmation process, the Debtor must understand the amount of
claims that may be asserted against its estate, Mr. Lepene
explains.

Mr. Lepene contends that reasonable bar dates are required for the
Debtor to evaluate the full range of asserted claims against its
estate and its directors and officers, as well as for the Debtor
to identify potential disputes as to claims, and to move the
Chapter 11 case toward complete resolution and closure.  Without
knowledge of the claims pending against its estate, including the
indemnification obligation of the Debtor owed to its directors and
officers in the event of a D&O Claim, the Debtor cannot properly
develop its liquidating plan.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and    
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


PRUDENTIAL COMMERCIAL: Fitch Ups Ratings on $36 Mil. Class Certs.
-----------------------------------------------------------------
Fitch upgrades these Prudential Commercial Mortgage Trust
commercial mortgage pass-through certificates, series 2003-PWR1:

    -- $32.4 million class B to 'AAA' from 'AA';
    -- $36 million class C to 'AA-' from 'A';
    -- $14.4 million class D to 'A+' from 'A-';
    -- $9.6 million class E to 'A' from 'BBB+';
    -- $10.8 million class F to 'A-' from 'BBB';
    -- $12 million class G to 'BBB+' from 'BBB-';
    -- $16.8 million class H to 'BBB-' from 'BB+';
    -- $7.2 million class J to 'BB+' from 'BB';
    -- $4.8 million class K to 'BB+' from 'BB-'; and
    -- $7.2 million class L to 'BB-' from 'B+'.

In addition, Fitch affirms the following classes:

    -- $223.4 million class A-1 at 'AAA';
    -- $518.2 million class A-2 at 'AAA';
    -- Interest only class X-1 at 'AAA';
    -- Interest only class X-2 at 'AAA';
    -- $3.6 million class M at 'B'; and
    -- $3.6 million class N at 'B-'.

Fitch does not rate the $14.4 million class P certificates.

The upgrades reflect stable collateral performance, as well as
bringing subordination levels in line with the levels of deals
issued today with similar characteristics.  As of the May 2006
distribution date, the pool's aggregate certificate balance has
decreased 4.7% to $914.5 million from $960 million at issuance.
One loan (0.5%) has defeased.

Currently, there is one specially serviced loan (0.2%).  The loan
is secured by an anchored retail center in Newark, New Jersey and
is current.  The loan transferred to special servicing in November
2005 due to 60+ days delinquency.  The borrower has since become
current on debt service payments and upon the receipt of three
timely, consecutive payments, the loan will be returned to the
master servicer.

Fitch continues to monitor the performance of the eighth largest
loan (2.6%) in the pool, which is a full-service hotel located in
the French Quarter area of New Orleans, Louisiana.  The hotel
suffered extensive damage due to Hurricane Katrina.  However, the
hotel is operating, with all outstanding repairs scheduled to be
completed by 2006.  Fitch does not currently anticipate a loss on
this loan.

Fitch reviewed the three credit assessed loans in the pool, 1290
Avenue of the Americas (8.8%), The Furniture Plaza and Plaza
Suites (4.6%), and the Inland Portfolio (4.5%).  Each loan
maintains an investment-grade credit assessment.

1290 Avenue of the Americas is secured by a 2 million square feet
(sf) office building, located in the Midtown area of New York, NY.
As of year-end (YE) 2005, the Fitch stressed debt service coverage
ratio (DSCR) increased to 1.66 times (x) from 1.47x at issuance.
Occupancy for YE 2005 remained stable, decreasing slightly to 98%
versus 99% at issuance.

The Furniture Plaza and Plaza Suites is secured by a wholesale
furniture showroom in High Point, NC.  As of YE 2005, the Fitch
stressed DSCR increased to 2.16x from 1.50x at issuance.  
Occupancy for YE 2005 increased to 100% compared with 98% at
issuance.

The Inland Portfolio is comprised by six anchored community
shopping centers located in Florida, South Carolina, Virginia, and
Georgia.  As of YE 2005, the Fitch stressed DSCR has increased to
1.58x from 1.46x at issuance.  Consolidated occupancy for YE 2005
is 91%, versus 96% at issuance.


REDMAN LLC: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Redman LLC
        aka Redman Investment Partnership
        1719 South Main Street
        Salt Lake City, Utah 84115

Bankruptcy Case No.: 06-22177

Type of Business: The Debtor offers financial services.

Chapter 11 Petition Date: June 20, 2006

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Stanley S. Adams, Esq.
                  680 East 600 South
                  Salt Lake City, Utah 84102
                  Tel: (801) 363-0177

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Bank of the West                  Bank Loan            $2,980,000
142 East 200 South
Salt Lake City, UT 84111

Redevelopment Agency              RDA Loan               $780,000
451 South State Street
Room 418
Salt Lake City, UT 84111

Sahara Inc.                       Construction Company   $431,277
801 North 500 West, Suite 300
West Bountiful, UT 84087

First Western Capital             Promissory Note        $275,000
P.O. Box 548
Park City, UT 84060

McIntyre Building Partnership     Bank Payment           $200,000

Ayers Capital Corporation         Finders Fee             $60,000
                                  Consulting

Beecher Walker & Associates       Garages/Condo Work      $21,346

VanCott Bagley Cornwall           Legal                   $20,637
McCarthy

Gilger Homes                      Management Agreement     $7,000

Dunn Associates                   Structural               $4,087
                                  Engineering

Lloyd Architects                  Condo Finishes           $1,566

CBIZ Accounting of Utah LLC       Accounting               $1,061


REDPRAIRIE CORP: Moody's Junks Rating on $45 Million Senior Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating, a
B2 rating to RedPrairie Corporation's proposed $20 million five-
year first lien senior secured revolver and $150 million
six year first lien term loan and a Caa1 rating to the proposed
$45 million six and one half year second lien term loan.  Proceeds
from the credit facility will be used to finance RedPrairie's
acquisition of BlueCube Software, Inc.  The outlook is stable.

These ratings were assigned:

   * Corporate family rating -- B2

   * $20 million first lien senior secured revolving credit
     facility -- B2

   * $150 million first lien senior secured term loan -- B2

   * $45 million second lien senior secured term loan -- Caa1

   * Outlook is stable

The B2 corporate family ratings are constrained:

   i) the moderately high leverage of the company pro forma for
      the acquisition;

  ii) product revenue concentration in the warehouse software
      industry;

iii) somewhat uneven organic growth; and

  iv) the ongoing threat from large well capitalized competitors.

The ratings also acknowledge the well regarded products, long
track record and strong market position of RedPrairie in the
warehouse management industry and the good prospects for
BlueCube's business.

The combination of RedPrairie and BlueCube represents 6% market
share of the fragmented supply chain software solution market.  
However it is estimated that RedPrairie has a much greater market
share of the high end warehouse management market.  The addition
of BlueCube will help to diversify RedPrairie's revenue base by
providing a platform for addressing the retail end of the supply
chain.

The acquisition will also contribute to the company's long term
strategy of being an end-to-end provider of supply chain
solutions.  Moody's notes that achieving this longer term vision
will require either substantial product development or further
acquisitions.  However, Moody's does not expect near term
integration issues as management plans to operate the two
businesses effectively separately.

Post closing, RedPrairie's leverage, as measured by
debt-to-EBITDA will be high but in line with its B2 corporate
family rating.  Debt to EBITDA will be 5.19 times based on pro
forma last twelve month EBITDA of $37.4 million and total debt of
$195 million.  Moody's expects that RedPrairie should be able to
reduce financial leverage by executing its business plan over the
near term.

RedPrairie, headquartered in Waukesha, Wisconsin, is a provider of
warehouse management, labor management and transportation
management software solutions.  BlueCube provides store operations
technology solutions.


REPUBLIC STORAGE: Wants Court OK to Terminate Retiree Benefits
--------------------------------------------------------------
Republic Storage Systems Company, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Ohio for permission to
terminate medical and life insurance benefits provided to its
retirees.

As reported in the Troubled Company Reporter on May 15, 2006, the
Debtor sold substantially all of its assets to an affiliate of
Chrysalis Capital Partners, LP, a private equity investment firm,
for $20 million.

Nathan A. Wheatley, Esq., at Calfee, Halter & Griswold LLP, in
Cleveland, Ohio, said that the Debtor will no longer maintain an
ongoing business, and the Debtor's estate will consist mainly of
liquidated assets.  Thereafter, the Debtor will be in a
liquidation mode.  But, to discontinue the Debtor's business, it
will be necessary to terminate the employment of both its union
and non-union employees (most of whom will be employed by the
asset purchaser).

                 About Republic Storage Systems

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,   
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, represents the Debtor in its restructuring efforts.  
Dov Frankel, Esq., at Buckley King, LPA, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


RESI FINANCE: Fitch Upgrades Ratings on 17 Class Certificates
-------------------------------------------------------------
Fitch has taken rating actions on the following RESI Finance
Limited Partnership mortgage pass-through certificates:

Series 2002-A

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AAA';
    -- Class B-4 affirmed at 'AAA';
    -- Class B-5 affirmed at 'AAA';
    -- Class B-6 affirmed at 'AAA';
    -- Class B-7 affirmed at 'AAA';
    -- Class B-8 affirmed at 'AAA';
    -- Class B-9 upgraded to 'AAA' from 'AA+';
    -- Class B-10 upgraded to 'AA+' from 'AA-';
    -- Class B-11 upgraded to 'AA' from 'A-'.

Series 2003-A

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AAA';
    -- Class B-4 affirmed at 'AAA';
    -- Class B-5 upgraded to 'AAA' from 'AA';
    -- Class B-6 upgraded to 'AA+' from 'AA-';
    -- Class B-7 upgraded to 'AA' from 'A';
    -- Class B-8 upgraded to 'AA-' from 'A-';
    -- Class B-9 upgraded to 'A' from 'BBB+';
    -- Class B-10 upgraded to 'BBB+' from 'BBB';
    -- Class B-11 upgraded to 'BB+' from 'BB'.

Series 2003-B

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 upgraded to 'AAA' from 'AA';
    -- Class B-4 upgraded to 'AA+' from 'AA-';
    -- Class B-5 upgraded to 'AA' from 'A';
    -- Class B-6 upgraded to 'AA-' from 'A-';
    -- Class B-7 upgraded to 'A' from 'BBB';
    -- Class B-8 upgraded to 'A-' from 'BBB-';
    -- Class B-9 upgraded to 'BBB' from 'BB+';
    -- Class B-10 upgraded to 'BB+' from 'B+';
    -- Class B-11 upgraded to 'BB' from 'B'.

Series 2003-C

    -- Class A affirmed at 'AAA';
    -- Class B-1 upgraded to 'AAA' from 'AA';
    -- Class B-2 upgraded to 'AA+' from 'AA-';
    -- Class B-3 upgraded to 'AA' from 'A';
    -- Class B-4 upgraded to 'AA-' from 'A-';
    -- Class B-5 upgraded to 'A' from 'BBB';
    -- Class B-6 upgraded to 'BBB+' from 'BBB-';
    -- Class B-7 upgraded to 'BBB-' from 'BB';
    -- Class B-8 upgraded to 'BBB-' from 'BB-';
    -- Class B-9 upgraded to 'BB' from 'B+';
    -- Class B-10 upgraded to 'BB-' from 'B';
    -- Class B-11 upgraded to 'B' from 'B-'.

Series 2003-CB1

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AAA';
    -- Class B-4 affirmed at 'AA';
    -- Class B-5 affirmed at 'AA-';
    -- Class B-6 upgraded to 'A+' from 'A';
    -- Class B-7 upgraded to 'A' from 'BBB';
    -- Class B-8 upgraded to 'A-' from 'BBB-';
    -- Class B-9 upgraded to 'BBB' from 'BB';
    -- Class B-10 upgraded to 'BB' from 'B+';
    -- Class B-11 upgraded to 'BB-' from 'B'.

Series 2003-D

    -- Class A affirmed at 'AAA';
    -- Class B-1 upgraded to 'AAA' from 'AA';
    -- Class B-2 upgraded to 'AA+' from 'AA-';
    -- Class B-3 upgraded to 'AA' from 'A';
    -- Class B-4 upgraded to 'A+' from 'A-';
    -- Class B-5 upgraded to 'A-' from 'BBB';
    -- Class B-6 upgraded to 'BBB+' from 'BBB-';
    -- Class B-7 upgraded to 'BBB-' from 'BB';
    -- Class B-8 upgraded to 'BB+' from 'BB-';
    -- Class B-9 upgraded to 'BB' from 'B+';
    -- Class B-10 upgraded to 'BB-' from 'B';
    -- Class B-11 upgraded to 'B' from 'B-'.

The RESI (Real Estate Synthetic Investments) transactions are
synthetic balance sheet credit-linked securitizations that
reference diversified portfolios of primarily jumbo, A-quality,
fixed-rate, first lien residential mortgage loans.  The ratings
are based on the credit quality of the respective referenced
portfolio, credit enhancement provided by subordination for each
tranche, the financial strength of Bank of America, N.A., as the
swap counterparty, and the legal structure of the transaction.

As of the May 2005 distribution date, the seasoning of the
transactions ranges from 29 to 40 months, and the pool factors
(current collateral balance as a percentage of original collateral
balance) range from 3% to 63%.  At origination, the majority of
the collateral in the reference portfolios was concentrated in the
State of California, and the weighted average FICO score was
approximately 735.  The primary servicer for all transactions is
Wells Fargo Home Mortgage, Inc., which has a servicer rating of
'RPS1' by Fitch.

The upgrades reflect an improved relationship between credit
enhancement and future expected losses and affect approximately
$1.27 billion in outstanding certificates.  The affirmations
reflect adequate levels of CE to future expected losses and affect
approximately $34.64 million in outstanding certificates.

The last review for all aforementioned transactions was in
December 2005.  Since then, the amount of CE available has
increased, and realized losses have remained very low. Typically
for prime transactions, principal can be distributed to the non-
rated classes through a pro rata waterfall structure.  For RESI
transactions, the non-rated class does not receive principal.  
The main utility of this piece is to absorb all loan losses and to
solely protect the rated certificates from suffering a write-down.
The balances of these certificates remain nearly intact for all
series' leaving ample protection for the more senior certificates.


RESMED INC: Notes Conversion Prompts S&P to Withdraw BB- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on ResMed Inc., which was the only outstanding
rating on the company at that time.  The corporate credit rating
withdrawal follows the conversion of ResMed's 4% convertible
subordinated notes.  The notes were the company's only previously
rated debt.  Standard & Poor's withdrew its rating on the notes
earlier in the year.

Ratings List
                                    To     From
ResMed Inc.
  Corporate credit rating           NR     BB-/Positive/--


SAGAMORE HOLDINGS: April 2 Balance Sheet Upside-Down by $3.8 Mil.
-----------------------------------------------------------------
Sagamore Holdings, Inc., incurred a $2.8 million net loss on
$12.2 million of revenues for the third quarter ended April 2,
2006, compared to a $3.1 million net loss on $11.7 million of
revenues from Sept. 15, 2004 through April 3, 2005.

At April 2, 2006, the Company's balance sheet showed $7.6 million
in total assets and $11.5 million in total liabilities, resulting
in a $3.8 million stockholders' deficit.

The Company's April 2 balance sheet also showed strained liquidity
with $4.4 million in total current assets available to pay
$11 million in total current liabilities coming due within the
next 12 months.

                      Going Concern Doubt

J.H. Cohn LLP, in Roseland, New Jersey, raised substantial doubt
about Sagamore Holdings' ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended June 30, 2005.  The auditor pointed to the
Company's recurring net loss in the period from Sept. 15, 2004
(date of capitalization) through June 30, 2005, and had a working
capital deficiency.  The company also did not meet certain
covenants under its credit facility and its promissory note
agreement with the former owner of its business and the related
outstanding balances were in default.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bcd

Headquartered in Iselin, New Jersey, Sagamore Holdings, Inc., was
formed and incorporated in the State of Florida on Aug. 30, 2004,
to acquire substantially all of the net assets and the business of
Nexus Custom Electronics, Inc., a wholly owned subsidiary of Jaco
Electronics, Inc., which provides contract-manufacturing services
to industrial original equipment manufacturers customers.


SCHOLASTIC CORP: Low Revenues Prompt Moody's to Downgrade Rating
----------------------------------------------------------------
Moody's Investors Service downgraded the Scholastic Corporation's
senior unsecured rating to Ba1 from Baa3 and assigned the company
a Ba1 Corporate Family Rating, concluding the review for downgrade
initiated on March 24, 2006.  The rating downgrade reflects the
continued deterioration in Scholastic's already low operating
margins due largely to lower than expected revenue growth and a
high fixed cost structure.  The specific ratings affected:

Downgrades:

Issuer: Scholastic Corporation

   * Senior Unsecured Regular Bond/Debenture, Downgraded
     to Ba1 from Baa3
Assignments:

Issuer: Scholastic Corporation

   * Corporate Family Rating, Assigned Ba1

Outlook Actions:

Issuer: Scholastic Corporation

   * Outlook, Changed To Stable From Rating Under Review

Moody's believes that moderate growth in the mature children's
book publishing market, the absence of a visible replacement for
the successful Harry Potter book franchise once the final
installment in the series is published, and the execution risks
associated with the company's plans to rationalize costs and
working capital without impairing the breadth of the product line
or service quality, will sustain margins and cash flow from
earnings at levels more consistent with the speculative-grade
rating.

The stable rating outlook reflects Moody's expectation that the
company will maintain a conservative financial policy and utilize
a portion of its existing cash balance to reduce debt such that
debt-to-EBITDA is maintained at 3 times or lower in fiscal years
2007 and 2008.  Moody's also believes that the company has the
flexibility to satisfy the $294 million January 2007 bond maturity
from a combination of existing cash, committed bank facilities and
new external financing.

Scholastic Corporation, with its headquarters located in New York,
New York, operates as a publisher and distributor of children's
books, classroom and professional magazines, educational
technology, and instructional materials, with long-established
operations in the United States, Canada, the United Kingdom,
Australia, New Zealand and Southeast Asia.


SEARS HOLDINGS: Fitch Affirms BB Rating on Senior Notes
-------------------------------------------------------
Fitch affirms its ratings of Sears Holdings Corporation:

Sears Holdings Corporation

    -- Issuer Default Rating (IDR) 'BB';
    -- Senior notes 'BB';
    -- Secured bank facility 'BBB-'.

Sears, Roebuck and Co. (Sears)

    -- IDR 'BB';
    -- Senior notes 'BB'.

Sears Roebuck Acceptance Corp. (SRAC)

    -- IDR 'BB';
    -- Senior notes 'BB';
    -- Commercial Paper 'B'.

Sears DC Corp.

    -- IDR 'BB';
    -- Senior notes 'BB'.

The Rating Outlook has been revised to Stable from Negative.

Fitch has also assigned an IDR of 'BB' to Kmart Holding Corp.,
with a Stable Outlook.  Approximately $3.9 billion of debt is
affected by these actions.

The affirmations reflect Holdings' broad market presence in the
moderate department store and discounter segments and solid
balance sheet balanced against soft operating results and
significant long-term competitive challenges.  The revision in the
Rating Outlook to Stable from Negative reflects the completion of
the bulk of the integration of Sears and Kmart, with margins and
cash flow showing improvement despite weak comparable store sales.

Sears' comparable store sales declined 8.4% in the first quarter
of 2006 following an 8.4% decline in 2005, reflecting a less
promotional posture and poor reception to its apparel offerings.
Kmart's comp sales declined 0.2% in the first quarter and 1.2% in
2005 following 3 years of sharp declines.  Operating earnings have
nonetheless improved due to aggressive cost cutting and reduced
promotional activity, though overall profitability remains weak,
with operating margins of 2.6% and 3.4% at Sears' domestic
business and Kmart, respectively, in the first quarter.

Holdings' challenge will be to generate longer-term sales and
earnings growth at both Sears and Kmart in the face of growing
competition from the discounters and big box specialty retailers.
The company is attempting to create a customer-oriented culture
and is gradually remodeling its Kmart stores while adding Sears'
well-known brands into those stores.  This should support the
turnaround effort, though the pace of remodeling remains cautious.

Holdings has relatively low leverage and solid liquidity.  
Adjusted debt/EBITDAR and EBITDAR/interest plus rents were 2.7
times and 3.3 times, respectively, in the twelve months ended
April 29, 2006.  Liquidity is supported by a sizable cash balance
of $3.2 billion and a $4 billion revolver, on which $3.5 billion
was unused as of April 29, 2006.  This is more than adequate for
seasonal working capital needs that peak at around $1.5 billion.

Cash flow is projected to be sufficient to cover capital
expenditures and domestic debt maturities for the foreseeable
future.  Leverage should continue to drift lower over the next few
years as domestic debt maturities are expected to be repaid with
cash flow.  This may be offset in part by additional borrowing at
Sears' Orchard Supply Hardware subsidiary, which is expected to
refinance a $230 million inter-company note to Sears at some
point.  Ongoing share repurchases are expected to be financed with
cash and free cash flow.

The 'BBB-' rating of Holdings' $4 billion secured revolver, under
which SRAC and Kmart are the borrowers, reflects a downstream
guarantee from Holdings to both SRAC and Kmart and cross-
guarantees between SRAC and Kmart.  The facility is secured
primarily by inventories, which range from $9-11 billion.  The
collateral can be released in the event the company achieves
certain performance targets or ratings levels.  If the collateral
is released, leverage and asset coverage tests would become
effective.

The ratings of SRAC's senior notes and commercial paper reflect a
guarantee provided by Sears.  In addition, Sears DC Corp. benefits
from an agreement by Sears to maintain a minimum fixed charge
coverage at SDC of 1.005 times.  Sears also agrees to maintain
ownership of and a positive net worth at SDC.


SILICON GRAPHICS: Gets Okay to Hire Ordinary Course Professionals
-----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York for authority to continue employing and
paying ordinary course professionals, without having to file
separate employment applications and affidavits.

As reported in the Troubled Company Reporter on March 31, 2006,
the Debtors retained the services of various attorneys,
accountants, and other professionals in the ordinary course of
their business operations, unrelated to their Chapter 11 cases,
including general corporate, accounting, auditing, tax, and
litigation matters.

A list of the Debtors' ordinary course professionals is available
for free at http://researcharchives.com/t/s?a0a

According to Gary Holtzer, Esq., at Weil, Gotshal & Manges LLP, in
New York, the Debtors will continue to require the services of the
OCPs to enable them to continue normal business activities that
are essential to their stabilization and reorganization efforts.
The Debtors' request will save the estates the substantial
expenses associated with applying separately for the employment of
each OCP.  Furthermore, it will avoid the incurrence of additional
fees relating to the preparation and prosecution of interim fee
applications.

The Debtors proposed to pay each OCP 100% of the fees and
disbursements incurred, on their approval of an appropriate
invoice.  The payment is capped at the lesser of $35,000 per month
per OCP or $350,000 per month for all OCPs.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Court Gives Nod on AlixPartners as Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Graphics, Inc., and its debtor-affiliates permission to
employ AlixPartners, LLC, as their restructuring advisors, nunc
pro tunc to May 8, 2006.

AlixPartners, LLC, waives the right of indemnification during
their retention as of the Petition Date.

The U.S. Trustee retains all rights to object to AlixPartners'
interim and final fee applications on all grounds including the
reasonableness standard provided in Section 330 of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on May 18, 2006,
AlixPartners has provided and will continue to:

    (a) analyze cash sources and identify potential additional
        sources of cash;

    (b) assist the Debtors in securing postpetition DIP and exit
        financing;

    (c) assess the Debtors' relationship with their key vendors;

    (d) assist in the preparation of reviewing the Debtors'
        restructuring plan and provide the Debtors an assessment
        of that plan;

    (e) review the Debtors' borrowing base and collateral
        reporting;

    (f) assist the Debtors in supporting the due diligence and
        other activities of their current and prospective lenders
        in evaluating the Debtors and their request for financing;

    (g) assist management to improve the Debtors' net cash
        position;

    (h) assist the Debtors in reviewing and updating existing
        alternative strategy plans;

    (i) develop contingency plans and financial alternatives in
        the event an out-of-court restructuring cannot be
        achieved;

    (j) assist in the preparation of documents and the
        implementation of procedures related to the filing and
        subsequent administration of a bankruptcy petition; and

    (k) assist the Debtors in the negotiation and preparation of a
        plan of reorganization.

The Debtors will pay AlixPartners a fixed monthly fee of $260,000,
based on the full-time services of James A. Mesterharm and one
full-time equivalent staff person.

Additional personnel will be billed based on these hourly rates:

             Position                  Rates
             --------                  -----
             Managing Directors      $590 - 750
             Directors               $440 - 550
             Vice Presidents         $330 - 430
             Associates              $260 - 300
             Analysts                $190 - 220
             Paraprofessionals       $160

The Debtors assured the Court that the firm has no connection
with, and holds no interest adverse to, the Debtors, their
creditors, or any other party-in-interest.  AlixPartners is a
"disinterested person," as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SIVAULT SYSTEMS: March 31 Working Capital Deficit Tops $4.8 Mil.
----------------------------------------------------------------
SiVault Systems, Inc., filed its third fiscal quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on June 15, 2006.

The Company reported a $1,561,891 net loss with no revenues for
the three months ended March 31, 2006, compared to a $3,880,263
net loss on $295,778 of revenues for the third quarter last year.

At March 31, 2006, the Company's balance sheet showed $7,716,681
in total assets, $5,205,500 in total liabilities, and $2,511,181
in stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $390,956 in total current assets available to pay
$5,205,500 in total current liabilities coming due within the next
12 months.

               Restructuring of Longview Funds Loan

For the past nine months, the Company has been engaged in an
intense effort at settling and refinancing debts.  Approximately
$6,700,000 in debts have been settled or restructured, including
the $2.5 million owed to Longview Funds as of June 30, 2005.  

The loan was restructured by:

   -- the February 2006 payment of $400,000;

   -- an additional payment of $400,000 due June 15, 2006; and

   -- the issuance of convertible notes of $410,000 at a fixed
      conversion rate of $0.20 per share (subject to repurchase
      rights).

The Company intends to continue to settle payables on favorable
terms until such time as it is able to generate funds from
operations.

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2006,
Miller, Ellin & Company, LLP, in New York, raised substantial
doubt about SiVault Systems, Inc., fka Security Biometrics, Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
June 30, 2004, and 2005.  The auditor pointed to the company's
significant operating losses since inception and working capital
deficiency.

                      About SiVault Systems

SiVault Systems, Inc., fka Security Biometrics, Inc. --
http://www.sivault.com/-- provides products and services for the   
secure authentication, processing, storage and retrieval of
signature-based medical, financial and retail electronic
transactions and documents.


SMARTIRE SYSTEMS: Posts $4.2 Mil. Net Loss in Third Fiscal Quarter
------------------------------------------------------------------
SmarTire Systems Inc. filed its third fiscal quarter financial
statements for the three months ended April 30, 2006, with the
Securities and Exchange Commission on June 15, 2006.

The Company reported a $4,260,212 net loss on $1,195,136 of
revenues for the three months ended April 30, 2006, compared to a
$7,135,091 net loss on $330,406 of revenues for the third quarter
in 2005.

At April 30, 2006, the Company's balance sheet showed $9,711,976
in total assets and $30,576,613 in total liabilities, resulting in
a $20,864,637 stockholders' deficit.

                       Cornell Capital Loan

The Company issued $1.5 million 5% convertible debentures to
Cornell Capital Partners.  The principal was due on May 20, 2006.  
Cornell Capital granted the Company an extension until Aug. 1,
2006, to start making the principal and interest payments.

Full-text copies of SmarTire Systems' third fiscal quarter
financial statements for the three months ended April 30, 2006,
are available for free at http://ResearchArchives.com/t/s?bc6

Headquartered in Richmond, British Columbia, Canada,
SmarTire Systems Inc. develops and markets technically advanced
tire pressure monitoring systems for the transportation and
automotive industries that monitor tire pressure and tire
temperature.  Its TPMSs are designed for improved vehicle safety,
performance, reliability and fuel efficiency.  The Company has
three wholly owned subsidiaries: SmarTire Technologies Inc.,
SmarTire USA Inc. and SmarTire Europe Limited.

                           Going Concern

As reported in the Troubled Company Reporter on March 24, 2006,
KPMG LLP expressed substantial doubt about SmarTire Systems Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended July 31,
2005 and 2004.  In an addendum to its audit report, KPMG pointed
to the Company's uncertainty in meeting its current operating and
capital expense requirements.


STATER BROS: Credit Metrics Decline Cues S&P to Cut Ratings to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Colton, California-based
Stater Bros Holdings Inc. to 'B+' from 'BB-'.  The outlook is
stable.

"The downgrade reflects a steady decline in credit metrics
following the peak levels experienced during the 2003/2004 labor
strike and our belief that these measures are not likely to
materially improve from current levels," said Standard & Poor's
credit analyst Stella Kapur.

While Stater Bros. materially benefited from the grocery workers'
strike at other supermarkets in California in late 2003 through
early 2004, the company was not able to hold on to as much market
share as originally anticipated after the strike ended.  Hence,
credit metrics reverted to weak levels experienced prior to the
strike.  Furthermore, given the continued highly competitive
supermarket environment, we believe significant credit metric
improvement from current levels is unlikely.

The ratings on Stater Bros. reflect the risks inherent in the
competitive supermarket industry, the impact that an aggressive
"everyday low pricing" strategy has had on operating margins, and
the company's historically leveraged capital structure.

For the year to date, second-quarter same-store sales were
essentially flat and profitability levels improved marginally due
to lower shrink and holiday promotional pricing. First-half EBITDA
increased 8% to $68 million from a year earlier.  Despite this,
credit metrics only marginally improved from year-end levels.
Lease-adjusted debt to EBITDA was 5.4x at March 26, 2006, and 12-
month EBITDA coverage of interest was around 2.3x.  Funds from
operations to total debt was around 12%.  While unrestricted cash
balances remain substantial following the company's debt
refinancing activity, with $207 million at March 26, 2006, a
majority of this will be used to build the company's distribution
center and headquarters.

Stater Bros. has a leading market position in the Inland Empire
region of southern California, which comprises Riverside and San
Bernardino counties.


STEVEN SHELTON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Steven J. Shelton
        dba Southeast Technical Group
        1508 Bohannon Drive
        Huntsville, Alabama 35802

Bankruptcy Case No.: 06-81118

Chapter 11 Petition Date: June 20, 2006

Court: Northern District of Alabama (Decatur)

Debtor's Counsel: Kevin D. Heard, Esq.
                  Heard & Associates, LLC
                  307 Clinton Avenue West, Suite 200
                  Huntsville, Alabama 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818

Total Assets: $1,257,174

Total Debts:  $1,792,600

The Debtor did not file a list of its 20 largest unsecured
creditors.


STEWART & STEVENSON: S&P Rates $150 Million Senior Notes at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to capital equipment provider Stewart & Stevenson
LLC, and its 'B-' rating to the company's $150 million senior
unsecured notes.  Stewart & Stevenson LLC will be using proceeds
from the notes to refinance existing indebtedness.

The outlook is stable.  Pro forma for the notes issuance, Houston,
Texas-based Stewart & Stevenson will have about $194 million in
debt.

The one notch differential between the corporate credit rating and
the notes reflects the company's ability to incur senior debt in
excess of 15% of assets.

"The ratings on Stewart & Stevenson reflect the reliance on
cyclical end markets for a meaningful percentage of revenues and
cash flow, a short track record as an operating company in its
current configuration, and a highly leveraged financial profile,"
said Standard & Poor's credit analyst Jeffrey Morrison.

"Concerns are somewhat offset by the more stable cash flow and
margin characteristics of the company's aftermarket business, low
annual maintenance capital spending requirements, and long
standing relationships with OEM suppliers," said Mr. Morrison.

The stable outlook on Stewart & Stevenson is predicated on the
expectation that strong backlog and improved margins should be
favorable for cash flow and credit measures in the near to
intermediate term.


STRIKEFORCE TECH: Incurs $1.3 Million Net Loss in First Quarter
---------------------------------------------------------------
StrikeForce Technologies, Inc., incurred a $1.3 million net loss
on $14,589 of revenues for the three months ended March 31, 2006,
compared to a $932,366 net loss on $8,029 of revenues for the same
period in 2005.

At March 31, 2006, the Company's balance sheet showed $2.3 million
in total assets and $3.6 million in total liabilities, resulting
in a $1.2 million stockholders' equity deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $378,612 in total current assets available to pay
$1.8 million in total current liabilities coming due within the
next 12 months.

At March 31, 2006, the Company's accumulated deficit was
$9,656,548, its working capital deficiency was $1,472,281 and
approximately 95% of its assets consist of deferred royalties.  
For the three months ended March 31, 2006, the company had
negative cash flows from operating activities of approximately
$625,140.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?bca

Headquartered in Edison, New Jersey, StrikeForce Technologies,
Inc. -- http://www.sftnj.com/-- provides total identity assurance  
solutions to both industry and government.  Its main product is
ProtectID(TM) -- a "hack proof" authentication solution that
guards both businesses and consumers from phishing, keylogging,
malware, spyware and other identity attacks and scams.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2006,
Massella & Associates, CPA, PLLC, in Syosset, New York, raised
substantial doubt about Strikeforce Technologies' 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, di minimis revenues and working capital deficiency.


SUNSTATE EQUIPMENT: Good Performance Cues S&P's Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
equipment rental company Sunstate Equipment Co. LLC to positive
from stable.

"The revision reflects the improved operating performance and
continued favorable industry conditions," said Standard & Poor's
credit analyst John R. Sico.

All ratings were affirmed including the 'B' corporate credit
rating.  At the same time, Standard & Poor's assigned a recovery
rating of '4' to the existing $150 million senior secured notes,
which reflects marginal recovery of principal (25%-50%) in the
event of a bankruptcy.

Phoenix, Arizona-based Sunstate, a privately owned company, had
about $200 million in sales in 2005 and had about $275 million in
debt outstanding.

From 2001 to 2003, the construction equipment rental industry
revenues in the U.S. suffered because of the more than 20% decline
in nonresidential construction spending.  Conditions have improved
because of the rising demand and the diminishing equipment
oversupply in the market.  This has resulted in increases in
rental rates and prices for new and used equipment.  Recovery in
nonresidential construction is expected to continue in 2006.

Sunstate's revenues are modest at about $210 million in 2005.  
This is up 37% from 2004 from a small base; the industry end
markets were up about 4%.  EBITDA margins are 45% or above average
industry margins.  More than 90% of sales are for rental, and
there are minimal new- and used-equipment sales.


SUPERCLICK INC: April 30 Balance Sheet Upside-Down by $1.5 Million
------------------------------------------------------------------
Superclick, Inc., filed its second fiscal quarter financial
statements for the three months ended April 30, 2006, with the
Securities and Exchange Commission on June 15, 2006.

The Company reported a $309,477 net loss on $907,809 of net
revenues for the three months ended April 30, 2006, compared to a
$498,188 net loss on $735,933 of net revenues for second quarter
last year.

At April 30, 2006, the Company's balance sheet showed $1,726,258
in total assets and $3,320,909 in total liabilities, resulting in
a $1,594,651 stockholders' deficit.

The Company's April 30 balance sheet also showed strained
liquidity with $1,406,178 in total current assets available to pay
$3,286,097 in total current liabilities coming due within the next
12 months.

Full-text copies of Superclick's second fiscal quarter financial
statements for the three months ended April 30, 2006, are
available for free at http://ResearchArchives.com/t/s?bcc

Superclick, Inc. -- http://www.superclick.com/-- and its wholly
owned Montreal-based subsidiary, Superclick Networks, Inc.,
develops, manufactures, markets and supports the Superclick
Internet Management System in worldwide hospitality, multi-tenant
unit and hospital markets.  Superclick provides hotels, MTU
residences and hospital patients and visitors with cost-effective
Internet access and IP-based services utilizing high-speed DSL,
CAT5 wiring, wireless and dial-up modem technologies.  Over 100
InterContinental Hotels Group properties have Superclick systems
including Candlewood Suites, Crowne Plaza, Holiday Inn, Holiday
Inn Express, Holiday Inn SunSpree, InterContinental and Staybridge
Suites in Canada and the United States.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Bedinger & Company expressed substantial doubt about Superclick,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended Oct. 31,
2005.  The auditing firm points to the company's recurring losses
from operations.


THREE-FIVE SYSTEMS: Settles Claims Litigation with TFS Electronic
-----------------------------------------------------------------
Three-Five Systems, Inc. (OTC: TFSIQ) reached a settlement
agreement with TFS Electronic Manufacturing Systems, Inc., and the
Official Committee of Unsecured Creditors in the bankruptcy case
of TFS EMS and CGNSW-Willows, Inc.  The Settlement Agreement
awaits approval by the U.S. Bankruptcy Court for the District of
Arizona.

The settlement with the Committee resolves a lawsuit filed by the
Committee in the EMS Chapter 11.  Under the settlement, the first
$3,125,000 will go to creditors other than TFSIQ, and $2,150,000
from EMS will go to TFSIQ as well as the net recovery of proceeds
from the pending lawsuit against Topsearch Printed Circuits Ltd.
and Avocent Corporation.  The exact amount payable to TFSIQ will
be determined through the EMS bankruptcy proceeding.

The settlement with Willows resolves outstanding issues relating
to the amount of Willow's claim against TFSIQ.  Willows' request
that the Court dismiss TFSIQ's Chapter 11 proceeding has been
eliminated.

On June 13, 2006, TFSIQ presented the Settlement Agreement to the
Court and the Court began the confirmation hearing on TFSIQ's
bankruptcy plan.  The Plan had drawn objections from Willows, the
UCC, the SEC, the US Trustee, and the Official Committee of Equity
Holders.

Shareholders of TFSIQ, who sent ballots, voted over 99.9% of voted
shares to accept the Bankruptcy Plan for TFSIQ, prior to the
Settlement Agreement.  As a result of the Settlement Agreement and
modifications to the Plan, the objections of all parties except
the Committee of Equity Holders have been fully resolved.

The Court has set a June 30, 2006 deadline for objections to the
Settlement Agreement and a July 7, 2006 hearing date to approve
the Settlement Agreement.

If the Settlement Agreement is approved, TFSIQ anticipates that
the Court will enter an order confirming the Plan no later than
July 12, 2006, with an expected effective date of July 24, 2006.

A full-text copy of the Debtors' Amended Disclosure Statement and
Amended Joint Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060329032855

Headquartered in Tempe, Arizona, Three-Five Systems, Inc. --
http://tfsc.com/-- provides specialized electronics manufacturing
services to original equipment manufacturers.  TFS offers a broad
range of engineering and manufacturing capabilities.  The Company
filed for chapter 11 protection on Sept. 8, 2005 (Bankr. D. Ariz.
Case No. 05-17104).  Thomas J. Salerno, Esq., at Squire, Sander &
Dempsey, LLP, represents the Debtor in its restructuring efforts.
Brian N. Spector, Esq., at Jennings Strouss & Slamon, PLC,
represents the Official Committee of Unsecured Creditors.  The
Official Equityholders Committee is represented by Craig J.
Bolotn, Esq., at Jennings Haug & Cunningham.  When the Debtor
filed for protection from its creditors, it listed $11,694,467 in
total assets and $2,880,377 in total debts.


TRANSDIGM INC: Prices $275 Million of 7-3/4% Senior Subor. Notes
----------------------------------------------------------------
TransDigm Inc., a wholly-owned subsidiary of TransDigm Group
Incorporated (NYSE: TDG), priced a private offering of $275
million of 7-3/4% Senior Subordinated Notes due 2014.  The sale of
the Notes is expected to close tomorrow, June 23, 2006.  The Notes
will mature on July 15, 2014 and will be senior unsecured
subordinated obligations of TransDigm Inc.  The Notes will be
fully and unconditionally guaranteed, jointly and severally, on a
senior unsecured subordinated basis by TransDigm Group
Incorporated, the parent company of TransDigm Inc., and all of
TransDigm Inc.'s existing and future domestic subsidiaries (other
than certain immaterial domestic subsidiaries).  Interest on the
Notes will be payable semi-annually on July 15 and January 15 of
each year, commencing on January 15, 2007.

TransDigm intends to use the proceeds from the offering of the
Notes, together with the initial borrowings under a new senior
secured credit facility that it intends to enter into in
connection with the completion of the offering and a portion of
its existing cash balances, to repay all of TransDigm Inc.'s
outstanding borrowings under its existing senior secured credit
facility, to repay all of the outstanding borrowings under a term
loan facility under which TransDigm Group Incorporated is the
borrower, to purchase all of the $400 million in aggregate
principal amount of 8-3/8% Senior Subordinated Notes due 2011 of
TransDigm Inc. that are tendered and to pay the related consent
payment, in each case in connection with TransDigm Inc.'s
previously announced tender offer for such notes, to pay all
accrued and unpaid interest on all such indebtedness and to pay
all premiums and transaction expenses associated therewith.

The Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws and 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 applicable
state securities laws.

TransDigm Group Incorporated, through its wholly-owned
subsidiaries, including TransDigm Inc., designs, manufactures and
supplies highly engineered aircraft components for use on nearly
all commercial and military aircraft in service today.  Major
product offerings, substantially all of which are ultimately
provided to end-users in the aerospace industry, include ignition
systems and components, gear pumps, mechanical/electro- mechanical
actuators and controls, NiCad batteries/chargers, power
conditioning devices, hold-open rods and locking devices,
engineered connectors, engineered latches and cockpit security
devices, lavatory hardware and components, specialized AC/DC
electric motors and specialized valving.


TRANSDIGM INC: Moody's Puts B3 Rating on Senior Subordinated Bond
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to TransDigm,
Inc.'s proposed senior subordinated notes due 2014.  Proceeds from
the new notes offering, along with proceeds from an amended and
expanded term loan facility as well as company's cash, will be
used to repay all of TransDigm's existing debt, including the
existing $400 million subordinated notes due 2011 and to repay a
$200 million private loan issued by TransDigm's parent company,
TransDigm Group Inc.  The Corporate Family Rating has been
affirmed at B1.  The ratings outlook remains negative.

The ratings continue to reflect the company's substantial debt
levels, high leverage and the potential use of additional leverage
for equity distributions, and uncertainty about the size and
funding of potential future acquisitions.  The ratings also
consider TransDigm's history of stable profit margins and revenue
growth in an improving commercial aerospace environment, as well
as the company's strong and stable free cash flow.  Good margins
and free cash flow generation are expected to continue.  These
high margins and strong free cash flow are expected to support the
company's ability to either repay debt or to fund modestly-sized
acquisitions in the future without further reliance on debt.

The negative rating outlook, which was changed from stable upon
the December 2005 issuance of $200 million in TDG debt to fund a
sizeable distribution to shareholders, continues to reflect
Moody's concerns about the increased degree of financial risk
associated current debt levels, possibly affecting TransDigm's
ability to withstand any potential downturn in demand in the
aerospace sector that the company serves.

A rating downgrade could occur if leverage remains in excess of 5
times for more than 12 months, particularly if the company were to
pay additional distributions to shareholders without first
reducing debt.  Ratings could also face negative pressure if free
cash flow were to fall below 5% of total debt over this period, or
if the company's operating margins were to fall below 30%.  

The outlook could return to stable if the company was to repay
debt or otherwise reduce leverage to below 5 times, with free cash
flow in excess of 10% of debt and EBIT coverage of interest of
greater than 2 times for a sustained period.

This proposed notes offering completes TransDigm's refinancing of
all of the company's debt, including TDG debt.  Moody's affirmed
TransDigm's Corporate Family Rating when this re-financing was
announced and ratings were assigned to the new bank credit
facilities, leaving the outlook at negative.  Please refer to
Moody's press release dated 7 June, 2006 for a more detailed
explanation of ratings drivers.

The B3 rating on the proposed senior subordinated notes, two
notches below the Corporate Family Rating, reflects the notes'
junior status in claim behind all current senior commitments, as
well as potential additional senior debt, secured and unsecured.  
These notes will be guaranteed by parent TransDigm Group Inc. and
each of the company's current and future domestic subsidiaries.  
The B3 rating on the current subordinated notes due 2011, to the
extent than any amount remains outstanding an un-tendered, has
been affirmed at B3, and will be withdrawn when all such notes are
redeemed.

Assignments:

Issuer: TransDigm Inc.

   * Senior Subordinated Regular Bond/Debenture, Assigned B3

Headquartered in Cleveland, Ohio, TransDigm Inc. is a leading
manufacturer of highly engineered aerospace components to
commercial airlines, aircraft maintenance facilities, original
equipment manufacturers and various agencies of the U.S.
Government.  The company had LTM April 2006 revenues of $411
million.


TRANSDIGM INC: S&P Rates Proposed $275 Million Subor. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
TransDigm Inc.'s proposed $275 million subordinated notes due
2014.  The notes will be issued under SEC rule 144A with
registration rights. The proceeds from notes, in combination with
a new $800 million credit facility, will be used to refinance all
outstanding debt, including the $200 million unsecured loan at
TransDigm Group Inc. (not rated), the company's ultimate parent.
The corporate credit rating on TransDigm Inc. is 'B+' and the
outlook is stable.

"The ratings for TransDigm reflect a highly leveraged balance
sheet, cyclical and competitive pressures in the commercial
aerospace industry, and a relatively modest scale of operations
(around $400 million revenues), but incorporate the firm's leading
positions in niche markets and very strong profit margins," said
Standard & Poor's credit analyst Christopher DeNicolo.  The
company's high profitability, with operating margins over 40%
before depreciation, and a recovery in the commercial aerospace
aftermarket are expected to support good free cash flow generation
in the intermediate term.

Ratings List

TransDigm Inc.
  Corporate credit rating                         B+/Stable/--
  Senior secured debt                             B+
  Subordinated debt                               B-

Ratings Assigned

TransDigm Inc.
  $275 mil. subordinated notes due 2014 (prop.)   B-


TRUST ADVISORS: Can Hire Heller Ehrman to Litigate v. Grafton
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
Trust Advisors Stable Value Plus Fund permission to hire Heller
Ehrman LLP as its special counsel.

The Debtor selected Heller Ehrman to assist it in connection with
some matters in Grafton Partners, L.P., and its affiliates'
bankruptcy case, including:

   a) an appeal of a memorandum decision granting summary judgment
      in favor of the Debtor in an adversary proceeding brought
      against the Debtor pursuant to Sections 547(b) and 550 of
      the Bankruptcy Code to recover alleged preferential
      transfers and Section 502 objecting to the Debtor's proof of
      claim;

   b) defense of a supplemental objection to the Debtor's proof of
      claim; and

   c) defense of a second adversary proceeding brought against the
      Debtor, alleging that certain payments made to the Debtor
      were fraudulent conveyances.

As of the chapter 11 filing, Heller Ehrman holds a claim against
the Debtor's estate for accrued fees and expenses for legal
services in connection with the Grafton Partner's bankruptcy case
totaling $467,933.  The Debtor acknowledges the claim's existence
but is still in the process of reviewing the amount of the fees
and costs.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and was created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a) of
the Internal Revenue Code, which plans are also governed by the
Employee Retirement Income Security Act of 1974.  The Company
filed for chapter 11 protection on Sept. 30, 2005, (Bankr.
D. Conn. Case No. 05-51353).  Scott D. Rosen, Esq., at Cohn
Birnbaum & Shea P.C. represents the Debtor in its restructuring
efforts.  Robert A. White, Esq., Robert E. Kaelin, Esq., and Lissa
J. Paris, Esq., at Murtha Cullina LLP, represent the Official
Committee of Unsecured Investor Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of more than $100 million.


USA COMMERCIAL: Section 341(a) Meeting Will Continue on July 12
---------------------------------------------------------------
The Section 341(a) meeting of creditors of USA Commercial Mortgage
Company and its debtor-affiliates started on May 17, 2006, will
continue on July 12, 2006, 9:30 a.m. at 300 Las Vegas Boulevard
South, Room 1500, Las Vegas, Nevada 89101.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


USG CORP: Sets June 30 Record Date for Rights Offering
------------------------------------------------------
USG Corporation (NYSE:USG) has set Friday, June 30, 2006, as
the record date for its previously announced rights offering.  
USG intends to distribute at no charge to stockholders on the
record date one transferable right for each share of common stock
held on the record date.  

Each right will entitle a stockholder to purchase one share of USG
common stock for $40.00.  The rights will be exercisable until
Thursday, July 27, 2006 (unless extended), after which they will
expire.  It is expected that certificates evidencing the rights,
together with a prospectus and other information regarding the
rights, will be mailed to stockholders of record promptly
following the record date.  Stockholders who hold their USG shares
through a bank or broker will receive the rights materials from
their bank or broker.

USG common stock is listed on the New York Stock Exchange and the
Chicago Stock Exchange under the symbol "USG."   The rights are
expected to trade on the New York Stock Exchange under the symbol
"USG RT."  Current trading prices for both USG common stock and
the rights can be obtained from a broker or through normal sources
of financial information on the internet.

A copy of the preliminary prospectus relating to the rights
offering is available from Georgeson Shareholder Communications,
Inc. at (888) 206-5896, 17 State Street, 10th floor, New York, NY,
10004 and is also available at the SEC web site,
http://www.sec.gov/ A copy of the final prospectus relating to  
the rights offering will be available after the rights offering
commences.

                          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.


VIPER NETWORKS: Armando Ibarra Raises Going Concern Doubt
---------------------------------------------------------
Armando C. Ibarra, CPA, in Chula Vista, California, raised
substantial doubt about Viper Networks, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's losses from operations since its
inception.

The Company reported a $1,929,685 net loss on $3,482,549 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $755,482 in
total assets and $1,471,943 in total liabilities, resulting in a
$716,461 stockholders' deficit.

The Company will seek additional financing through new stock
issuances and lines of credit.  It will continue to develop its
voice and data services to Web-based customers and expand its
Voice-over-Internet Protocol networks for businesses,
institutions, and Internet Service Providers.

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

                     About Viper Networks, Inc.

Viper Networks, Inc. -- http://www.vipernetworks.com/-- provides
Voice-over-Internet VoIP products and services through
distributors and resellers around the world.  Its network of
VoIP gateways serves more than 350 countries and regions, and it
is unique in offering both network services and equipment to its
customers.  Unlike most competing VoIP providers, Viper Networks
offers its service on a pre-pay basis.  It charges only for
minutes used and does not requiring any monthly fees.  Its
Internet-based users can get dial-up or broadband service with
equal quality.  Viper has been pioneering VoIP service and
technology for more than five years.


WCA WASTE: Moody's Rates Proposed $150 Million Senior Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$150 million senior unsecured notes due 2014 of WCA Waste
Corporation and upgraded the Corporate Family Rating to B1 from
B2.  The outlook for the ratings is stable. Concurrently, Moody's
affirmed the company's liquidity rating of SGL-2.

The upgrade acknowledges WCA Waste's continued strong relative
performance in terms of organic volume and price increases in
excess of industry trends and a favorable pricing environment
across the industry.  The upgrade also reflects the deleveraging
impact of the recently announced proposed $75 million preferred
equity injection by Ares Capital Management and continued progress
by the company in implementing its acquisition-based strategy.

The proposed $150 million of senior notes is intended to refinance
about $99 million of outstanding first lien debt and $25 million
of outstanding second lien debt as well as a portion of revolver
advances.  The existing $100 million revolver due 2010 is also
being refinanced.  WCA Waste also recently signed an agreement for
a $75 million convertible preferred equity investment with Ares
Corporate Opportunities Fund II.  The proposed new revolver and
preferred equity are not rated by Moody's.

Attaining the next higher Corporate Family Rating would be
contingent on achieving considerably larger scale of operations,
maintaining adjusted free cash flow to debt ratios of around 10%
and progress toward improved leverage metrics with adjusted debt
to EBITDA falling well below four times.  Declining or negative
free cash flow generation, reduced interest coverage with EBIT to
interest ratios falling below 1.5 times, debt-financed
acquisitions at high valuation multiples or additional
indebtedness could lead to downward pressure on the ratings.

Moody's took these rating actions:

WCA Waste Corporation:

   * Assigned B2 to $150 million senior unsecured notes due 2014;
   * Upgraded the Corporate Family Rating to B1 from B2;
   * Affirmed the SGL-2 liquidity rating.

WCA Waste Systems, Inc.:

   * Withdrew the B2 rating on the existing $100 million
     guaranteed first lien revolving credit facility due
     April 2010;

   * Withdrew the B2 rating on the existing $99 million
     guaranteed first lien term loan due April 2011;

   * Withdrew the Caa1 rating on $25 million guaranteed
     second lien term loan due October 2011.

   * The outlook for the ratings is stable.

The ratings assume completion of all aspects of the financing
including the $75 million preferred equity injection.

For further detail, refer to Moody's Speculative Grade Liquidity
Assessment and Credit Opinion for WCA Waste Corporation.

WCA Waste Corporation is based in Houston, Texas, and is an
integrated company engaged in the transportation, processing,
and disposal of non-hazardous solid waste.  The company's
operations consist of twenty landfills, twenty-one transfer
material recovery facilities and twenty-four collection operations
located throughout Alabama, Arkansas, Colorado, Florida, Kansas,
Missouri, New Mexico, North Carolina, South Carolina, Tennessee
and Texas.  The company provides services for approximately
203,000 commercial, industrial, and residential customers.  
Revenues for the twelve months ended March 31, 2006 were about
$126 million and were derived from collection, disposal and
transfer operations.


WCA WASTE: S&P Rates Proposed $150 Million Senior Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on WCA
Waste Systems Inc. to positive from stable and affirmed the
existing 'B' corporate credit rating.

"The outlook revision reflects the expected strengthening of WCA's
financial profile because of a proposed $75 million convertible
preferred equity investment by Ares Management.  If management
remains committed to maintaining a stronger financial profile
while pursuing its acquisition growth strategy, we could raise the
ratings within the next two years," said Standard & Poor's credit
analyst Robyn Shapiro.

S&P also assigned a 'B' corporate credit rating and positive
outlook to WCA Waste Corp., an indirect parent of WCA Waste
Systems.

At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned its 'B-' rating to WCA Waste Corp.'s
proposed $150 million of senior unsecured notes due 2014.  This
rating reflects the disadvantaged position of the senior unsecured
notes in the debt structure relative to a new $100 million
revolving credit facility, which S&P expects will be utilized in
the near term to finance acquisitions.  Proceeds from the senior
unsecured notes will be used to refinance remaining balances
outstanding under the company's existing senior secured credit
facilities.  Upon completion of the proposed notes offering, S&P
will withdraw all of the ratings on the existing senior secured
credit facilities.

The ratings on Houston, Texas-based WCA reflect its very modest
size and narrow scope of activities, meaningful exposure to
construction and demolition cycles, the risks associated with an
active growth strategy that includes additional debt-financed
acquisitions, and its highly leveraged balance sheet.  These
factors are only partially offset by favorable overall industry
characteristics and an experienced senior management team with a
proven acquisition and integration track record.

With revenues of about $125 million, WCA is a publicly owned solid
waste management company, which provides collection (about 60% of
sales), transfer (about 15%), and disposal services (about 25%).
The company's integrated operations include 24 collection
operations, 21 transfer stations, and 20 landfills (eight for
municipal solid waste and 12 for construction and demolition or
industrial waste).  WCA benefits from an above-average
internalization of waste rate of about 78%.  With operations
located exclusively in the South and Southeast, the company serves
over 200,000 residential, commercial, and industrial customers.


WINN-DIXIE: Allows Sylvania Lighting's $1.4 Million Claims
----------------------------------------------------------
Sylvania Lighting Services Corp. and Winn-Dixie Stores, Inc., and
its debtor-affiliates are parties to an Energy Services Contract,
dated Jan. 3, 2000, which was extended until Dec. 31, 2005, via a
letter agreement.

On July 19, 2005, Sylvania filed three unsecured non-priority
claims:

    (1) Claim No. 6862 for $435,450 against Winn-Dixie Montgomery,
        Inc.;

    (2) Claim No. 6863 for $796,885 against Winn-Dixie Stores,
        Inc.; and

    (3) Claim No. 6864 for $234,654 against Winn-Dixie Raleigh,
        Inc.

Pursuant to Rule 3003(c)(4) of the Federal Rules of Bankruptcy
Procedure, Claim Nos. 6862, 6863, and 6864 superseded Sylvania
Lighting's three scheduled claims, which totaled $1,147,583.

The Debtors investigated and verified that the Claims contain the
correct amount.

After the Debtors filed for bankruptcy, Sylvania made a
reclamation demand for $105,000.

Sylvania Lighting investigated the Reclamation Claim and has
determined that there was a mistake and that it should be
disallowed.

Accordingly, the parties stipulate that:

    (a) Claim Nos. 6862, 6863, and 6864 will be allowed as filed;
        and

    (b) the Reclamation Claim will be disallowed in its entirety.

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)


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Central Valley Resources
   Bankr. E.D. Calif. Case No. 06-10819
      Chapter 11 Petition filed June 13, 2006
         See http://bankrupt.com/misc/caeb06-10819.pdf

In re Air Joy Heating & Cooling, Inc.
   Bankr. D. N.J. Case No. 06-15360
      Chapter 11 Petition filed June 14, 2006
         See http://bankrupt.com/misc/njb06-15360.pdf

In re Centro Alarmas De Puerto Rico Inc.
   Bankr. D. P.R. Case No. 06-01888
      Chapter 11 Petition filed June 14, 2006
         See http://bankrupt.com/misc/prb06-01888.pdf

In re Deborah Lynne Hoffman
   Bankr. C.D. Calif. Case No. 06-10896
      Chapter 11 Petition filed June 14, 2006
         See http://bankrupt.com/misc/cacb06-10896.pdf

In re PCI Commercial Roofing, Inc.
   Bankr. N.D. Tex. Case No. 06-41778
      Chapter 11 Petition filed June 14, 2006
         See http://bankrupt.com/misc/txnb06-41778.pdf

In re Ralph A. Gutierrez
   Bankr. W.D. Tex. Case No. 06-51074
      Chapter 11 Petition filed June 14, 2006
         See http://bankrupt.com/misc/txwb06-51074.pdf

In re Trident Software Corporation
   Bankr. N.D. Ill. Case No. 06-06891
      Chapter 11 Petition filed June 14, 2006
         See http://bankrupt.com/misc/ilnb06-06891.pdf

In re Visions-Painting, Drywall & Services, Inc.
   Bankr. W.D. Pa. Case No. 06-10667
      Chapter 11 Petition filed June 14, 2006
         See http://bankrupt.com/misc/pawb06-10667.pdf

In re Millmatics, Inc.
   Bankr. N.D. Ala. Case No. 06-81078
      Chapter 11 Petition filed June 15, 2006
         See http://bankrupt.com/misc/alnb06-81078.pdf

In re Zsa Zsa Couch
   Bankr. M.D. Ala. Case No. 06-30710
      Chapter 11 Petition filed June 15, 2006
         See http://bankrupt.com/misc/almb06-30710.pdf

In re Benjamin Frank Camp
   Bankr. N.D. Ala. Case No. 06-40822
      Chapter 11 Petition filed June 16, 2006
         See http://bankrupt.com/misc/alnb06-40822.pdf

In re Richard J. Morrell
   Bankr. N.D. Ga. Case No. 06-66983
      Chapter 11 Petition filed June 16, 2006
         See http://bankrupt.com/misc/ganb06-66983.pdf

In re Sofio's Flower Mound, Inc.
   Bankr. N.D. Tex. Case No. 06-41815
      Chapter 11 Petition filed June 16, 2006
         See http://bankrupt.com/misc/txnb06-41815.pdf

In re Stella Luisa, Inc.
   Bankr. D. N.J. Case No. 06-15483
      Chapter 11 Petition filed June 16, 2006
         See http://bankrupt.com/misc/njb06-15483.pdf

In re PJA Holding Corp.
   Bankr. S.D.N.Y. Case No. 06-35616
      Chapter 11 Petition filed June 19, 2006
         See http://bankrupt.com/misc/nysb06-35616.pdf

In re Plaza International
   Bankr. W.D. Mich. Case No. 06-02792
      Chapter 11 Petition filed June 19, 2006
         See http://bankrupt.com/misc/miwb06-02792.pdf

In re Gregory Stuart Peck
   Bankr. W.D. Wash. Case No. 06-41314
      Chapter 11 Petition filed June 20, 2006
         See http://bankrupt.com/misc/wawb06-41314.pdf

In re Rose Controls, Inc.
   Bankr. E.D. Pa. Case No. 06-20886
      Chapter 11 Petition filed June 20, 2006
         See http://bankrupt.com/misc/paeb06-20886.pdf

                             *********

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.

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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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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