TCR_Public/060630.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 30, 2006, Vol. 10, No. 154

                             Headlines

AFFINITY GROUP: Buys Back $24.8 Mil. of 9% Sr. Subordinated Notes
ALBUQUERQUE EXCAVATORS: Case Summary & 16 Largest Unsec. Creditors
ALLIED HOLDINGS: Retirees Oppose Borrowings Under Insurance Plans
ALLIED HOLDINGS: Bostic Estate Wants to Pursue Injury Lawsuit
ALLIED HOLDINGS: Cushman Gets More Time to Sell Windsor Property

AMERICAN MEDIA: Hires Saul Kredi as Chief Accounting Officer
BANC OF AMERICA: Fitch Places Low-B Ratings on Watch Evolving
BLAST ENERGY: March 31 Balance Sheet Upside-Down by $113,067
CAL-BAY INT'L: Posts $1.6 Mil. Net Loss in Quarter Ended March 31
CALPINE CORP: Panel Taps Fasken Martineau as Canadian Counsel

CALPINE CORP: Wants Deloitte to Provide Tax Compliance Services
CALPINE CORP: Committee Hires Garden City as Communications Agent
CAMPBELL RESOURCES: Creditors & Court OK Plans of Arrangement
CELL THERAPEUTICS: Bank to Buy up to $55 Million of Common Shares
CHESAPEAKE ENERGY: S&P Rates Proposed $500 Million Sr. Notes at BB

CMS ENERGY: Moody's Reviews Low-B Debt Ratings & May Upgrade
COLETO CREEK: S&P Rates $735 Million Sr. Secured Term Loan at B+
COLLEEN INC: Case Summary & Three Largest Unsecured Creditors
COMDIAL CORP: Wants Until September 19 to File Chapter 11 Plan
CUMULUS MEDIA: Can Loan from BofA After Complying with Conditions

DANA CORP: U.S. Trustee Appoints Three-Member Equity Committee
DANA CORP: Court Okays London Underwriters Settlement Agreement
DANA CORP: Plans to Pay $8.363 Million to Employees' Pension Plans
DEDICATED MEDICAL: Case Summary & Largest Unsecured Creditor
DELPHI CORP: Wilmington Trust Objects to Brunswick Plant Transfer

DELPHI CORP: Can Conduct Rule 2004 Examination on Barclays Bank
DIPLOMATIC LANGUAGE: Case Summary & 20 Largest Unsecured Creditors
DONOBI INC: April 30 Balance Sheet Upside-Down by $413,292
ELEC COMMS: Raises $1.7 Million for Liberty Bell Acquisition
EXTENSITY SARL: S&P Holds Negative Watch on B Corp. Credit Rating

FISCHER IMAGING: Incurs $2.7 Million Net Loss in First Quarter
FLEETPRIDE CORP: S&P Junks Rating on $150 Million Bridge Facility
FOSS MFG: Sells Substantially All Assets to Foss LLC for $39 Mil.
GENERAL MOTORS: S&P Holds Negative Watch on B Corp. Credit Rating
GE-RAY FABRICS: Gets Court Nod to Hire Davis Graber as Accountants

HARTVILLE GROUP: Posts $2 Mil. Net Loss in Quarter Ended March 31
HEALTH NET: Moody's Lifts Rating on Senior Unsecured Notes
HEATING OIL: CCAA Court Confirms Joint Plan of Reorganization
HEMOSOL CORP: Plan Sponsorship Agreement Amendment Clarified
HERCULES OFFSHORE: S&P Upgrades Corporate Credit Rating to B

HERTZ CORP: Debt Financing Plans Prompt Moody's to Hold Ratings
HMEZZ LLC: Case Summary & 20 Largest Unsecured Creditors
IMPART MEDIA: Posts $2.8 Million Net Loss in 2006 First Quarter
IMPERIAL PETROLEUM: Files Amended Financial Statements
INFORMATION ARCHITECTS: Expand Credit Services with CDE Purchase

INTEGRATED ELECTRICAL: Michael Caliel Succeeds C. Snyder as CEO
INTELSAT LTD: Chairman Conny Kullman to Leave Post on August 31
INTERPOOL INC: Debt Reduction Prompts S&P to Affirms Ratings
ISLE OF CAPRI: Earns $15.1 Mil. in Fourth Quarter Ended April 30
JAMES DIGIANDOMENICO: Case Summary & 15 Largest Unsec. Creditors

JERNBERG INDUSTRIES: Horwich Coleman OK'd as Trustee's Accountant
LEVITZ HOME: Has Until July 31 to Decide on Woodbury Lease
LSP BATESVILLE: S&P Affirms B+ Rating on $326 Million Sr. Bonds
MARSH SUPERMARKETS: Posts $27.9M Net Loss in 4th Qtr. Ended Apr. 1
MEDICAL CONNECTIONS: March 31 Balance Sheet Upside-Down by $1.1MM

MEDICALCV INC: Eapen Chacko Replaces Jack Jungbauer as CFO
MERIDIAN AUTOMOTIVE: Has Until July 31 to File Chapter 11 Plan
MERIDIAN AUTOMOTIVE: Has Until Nov. 1 to Remove Civil Actions
NATURADE INC: Symco Agrees to Decrease Note to $1 Million
NCP MARKETING: Court Okays Spangenberg Shibley as Special Counsel

NEPTUNE INDUSTRIES: March 31 Balance Sheet Upside-Down by $147K
NHON TAI VO: Case Summary & 13 Largest Unsecured Creditors
NORTEL NETWORKS: Outlines Biz Plan to Improve Operating Margins
NORTHWEST AIRLINES: Employees Need Not File Proofs of Wage Claim
NORTHWEST AIRLINES: Can Assume Worldspan Carrier Agreement

NORTHWEST AIRLINES: Can Reject Flight Attendants' Labor Contracts
ON SEMICONDUCTOR: Major Shareholder Adopts 10b5-1 Trading Plan
ORCAL GEOTHERMAL: Inadequate Info Cues Moody's to Withdraw Ratings
OVERSEAS SHIPHOLDING: Hires J.H. Cohn as Savings Plan Accountant
PARKER DRILLING: Debt Reduction Prompts S&P's Positive Outlook

PERFORMANCE HOME: March 31 Balance Sheet Upside-Down by $9.4 Mil.
PHOTOWORKS INC: Set to Make First Interest Payment on $2.5MM Loan
PORTOLA PACKAGING: Settles Blackhawk's Patent Infringement Suit
POSITRON CORP: Ham Langston Resigns as Independent Auditor
PREFERRED HEALTH: Moody's Rates Proposed $185 Million Loan at B1

PROGRESS RAIL: Caterpillar Merger Cues Moody's to Hold Ratings
SAGE RANCH: Steve Cote Wants Debtor's Chapter 11 Case Dismissed
SATELITES MEXICANOS: Financial Restructuring Accord Approved
SECURECARE TECHNOLOGIES: Robert Woodrow Resigns as CEO
SILICON GRAPHICS: Can Use Secured Noteholders' Cash Collateral

SILICON GRAPHICS: Committee Taps Winston & Strawn as Counsel
SILICON GRAPHICS: KPMG Replaces Ernst & Young as Auditor
SILK SCREEN: Case Summary & 16 Largest Unsecured Creditors
STRATUS SERVICES: Insurance Fund Demands $2.3 Million Payment
SUNCOM WIRELESS: Eric Haskell Continues Stint as CFO

SYNOVICS PHARMA: Posts $2.2 Mil. Net Loss in Quarter Ended Apr. 30
TELOS CORP: March 31 Balance Sheet Upside-Down by $105.2 Million
THERMADYNE HOLDINGS: May Release Restated Financials on July 14
TOYS 'R' US: Moody's Rates $1 Billion Senior Secured Loan at B1
TRANSMONTAIGNE INC: Inks Merger Agreement With Morgan Stanley

TRC HOLDINGS: Gets Final Court Order on Cash Collateral Use
TRIPLE A POULTRY: Has Access to the Mendenhalls' Cash Collateral
TRIPLE A POULTRY: Section 341(a) Meeting Moved to July 18
UNIVISION COMMS: Fitch Lowers Senior Unsecured Debt Ratings to BB
USEC INC: S&P Junks Rating on 6.75 Senior Notes

VENTAS INC: New York Supreme Court Defers Ruling on Kindred Suit
VISIPHOR CORP: Gets $253,000 Contribution from NRC-IRAP
VITAL LIVING: March 31 Balance Sheet Upside-Down by $676,000
WACO VOLUNTEER: Voluntary Chapter 11 Case Summary
WINN-DIXIE STORES: Files Chapter 11 Reorganization Plan

WINN-DIXIE: Sells Louisville Facility to Seay for $3.75 Million
WINN-DIXIE: Sells Stockbridge Property to BH Properties for $2.1MM
WI-TRON INC: Names Joe Nordgaard as Chief Executive Officer
WORLDWIDE ENTERPRISES: Case Summary & Two Largest Unsec. Creditors
WYNN RESORTS: S&P Maintains Watch on B+ Corporate Credit Rating

XYBERNAUT CORP: John Moynahan Resigns as Chief Financial Officer

* BOOK REVIEW: ITT: The Management of Opportunity

                             *********


AFFINITY GROUP: Buys Back $24.8 Mil. of 9% Sr. Subordinated Notes
-----------------------------------------------------------------
Affinity Group, Inc., repurchased $24,841,000 of its 9% senior
subordinated notes due 2012 on June 20, 2006.  The Company had
previously bought back $4,841,000 of its senior subordinated notes
on June 14, 2006.  The Senior Subordinated Note purchases were
made with available cash and the Company intends to have them
promptly retired.

As reported in the Troubled Company Reporter on June 19, 2006,
Affinity Group modified its Amended and Restated Credit Agreement
dated as of June 24, 2003 to permit the Company to repurchase up
to $30 million of the Company's $200 million 9% senior
subordinated notes due 2012 from time to time as and when the
Company determines.

The Senior Subordinated Notes bear interest at 9% per annum
payable semi-annually, mature on February 15, 2012, and may be
called at a price of 104.5% beginning February 15, 2008 and
declining to par at February 15, 2010.

A full-text copy of the Seventh Amendment to the Credit Agreement
dated June 8, 2006, is available for free at:

               http://researcharchives.com/t/s?b8c

Headquartered in Ventura, California, Affinity Group, Inc. --
http://www.affinitygroup.com/-- and its affiliated companies
serve the safety, security, comfort, and convenience needs of the
North American recreational vehicle market.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
Standard & Poor's Ratings Services lowered its ratings on Affinity
Group Holding Inc. and its operating subsidiary, Affinity Group
Inc., including lowering the corporate credit ratings to 'B' from
'B+'.  The outlook is stable.  Total debt outstanding was $412.7
million as of Dec. 31, 2005.


ALBUQUERQUE EXCAVATORS: Case Summary & 16 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Albuquerque Excavators, Inc.
        5500 Cleo Southwest
        Albuquerque, New Mexico 87105

Bankruptcy Case No.: 06-11095

Type of Business: The Debtor is an underground
                  utilities contractor.

Chapter 11 Petition Date: June 28, 2006

Court: District of New Mexico (Albuquerque)

Judge: James Starzynski

Debtor's Counsel: William F. Davis, Esq.
                  William F. Davis & Associates, P.C.
                  P.O. Box 6
                  Albuquerque, New Mexico 87103-0006
                  Tel: (505) 243-6129

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Hanover Insurance Company         Litigation             $261,790
c/o Butt Thorton & Baehr, P.C.
P.O. Box 3170
Albuquerque, NM 87190-3170

Clearbrook Investments, Inc.      Specific Performance   $175,000
c/o Dixon, Scholl & Bailey P.A.   On Contract
P.O. Box 26746
Albuquerque, NM 87125-6746

Twin Mountain                     Litigation             $138,410
Construction II Co.
7926 South Platte
Canyon Road
Littleton, CO 80123

Western Pacific                                           $38,854
Insurance Network

City of Albuquerque               Utilities                $8,138
Water Utility Department

Kardas, Abeyta, Weiner, P.C.      Accounting Services      $8,102

First Insurance Funding Corp.     Insurance                $7,109

West American Insurance Company   Insurance                $7,000

Big Bear                          Vendor                   $5,633

Scott & Kienzle, P.A.             Legal Services           $5,408

Noeding & Jarrett, P.C.           Legal Services           $4,902

Western Technologies, Inc.        Vendor                   $4,426

Keleher & McLeod, P.A.            Legal Services           $4,073

Bluesky Construction              Litigation on            $4,000
Services, Inc.                    Survey Services

Paradigm Engineering              EPA Reports              $2,664

PNM-Remittance                    Utilities                $1,758


ALLIED HOLDINGS: Retirees Oppose Borrowings Under Insurance Plans
-----------------------------------------------------------------
Charles Vining, Verno Grimes and Alfred Carl Hart ask the United
States Bankruptcy Court for the Northern District of Georgia to
deny Allied Holdings, Inc., and its debtor-affiliates' request to
obtain loans against or surrender their interest in certain
insurance policies.  The retirees say that the move:

    -- is premature until a Retiree Committee is appointed;

    -- is a sub rosa effort to circumvent the requirements of
       Section 1114 of the Bankruptcy Code;

    -- lacks any reasonable business basis; and

    -- is unnecessary.

The Retirees are beneficiaries of the Death Benefit Plan of
Allied Systems, Ltd.

John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP,
contends that until the Debtors comply with their obligations
under Section 1114, they are not entitled to modify, terminate or
borrow against the insurance policies, which fund the death
benefits.  The borrowing would reduce or eliminate the benefits
if the Debtors don't pay back the loans, Mr. Christy explains.

Mr. Christy notes that the Debtors' request fails to provide
adequate disclosure and presents discrepancies, which renders the
request inadequate on its face.

"The fact that the Debtors are so profoundly illiquid that they
have to borrow against insurance policies and cannot represent
that even with this borrowing they can stave off a default leads
to the obvious conclusion that borrowings against these policies
is akin to burning the furniture to stay warm," Mr. Christy says.

With the entry of the Yucaipa Companies, Mr. Christy relates that
the proposed borrowings are no longer necessary as the Debtors
have other alternative available financing.

                       About Allied Holdings

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. (Allied Holdings Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Bostic Estate Wants to Pursue Injury Lawsuit
-------------------------------------------------------------
The Bostic Estate asks the U.S. Bankruptcy Court for the Northern
District of Georgia to modify the automatic stay to allow it to
pursue a wrongful death claim and personal injury claim against
Allied Holdings, Inc., its debtor-affiliates and their insurer,
Ace American.

In April 2005, Howard Bostic was involved in a car accident in
Versailles, Kentucky, when his automobile was rear-ended by a
tractor-trailer truck owned by the Debtors.

On May 25, 2005, Tammy Goodlett was appointed Executrix of the
Estate of Howard Bostic.  The Bostic Estate filed a claim for
$1,500,000.

                       About Allied Holdings

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. (Allied Holdings Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Cushman Gets More Time to Sell Windsor Property
----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates inform the United
States Bankruptcy Court for the Northern District of Georgia that
Allied Systems (Canada) Company and Cushman & Wakefield LePage,
Inc., extended the term of the agreement for the firm's exclusive
authority to market the Debtors' property for sale through
December 31, 2006.

As reported in the Troubled Company Reporter on Feb. 14, 2006,
Cushman will have exclusive authority to market and solicit bids
for the Debtors' property in Windsor, Ontario, Canada, pursuant to
a brokerage agreement.  Cushman will have a 5% commission upon the
successful completion of a property sale.

                       About Allied Holdings

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. (Allied Holdings Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN MEDIA: Hires Saul Kredi as Chief Accounting Officer
-----------------------------------------------------------
Saul M. Kredi will serve as American Media Operations Inc.'s Chief
Accounting Officer effective June 26, 2006.  Mr. Kredi will have
an annual base salary of $185,000 and will also be eligible for an
annual bonus of up to 20% of his base salary based on AMOI
achieving its EBITDA target.

Prior to joining AMOI, Mr. Kredi was Senior Director of Finance
and Corporate Controller for Answerthink, Inc., from December 1999
to the present.  Answerthink is a publicly traded information
technology consulting services company.  From January 1993 to
December 1999, Mr. Kredi served as Manager of Assurance and
Advisory Services for Deloitte & Touche.  Mr. Kredi holds
Bachelor's and Master's degrees in accounting, and is a CPA.

Headquartered in Boca Raton, Florida, American Media Operations
Inc. is the United States' largest publisher of celebrity, health
and fitness, and Spanish language magazines.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Moody's Investors Service assigned a B1 rating to American Media
Operations, Inc.'s $510 million senior secured credit facilities
and affirmed other low-B and junk ratings.

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Media Operations Inc. to 'B-' from 'B', and the
subordinated debt rating to 'CCC' from 'CCC+'.  S&P affirmed the
'B' rating on the company's senior secured bank loan at that time.


BANC OF AMERICA: Fitch Places Low-B Ratings on Watch Evolving
-------------------------------------------------------------
Fitch upgraded this class of Banc of America Large Loan, Inc.
Series 2002-FLT1:

   -- $8.8 million class G to 'AAA' from 'AA'

In addition, Fitch placed these classes on Rating Watch Evolving:

   -- $50.1 million class H at 'BB-'
   -- $11.1 million class J at 'B'

Fitch affirmed this class:

   -- Interest only X-1B at 'AAA'

Classes A-1, A-2, B, C, D, E, F, and interest only classes X-1A
and X-2 have been paid in full.

The upgrade is due to increased credit enhancement due to loan
payoffs.  As of the June 2006 remittance report, the transaction
has paid down 87.9% to $70 million from $826.2 million at
issuance.  Of the original seven loans in the deal, one remains.

Classes H and J are placed on Rating Watch Evolving due to the
loan's approaching August 2006 maturity date coupled with a
decline in performance since issuance.  The ratings of classes H
and J will depend on the ability of the borrower to refinance the
loan.

The Central Research Park loan is collateralized by four single-
story and four two-story office and research and development
buildings in Sunnyvale, California, 35 miles south of
San Francisco.  The property is currently 92.9% occupied, up from
91.2% at issuance.  Blue Coat Systems, occupying 45,823 square
feet (9.78%), will be vacating upon expiration of its lease on
June 30, 2006, bringing total occupancy to 80%.

The Sunnyvale submarket has experienced an increase in vacancy
since the loan was originated.  The loan is scheduled to mature in
August 2006 and has no extension options remaining.  Fitch will
continue to monitor performance of the loan.


BLAST ENERGY: March 31 Balance Sheet Upside-Down by $113,067
------------------------------------------------------------
Blast Energy Services, Inc., filed its financial statements for
the quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $968,346 net loss on $291,961 of revenues
for the three months ended March 31, 2006.

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

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

               http://ResearchArchives.com/t/s?c78

                        Going Concern Doubt

Malone & Bailey, P.C., in Houston, Texas, raised substantial doubt
about Blast Energy's ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the Company's
recurring losses from operations, a working capital deficiency of
$0.6 million, a net loss of $2.9 million, and an accumulated
deficit of $29.9 million for the year ended Dec. 31, 2005.  The
Company is trying to raise additional capital in response to its
financial difficulty.

                        About Blast Energy

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


CAL-BAY INT'L: Posts $1.6 Mil. Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
Cal-Bay International, Inc., filed its financial statements for
the quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $1,647,354 net loss on $5,172 of revenues
for the three months ended March 31, 2006, versus a $347,963 net
loss on zero revenues for the three months ended March 31, 2005.

At March 31, 2006, the Company's balance sheet showed $11,975,743
in total assets and $2,472,991 in total liabilities resulting in a
stockholders' equity of $9,502,752.

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

               http://ResearchArchives.com/t/s?c7a

                        Going Concern Doubt

Cal-Bay's management expressed substantial doubt about the
Company's ability to continue as a going concern because of its
losses and its net deficit as of Sept 30, 2005.  The Company's
continued existence is dependent upon its ability to generate more
profitable business activities from its customers.

                          About Cal-Bay

Cal-Bay International, Inc., originally incorporated in the State
of Nevada on December 9, 1998, under the name Var-Jazz
Entertainment, Inc.  Var-Jazz was organized to engage in the
business of music production and sales.  Var-Jazz did not succeed
in the music business and the board of directors determined it was
in the best interest of the Company to seek additional business
opportunities.  On March 8, 2001, Var-Jazz entered into an
Agreement and Plan of Reorganization with Cal-Bay Controls, Inc.,
whereby Var-Jazz changed its name to Cal-Bay International, Inc.,
and acquired Cal-Bay Controls, Inc., as a wholly owned subsidiary
in exchange for 17,112,000 shares of common stock.


CALPINE CORP: Panel Taps Fasken Martineau as Canadian Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Calpine Corp. and its debtor-affiliates bankruptcy cases asks
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Fasken Martineau DuMoulin as its
Canadian bankruptcy counsel.

At the direction of the Committee's lead counsel, Akin Gump
Strauss Hauer & Feld LLP, Fasken Martineau will:

   (a) advise the Committee with respect to its rights, duties
       and powers in the Debtors' Chapter 11 cases as they relate
       to the Canadian Proceedings;

   (b) assist and advise the Committee in its consultations with
       the Canadian Debtors relative to the administration of
       their Chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the US
       Debtors' Canadian creditors and the Canadian Debtors'
       capital structure and in negotiating with holders of
       claims and equity interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial conditions of
       the Canadian Debtors and the operation of the Canadian
       Debtors' businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Canadian Debtors or any third party concerning
       matters related to, among other things, the assumption or
       rejection of certain non-residential real property leases
       and executory contracts, asset dispositions, financing of
       other transactions and the terms of one or more plans of
       reorganization for the Canadian Debtors and accompanying
       disclosure statements and related plan documents;

   (f) assist and advise the Committee as to its communications
       to the general creditor body regarding significant matters
       in the Debtors' Chapter 11 cases as they relate to the
       Canadian proceedings;

   (g) represent the Committee at all hearings and other
       proceedings related to the Canadian Proceedings;

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Canadian Court and
       advise the Committee as to their propriety, and to the
       extent deemed appropriately by the Committee, support,
       join or object to it;

   (i) advise and assist the Committee with respect to any
       Canadian legislative, regulatory or government activities;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of its
       interests and objectives insofar as they relate to the
       Canadian proceedings;

   (k) assist the Committee in its review and analysis of the
       Canadian Debtors' various power agreements;

   (l) prepare any pleadings, including motions, memoranda,
       complaints, adversary complaints, objections or comments
       in connection with any of the Canadian Proceedings or
       Canadian claims against the US Debtors;

   (m) investigate and analyze any Canadian claims against the US
       Debtors' non-debtor affiliates; and

   (n) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee
       in accordance with the Committee's powers and duties.

Jonathan A. Levin, Esq., a partner at Fasken Martineau Dumoulin
LLP, discloses that the Firm's professionals bill:

            Professional                  Hourly Rate
            ------------                  -----------
            Partners                      $360 - $775
            Counsel                       $300 - $775
            Associates                    $235 - $500
            Students at Law               $100 - $150

Mr. Levin further discloses that the Firm's professionals
primarily expected to provide services to the Committee bill:

     Professional            Designation         Hourly Rate
     ------------            -----------         -----------
     Jonathan A. Levin         Partner              $775
     David E. Baird            Counsel              $775
     Edmond F.B. Lamek         Partner              $650
     Alex Kotkas               Partner              $370

The Debtors will also reimburse Fasken's necessary out-of-pocket
expenses.

Mr. Levin assures the Court that his Firm does not hold any
interest adverse to the US Debtors' estates or their creditors,
and is "disinterested " as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.  (Calpine Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants Deloitte to Provide Tax Compliance Services
---------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask permission from the
U.S. Bankruptcy Court for the Southern District of New York to
expand Deloitte Tax LLP's responsibilities to include Tax
Compliance Services.

As reported in the Troubled Company Reporter on April 12, 2006,
the Debtors obtained permission from the Court to employ Deloitte
Tax as their tax service providers.

Deloitte Tax is expected to:

   (a) consult with the Debtors regarding federal and state income
       tax matters;

   (b) advise and assist the Debtors regarding U.S. and
       foreign tax matters on Calpine's International Operations;

   (c) assist the Debtors related to sales and use tax matters;

   (d) assist the Debtors relating to the ongoing audit by the
       Internal Revenue Service of the Debtors' tax returns for
       the periods ending Dec, 31, 2000 to 2004 and with certain
       other Federal and State audit, assessment, or tax
       examination matters;

   (e) assist the Debtors with property tax matters;

   (f) assist the Debtors with various international assignment
       services; and

   (g) advise and assist the Debtors with the entity
       rationalization and simplification project.

                     Tax Compliance Services

Deloitte Tax will assist the Debtors in the preparation of state
and federal income tax returns for the years ending Dec. 31, 2005,
and Dec. 31, 2006, for more than 400 Debtors and non-Debtor
affiliates.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
informs the Court that a portion of the Tax Compliance Services
will be performed by Deloitte's indirect wholly owned subsidiary,
Deloitte Tax Services India Private Limited.  Deloitte Tax India
will assist Deloitte Tax in preparing the tax returns.

Mr. Cantor discloses that the Firm's professionals bill:

         Professionals                       Hourly Rate
         -------------                       -----------
         Partner, Principal or Director      $325 - $375
         Senior Manager                      $265 - $325
         Manager                             $230 - $290
         Tax Senior                          $160 - $225
         Tax Staff                           $115 - $173
         Paraprofessionals                   $100 - $113

The Debtors will also reimbursement Deloitte Tax for reasonable
out-of-pocket expenses it incurs in relation to the Tax
Compliance Services.

Mr. Cantor assures the Court that the Tax Compliance services
rendered by Deloitte Tax to the Debtors will not duplicate or
overlap with the work of any of the Debtors' other professionals.

Guy S. Johnson, a partner at Deloitte Tax, assures the Court that
his firm holds no interest adverse to the Debtors and their
estates, and is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.

                       About Calpine Corp.

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


CALPINE CORP: Committee Hires Garden City as Communications Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted the Official Committee of Unsecured Creditors appointed in
the Calpine Corp. and debtor-affiliates bankruptcy cases authority
to retain The Garden City Group, Inc., as its official
communications agent.

The Garden City Group is expected to:

   (a) establish and maintain an internet-accessed Web site that
       provides:

       -- general information concerning the Debtors and other
          significant parties, including dockets and access to
          docket filings;

       -- monthly Committee written reports summarizing recent
          proceedings, events and public financial information;

       -- highlights of significant events in the cases;

       -- a calendar with upcoming significant events in the
          cases;

       -- access to the claims docket;

       -- press releases issued by the Committee and the Debtors;

       -- a non-public registration form for creditors' to
          request "real-time" case via electronic mail;

       -- a non-public form to submit creditor questions,
          comments and requests for access to information;

       -- responses to creditors' questions, comments and
          requests for access to information; provided that the
          Committee may privately provide those responses in the
          exercise of its reasonable discretion;

       -- answers to frequently asked questions; and

       -- links to other relevant Web sites.

   (b) distribute case updates via e-mail for creditors that have
       registered on the Committee Web site;

   (c) establish and maintain a telephone number and e-mail
       address for creditors to submit questions and comments;
       and

   (d) print and serve documents as directed by the Committee and
       its counsel.

The Debtors will pay for The Garden City Group' services in its
customary hourly rates:

      Professional                             Hourly Rate
      ------------                             -----------
      Supervisor                                $79 - $95
      Project Manager                              $125
      Senior Project Manager                       $150
      Director/Assistant Vice-President            $175
      Vice President                               $225
      Quality Assurance Staff                   $75 - $125
      Senior VP Systems & Managing Director        $275

The Debtors will also reimburse The Garden City Group's
reasonable and necessary out-of-pocket expenses.

Michael J. Sherin, chairman of The Garden City Group, assures the
Court that his firm does not represent any interest adverse to
the Debtors' estates, and is "disinterested" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                       About Calpine Corp.

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


CAMPBELL RESOURCES: Creditors & Court OK Plans of Arrangement
-------------------------------------------------------------
The plans of arrangement presented earlier this month to the
creditors of Campbell Resources Inc., Meston Resources Inc. and
MSV Resources Inc., under the Companies' Creditors Arrangement
Act, received the required approvals at a meeting of creditors
held on June 27, 2006, in Chibougamau.

The Superior Court sanctioned the plans and granted the Company an
extension to Oct. 31, 2006, of the stay provided in the initial
order granted in June 2005.

The Company will now carry-out plans of arrangement and produce a
prospectus which will allow it to proceed, among other things,
with a rights offering to its shareholders for gross proceeds of
up to $5 million.

                    About Campbell Resources

Headquartered in Montreal, Quebec, Campbell Resources Inc. --
http://www.ressourcescampbell.com/-- is a mining company focusing
mainly in the Chibougamau region of Quebec, holding interests in
gold and gold-copper exploration and mining properties.  The
Superior Court of Quebec (Commercial District) granted the Company
protection under the CCAA on June 30, 2005.


CELL THERAPEUTICS: Bank to Buy up to $55 Million of Common Shares
-----------------------------------------------------------------
Cell Therapeutics, Inc., entered into a Step-up Equity Financing
Agreement with Societe Generale.  The bank has agreed to purchase,
over a period of 24 months commencing upon meeting certain
conditions, up to $55 million of CTI new common shares based on a
pre-determined formula with a right to increase the amount of the
issuance to up to $72 million.  Any shares issued, which are
covered under an existing shelf registration, will be purchased by
Societe Generale, which will sell the shares on the Italian
market.  Societe Generale's obligation to purchase shares upon
request by CTI is subject to the conditions indicated in the
agreement with the bank.

Subject to certain conditions, the Step-up Equity Financing
Agreement will allow CTI to raise equity finance in one or more
tranches.  All issuances are at CTI's election, and CTI is not
required to undertake any issuances under the agreement.  The
total amount of any capital raised will depend on the actual
financing needs over the lifetime of the agreement and other
considerations and will reflect the market performance and trading
volume of CTI shares.

                    About Cell Therapeutics

Based in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and
MTAX: CTIC) -- http://www.cticseattle.com/-- engages in the
development, acquisition, and commercialization of treatments for
cancer.  The company was co-founded by James A. Bianco, Louis A.
Bianco, and Jack W. Singer in 1991.

At Mar. 31, 2006, the Company's balance sheet showed a $98,941,000
shareholders' deficit, as compared to a $107,097,000 shareholders'
deficit at Dec. 31, 2005.


CHESAPEAKE ENERGY: S&P Rates Proposed $500 Million Sr. Notes at BB
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' rating to oil
and gas company Chesapeake Energy Corp.'s proposed $500 million
senior unsecured notes due 2013.  Chesapeake's corporate credit
rating is 'BB'.  The outlook is stable.

On June 26, 2006, the company announced plans to publicly sell:

   * 20 million common shares ($580 million in gross proceeds
     using the June 23 stock price),

   * $500 million in senior notes due 2013, and

   * $500 million in mandatory convertible preferred stock.

The common and preferred stock issuances are subject to a 15%
over-allotment option.  Estimated net proceeds of $1.5 billion
(before consideration of the overallotment options) will be used
to finance the company's recently announced Barnett Shale
acquisitions for $932 million and to repay debt under its
revolving credit facility.

Chesapeake had previously stated that it would likely fund the
recent acquisitions with senior notes and preferred equity.

"We view the higher equity component of the announced capital
raises as positively affecting the company's financial risk
profile relative to our previous expectations, although not to
such an extent to warrant a positive ratings action," said
Standard & Poor's credit analyst David Lundberg.

The ratings on Chesapeake reflect:

   * a highly leveraged financial profile;

   * risks associated with a very aggressive growth by acquisition
     strategy; and

   * participation in the highly cyclical and capital-intensive
     oil and gas exploration and production sector.

These concerns are partially offset by:

   * a large and attractive reserve base with favorable growth
     prospects;

   * good production visibility;

   * a competitive cost structure; and

   * a relatively favorable commodity price environment.


CMS ENERGY: Moody's Reviews Low-B Debt Ratings & May Upgrade
------------------------------------------------------------
Moody's Investors Service placed the debt ratings of CMS Energy
Corporation under review for possible upgrade.  The ratings placed
under review include CMS Energy's Ba3 Corporate Family Rating and
B1 senior unsecured debt.  Moody's also affirmed CMS Energy's
SGL-2 rating and revised the rating outlook for Consumers Energy
Company to stable from negative.

The review for upgrade of CMS Energy's ratings reflects:

   1. expectations for higher net income and funds from
      operations in 2006 and 2007.  This would continue an
      underlying improving trend.  Certain key financial metrics
      were stronger in 2005, including the ratio of funds from
      operations to debt, which was improved to about 10% and
      the ratio of FFO to interest, which approved to about
      2.5 times, in accordance with Moody's standard global
      adjustments.  These credit metrics would be consistent
      with a low Ba level senior unsecured rating for a utility
      parent holding company with an overall business risk
      category in the medium range as defined in Moody's rating
      methodology for global regulated electric utility
      companies.

   2. a reduced overall business risk profile with the
      divestiture of a number of its non-regulated assets and a
      more focused business strategy that is centered around
      Consumers Energy, its regulated utility business.  Over
      the last two years, the management's strategy has been to
      shift focus back to the regulated utility business in the
      US and to decrease the reliance on assets in more volatile
      markets.

   3. significant improvements in corporate governance practices,
      risk management procedures, and liquidity management.

Moody's review of CMS Energy's ratings will consider the company's
ability to further improve its financial metrics following the
implementation of its electric rate case and a potential
constructive outcome of its gas rate case, balanced by the need to
fund substantial capital improvements required for Consumers'
power generation facilities.  The review will also consider the
company's strategy to further reduce its consolidated business
risk profile and to address challenges arising from the
vulnerability of the Midland Cogeneration Venture facility to high
natural gas prices.

The stable outlook for Consumers Energy considers the favorable
impact of the company's recent electric rate order, which included
a meaningful increase in base rates, the recovery of environmental
costs incurred during the rate freeze that ended in 2005 and the
inclusion of a pension cost tracking mechanism.  The stable
outlook also considers the improvement in near term financial
flexibility following the implementation of a $300 million 2nd
lien revolving credit facility at Consumers Energy.

This credit facility provides an additional source of liquidity
for the company.  Consumers Energy's potential financial
flexibility has been reduced by a limitation on its issuance of
first mortgage bond indebtedness.  The rating outlook had been
revised to negative when the financing limitation was triggered by
a 2005 impairment charge in connection with the company's Midland
Cogeneration Venture investment.

The new credit facility will supplement Consumer's $500 million
multi-year revolving credit facility and the approximately
$325 million accounts receivable securitization program, which
collectively are expected to provide the utility with over
$1 billion of external liquidity to support needs that could arise
in the event of a substantial spike in natural gas prices.

Based in Jackson, Michigan, CMS Energy Corporation is a
diversified energy holding company. Through its regulated utility
subsidiary, Consumers Energy, the company provides natural gas and
electricity to almost 60% of nearly 10 million customers in
Michigan's lower peninsula counties.  CMS Enterprises is engaged
in energy businesses in the United States and in select
international markets through various subsidiaries.

On Review for Possible Upgrade:

Issuer: CMS Energy Corporation

   * Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba3

   * Preferred Stock, Placed on Review for Possible Upgrade,
     currently Caa1

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Caa1

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Ba3

   * Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
     Review for Possible Upgrade, currently B1

   * Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently B1

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently B1

   * Senior Unsecured Shelf, Placed on Review for Possible
     Upgrade, currently (P)B1

   * Subordinated Conv./Exch. Bond/Debenture, Placed on Review
     for Possible Upgrade, currently B3

   * Subordinated Shelf, Placed on Review for Possible Upgrade,
     currently (P)B3

Issuer: CMS Energy Trust I

   * Preferred Stock, Placed on Review for Possible Upgrade,
     currently B3

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)B3

Issuer: CMS Energy Trust II

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)B3

Issuer: CMS Energy Trust III

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)B3

Issuer: CMS Energy Trust IV

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)B3

Issuer: CMS Energy Trust V

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)B3
Outlook Actions:

Issuer: CMS Energy Corporation

   * Outlook, Changed To Rating Under Review From Stable

Issuer: CMS Energy Trust I

   * Outlook, Changed To Rating Under Review From Stable

Issuer: CMS Energy Trust II

   * Outlook, Changed To Rating Under Review From Stable

Issuer: CMS Energy Trust III

   * Outlook, Changed To Rating Under Review From Stable

Issuer: CMS Energy Trust IV

   * Outlook, Changed To Rating Under Review From Stable

Issuer: CMS Energy Trust V

   * Outlook, Changed To Rating Under Review From Stable

Issuer: Consumers Energy Company

   * Outlook, Changed To Stable From Negative

Issuer: Consumers Energy Company Financing IV

   * Outlook, Changed To Stable From Negative

Issuer: Consumers Energy Company Financing V

   * Outlook, Changed To Stable From Negative

Issuer: Consumers Energy Company Financing VI

   * Outlook, Changed To Stable From Negative


COLETO CREEK: S&P Rates $735 Million Sr. Secured Term Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Coleto Creek Power L.P.'s $735 million senior secured first-lien
term loan due 2013 and affirmed the 'B+' rating on Coleto's $170
million synthetic LOC facility maturing 2013, and $60 million
working capital revolver maturing 2011.  The outlook is stable.

Standard & Poor's also assigned its '1' recovery rating to the
$735 million senior secured first-lien term loan and raised its
recovery rating on the other two facilities to '1' from '2'.
The score of '1' indicates high expectation of full recovery of
principal (100% recovery) in the event of a payment default.

Coleto Creek is also issuing a $200 million senior secured
second-lien term loan due 2013 that is not rated.  These ratings
are subject to the receipt of final project documentation under
substantially identical terms.

"The 'B+' rating reflects a high debt burden and substantial
refinancing risk when the term loans mature in June 2013, which
are tempered by the plant's favorable market position and the
plant's contracted output of 90% through June 2009," said Standard
& Poor's credit analyst Swami Venkataraman.  "The plant's
economics benefit substantially from being an efficient, coal-
fired base load generating station in a market in which gas-fired
generation dominates."

Coleto Creek will use the loans' proceeds to purchase:

   * the 632 MW coal-fired Coleto Creek plant located in the
     Electric Reliability Council of Texas region from Coleto
     Creek WLE L.P.;

   * a 50/50 partnership of Sempra Energy (BBB+/Stable/A-2); and

   * The Carlyle Riverstone Group

for a total of $1.14 billion.

The plant will be Coleto Creek's sole asset and cash from the
plant will support debt service on all borrowings.  Sempra and
Riverstone will use the proceeds to repay existing loans at Coleto
Creek WLE L.P., following which Standard & Poor's will withdraw
its 'BB' rating on the $228.1 million first-lien term B1 bank loan
due 2011 and its 'BB-' rating on the $150 million second-lien term
C1 bank loan due 2012.


COLLEEN INC: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Colleen, Inc.
        aka A & B Check Cashing
        2135 West Patapsco Avenue
        Baltimore, Maryland 21230

Bankruptcy Case No.: 06-13748

Type of Business: The Debtor specializes in cashing in all
                  types of checks, and provides other financial
                  services.  See http://www.abcheckcashing.com/

Chapter 11 Petition Date: June 28, 2006

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, Maryland 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets: $467,000

Total Debts:  $11,800,000

Debtor's Three Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
   Carrollton Bank                            $5,000,000
   1589 Sulphur Spring Road, Suite 102
   Baltimore, MD 21227

   Baltimore County Savings Bank              $5,000,000
   4111 East Joppa Road
   Baltimore, MD 21236

   Global Express Money Orders, Inc.          $1,800,000
   8819 Monard Drive
   Silver Spring, MD 20910


COMDIAL CORP: Wants Until September 19 to File Chapter 11 Plan
--------------------------------------------------------------
Comdial Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
until Sept. 19, 2006, the period within which they can file a
chapter 11 plan.  The Debtors also want their time to solicit
acceptances of that plan extended until Nov. 20, 2006.

The Debtors tell the Court that they have been devoted to
negotiating and completing the sale of substantially all of their
assets to Vertical Communications Acquisitions Corp., which
recently closed on Sept. 28, 2005, and finalizing matters related
to the sale, preparing for the termination of the benefit pension
plan, and filing motions to establish claim bar dates.

In addition, the Debtors have drafted a proposed liquidation plan
and related disclosure statement that the Committee is in the
process of reviewing.

The extension, the Debtors say, will provide them more time to
continue to negotiate a confirmable plan.

Headquartered in Sarasota, Florida, Comdial Corporation, nka CMDL
Corporation -- http://www.comdial.com/-- and its affiliates
develop and market sophisticated communications products and
advanced phone systems for small and medium-sized enterprises.
The Company and its debtor-affiliates filed for chapter 11
protection on May 26, 2005 (Bankr. D. Del. Case No. 05-11492).
Jason M. Madron, Esq., and John Henry Knight, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $30,379,000 and total
debts of $35,420,000.


CUMULUS MEDIA: Can Loan from BofA After Complying with Conditions
-----------------------------------------------------------------
Cumulus Media Inc. has complied with all conditions to funding
under a Credit Agreement with a group of lenders represented by
Bank of America, N.A., as administrative agent.

Funding under the Credit Agreement was subject to conditions
customary for financing transactions, and also was subject to the
additional condition that shares of Class A Common Stock were
accepted for payment in the Company's previously announced tender
offer.  On June 23, 2006, Cumulus reported that it had accepted
for purchase 11,500,000 shares of its Class A Common Stock
pursuant to the tender offer at a purchase price of $11.50 per
share.

The Company had made initial borrowings of approximately
$722.3 million, which it used to repay all amounts owed under its
existing credit facilities and to pay for the shares being
purchased in the tender offer.

The Company expects to borrow an additional $57.5 million to
purchase 5,000,000 shares of its Class B Common Stock, pursuant to
a stock purchase agreement, dated May 9, 2006, between the
Company, BA Capital Company, L.P. and Banc of America Capital
Investors SBIC, L.P..

                       About Cumulus Media

Headquartered in Atlanta, Georgia, Cumulus Media Inc.
(NASDAQ:CMLS) -- http://www.cumulus.com/-- is the second-largest
radio company in the United States based on station count.  Giving
effect to the completion of all pending acquisitions and
divestitures, Cumulus Media Inc., directly and through its
investment in Cumulus Media Partners, will own and operate 343
radio stations in 67 U.S. media markets.

                         *     *     *

As reported in the Troubled Company Reporter on May 26, 2006,
Standard & Poor's Ratings Services lowered its ratings on Cumulus
Media Inc., including lowering the corporate credit rating to 'B'
from 'B+'.  The ratings were removed from CreditWatch, where they
were placed with negative implications on May 11, 2006.  The
outlook is stable.

As reported in the Troubled Company Reporter on May 24, 2006,
Moody's Investors Service downgraded Cumulus Media, Inc.'s
corporate family rating to a Ba3 from a Ba2.  Additionally,
Moody's assigned Ba3 ratings to the company's $850 million in
amended senior secured credit facilities.


DANA CORP: U.S. Trustee Appoints Three-Member Equity Committee
--------------------------------------------------------------
Diana G. Adams, Acting United States Trustee for Region 2,
appoints three parties, being the largest equity security holders,
to the official equity committee in Dana Corporation and its
debtor-affiliates' Chapter 11 cases.

The Committee of Equity Security Holders consists of:

   (1) Harbinger Capital Master Fund I, Ltd.
       Attention: Lawrence M. Clark, Jr.
       555 Madison Avenue, 16th Floor
       New York, New York 10027
       Tel No. (212) 521-6995

   (2) Appaloosa Management L.P.
       Attention: Ronald Goldstein
       26 Main Street
       Chatham, New Jersey 07928
       Tel No. (973) 701-7000

   (3) Brandes Investment Partners, L.P.
       Attention: Brent Woods
       11988 El Camino Real, Suite 500
       San Diego, California 92130
       Tel No. (858) 523-6464

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of
Sept. 30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Court Okays London Underwriters Settlement Agreement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the settlement agreement between Dana Corporation and its
debtor-affiliates and certain underwriters at Lloyds' London.

In February 2001, the Underwriters commenced an action in the
Court of Common Pleas of Lucas County, Ohio, against Allstate
Insurance Company, as successor-in-interest to Northbrook Excess
and Surplus Insurance Company, among others.  The Underwriters
seek contribution and interest, and declaratory judgment, arising
from their payment of indemnity and defense expenses to the
Debtors, relating to asbestos-related bodily injury claims made
against the Debtors.  The Debtors were not a party to the Ohio
Contribution Action.

The London Underwriters are certain underwriters and companies
that subscribe portions of excess comprehensive general liability
insurance policies placed by the Debtors in the London insurance
market.

Allstate also provided comprehensive general liability insurance
to the Debtors.

In the Ohio Contribution Action, the Underwriters asserted that
they have paid asbestos bodily injury claims on the Debtors'
behalf for many years.  The Underwriters sought to recover from
Allstate their contribution payments.

Subsequently, the Debtors were joined as a party to the Ohio
Contribution Action.  As against Allstate, the Ohio Contribution
Action was stayed pending the completion of an arbitration
between the Debtors and the Underwriters over the Underwriters'
right to pursue the relief sought against Allstate in the Ohio
Contribution Action.

The Underwriters and the Debtors resolved the arbitration through
confidential settlements, pursuant to which:

   (a) the Debtors agreed that the Underwriters were entitled to
       pursue the Ohio Contribution Action against Allstate;

   (b) the Debtors agreed that it would take no steps to stay or
       prevent the Underwriters' pursuit of the Ohio Contribution
       Action against Allstate; and

   (c) the Underwriters agreed to limit the amount they may
       obtain from Allstate solely to interest on amounts they
       paid to the Debtors as indemnity or defense expenses for
       asbestos bodily injury claims.

The Underwriters have not brought any claim or action against the
Debtors in the Ohio Contribution Action.

After the Debtors' bankruptcy filing, Allstate sent a letter to
the Ohio Court, suggesting the automatic stay may affect the
Underwriters' pursuit of their claims in the Ohio Contribution
Action.

Accordingly, the Debtors and the Underwriters stipulate that the
automatic stay:

   (1) is modified solely to permit the Underwriters to pursue
       the Ohio Contribution Action against Allstate;

   (2) is modified to permit the Underwriters to collect from
       Allstate the interest portion of any judgment or
       settlement entered in the Ohio Contribution Action, so
       long as the collection will not reduce the available
       limits of the Allstate Policies; and

   (3) precludes the Underwriters from collecting from, or
       enforcing against, Allstate the contribution portion of
       any judgment entered in the Ohio Contribution Action.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of
Sept. 30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Plans to Pay $8.363 Million to Employees' Pension Plans
------------------------------------------------------------------
In connection with their collective bargaining agreements and as
part of their benefit programs for certain non-union employees,
Dana Corporation and its debtor-affiliates maintain defined
benefit pension plans and periodically make contributions to those
Pension Plans.

The next contribution required by the Internal Revenue Code and
the Employee Retirement Income Security Act to certain of the
Pension Plans, amounting to $8,363,000, is on July 15, 2006.

Accordingly, the Debtors, with the consent of the Official
Committee of Unsecured Creditors, will make the July 15
Contribution.

The Debtors and the Creditors Committee agree that neither the
making of the July 15 Contribution, nor any party's consent, is
intended nor will it be deemed or construed as a waiver of the
right of any party to challenge, or otherwise contest the
ability, or alleged obligation, of the Debtors to make any future
Pension Contributions.

The parties reserve all of their rights, remedies, claims, causes
of action and defenses with respect to all aspects of the Pension
Funding Dispute.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DEDICATED MEDICAL: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Dedicated Medical Imaging Center, Inc.
        1125 East 17th Street West, Suite 125
        Santa Ana, California 92701
        Tel: (714) 547-3200

Bankruptcy Case No.: 06-11010

Type of Business: The Debtor offers medical imaging services.
                  The Debtor's president, Marshall Martinez,
                  filed for chapter 11 protection on June 26,
                  2006 (Bankr. C.D. Calif. Case No. 06-10990).

Chapter 11 Petition Date: June 28, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Todd B. Becker, Esq.
                  3750 East Anaheim Street, Suite 100
                  Long Beach, California 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904

Total Assets: $1,300,500

Total Debts:  $2,026,987

Debtor's Largest Unsecured Creditor:

   Entity                                         Claim Amount
   ------                                         ------------
   Siemens Financial Services, Inc.                   $726,987
   c/o Danning, Gill, Diamond & Kollitz
   2029 Century Park East, Third Floor          Secured Value:
   Los Angeles, CA 90067                            $1,300,000


DELPHI CORP: Wilmington Trust Objects to Brunswick Plant Transfer
-----------------------------------------------------------------
Wilmington Trust Company and the U.S Environmental Protection
Agency raised certain objections to the transfer agreement inked
between Delphi Corporation and its debtor-affiliates and Johnson
Controls, Inc.

As reported in the Troubled Company Reporter on June 15, 2006, the
Debtors sold their lead acid battery business to Johnson Controls,
$202,500,000, with post-closing adjustments of at least
$12,500,000, as part of its efforts to dispose of non-core assets.

Delphi was not able to transfer a battery manufacturing facility
in New Brunswick, New Jersey, because of certain provisions in
their agreements with the International Union, IUE-CWA and IUE-CWA
Local 416.

To achieve a consensual transfer of the New Brunswick Facility to
Johnson Controls, the Debtors and Johnson Control entered into the
Transfer Agreement to effectuate the sale of the New Brunswick
Facility in exchange for Johnson Control's payment of $1 plus the
value of certain inventory estimated at $1,700,000.

       Wilmington Trust Opposes Attrition Program Funding

Wilmington Trust Company, as indenture trustee for $2 billion in
senior notes issued by Delphi Corporation, opposes the Debtors'
proposal to fund an attrition program for the benefit of Delphi
Automotive Systems, LLC, and its employees.  The attrition
program will cost Delphi up to $22,800,000.

Edward M. Fox, Esq., at Kirkpatrick & Lockhart Nicholson Graham
LLP, in New York, points out that while Johnson Controls Inc. has
agreed to contribute up to $12,500,000 to offset the cost of the
attrition program, that payment will be made to DAS rather that
Delphi, which is actually funding the cost of the program.

"The Motion appears to be the latest example of the Debtors'
willingness to treat Delphi Corporation as a communal piggybank
to be tapped for the benefit of its operating subsidiaries rather
than a separate and distinct legal entity, with interests and
obligations distinct from those of its subsidiaries, and a
fiduciary duty to advance the interests of its own creditors and
equity holders," Mr. Fox asserts.

       Environmental Protection Agency Insist on Liability

The United States, on behalf of the Environmental Protection
Agency, opposes the Debtors' request to the extent that it
purports to seek approval of a sale that would extinguish
potential environmental liabilities.

The EPA is charged with the police and regulatory responsibility
to protect public health and the environment under several
environmental statutes.

David J. Kennedy, Esq., assistant United States Attorney, in New
York, asserts that the Debtors cannot extinguish the
environmental obligations of future purchasers through a sale
under Section 363 of the Bankruptcy Code.  Mr. Kennedy points out
that Section 107(a)(1) of the Comprehensive Environmental
Response, Compensation, and Liability Act makes the current owner
or operator of a facility liable for releases of hazardous
substances from their facility, without regard to whether the
current owner or operator had anything to do with bringing the
hazardous substances to the facility or causing the release.
Thus, if there is contamination at the facility, liability for
contamination runs with the property.

The U.S. Government asserts that the Sale Order must clarify that
nothing in the U.S Bankruptcy Court for the Southern District of
New York's order approving the Transfer Agreement:

   (1) releases or nullifies any liability to a government entity
       under environmental statutes or regulations that any
       entity would be subject to as owner or operator of that
       property; and

   (2) precludes or prevents a governmental entity from
       exercising any powers under police and regulatory
       statutes, or regulations, that would be applicable to any
       entity as an owner or operator of property.

                         About Delphi Corp

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


DELPHI CORP: Can Conduct Rule 2004 Examination on Barclays Bank
---------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York compels Barclays Bank PLC to turn
over all requested documents to Delphi Corp, pursuant to Rule
2004(a) of the Federal Rules of Bankruptcy Procedure.

Judge Drain directs Barclays to appear for oral examination under
oath at the offices of Togut, Segal & Segal LLP, One Penn Plaza,
in New York, on a date and time as may be designated by Delphi.

As reported in the Troubled Company Reporter on June 5, 2006, the
Debtors asked the Court to:

   (a) authorize examination of Barclays Bank PLC pursuant to Rule
       2004 of the Federal Rules of Bankruptcy Procedure,
       pertaining to its assertion of a right of set-off regarding
       its payment obligations to Delphi pursuant to a Master
       Agreement; and

   (b) direct Barclays to produce all documents in its
       possession or control pertaining to the assertion.

Delphi Corporation and Delphi Automotive Systems Risk Management
Corporation had entered into separate master swap agreements with
Barclays -- one agreement dated Nov. 23, 2001, and one dated
Dec. 6, 2001.

On Oct. 10, 2005, Barclays sent a notice of early termination to
Delphi Risk Management to terminate the December Agreement.
Barclays paid the Debtor $1,999,658 on account of that
termination.

Barclays also sent Delphi a notice of termination of the Master
Agreement on Oct. 10, 2005, but has yet to tender a termination
payment as required under the Master Agreement.

Barclays agreed in writing that it owes a matured and liquidated
debt of at least $9,049,399 to Delphi on account of the swap
Master Agreement but it has refused to pay that amount, Neil
Berger, Esq., at Togut, Segal & Segal LLP, in New York, told the
Court.

Barclays had elected to withhold payment of the Termination
Payment to protect its set-off rights against any indemnification
payments owed by Delphi.

According to Barclays, its indemnification rights arise from
potential liability in connection with the involvement of
Barclays Capital, Inc., in the prepetition issuance of certain
Delphi bonds.

Mr. Berger noted that Barclays Capital has been named as a
defendant in a class action filed in the U.S. District Court for
the Southern District of New York, styled In re Delphi Corp.
Securities Litigation, 1:05-cv-2637.  However, Mr. Berger related
that Delphi is not aware of any claims having been asserted in the
Litigation against Barclays Bank PLC -- the counterparty to the
Master Agreement.

Mr. Berger contended that Barclays failed to articulate any
justifiable basis or authority for the alleged set-off right.

Mr. Berger explained that the examination is intended to assist
Delphi in its efforts to recover its liquidated and matured claim
against Barclays.

"The Documents, including those related to Barclays' corporate
structure and potential liability in the Litigation, will enable
Delphi to assess the validity of any set-off claim that is being
asserted by Barclays," Mr. Berger said.

                         About Delphi Corp

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


DIPLOMATIC LANGUAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Diplomatic Language Services, LLC
        1901 North Fort Myer Drive, Suite 600
        Arlington, Virginia 22209

Bankruptcy Case No.: 06-10699

Type of Business: The Debtor provides language training,
                  proficiency testing, and linguist service
                  to federal and state government, commercial
                  and academic clients, in both traditional
                  and remote-access settings.
                  See http://www.dls-llc.com/

Chapter 11 Petition Date: June 28, 2006

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Donald F. King, Esq.
                  Odin, Feldman & Pittleman
                  9302 Lee Highway, Suite 1100
                  Fairfax, Virginia 22031
                  Tel: (703) 218-2100
                  Fax: (703) 218-2160

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   JBG/Rosslyn                               $856,646
   Gateway South
   1911 North Fort Myer Drive, Suite 112
   Arlington, VA 22209

   ALSI, LLC                                 $131,000
   1801 Rockville Pike, Suite 410
   Rockville, MD 20852

   Pepper Hamilton                           $130,993
   600 14th Street Northwest
   Washington, D.C. 20005

   Wei Yeh                                   $125,000

   Noreast Capital Corporation                $40,688

   CareFirst BlueCross                        $36,000

   Eurocentres                                $30,000
   Seestrasse 247
   Zurich, Switzerland
   CH-8038

   Verizon                                    $27,785

   MBNA America                               $24,000

   Virtual Foreign Language                   $22,787
   Mouna Carpenter

   Rothwell Figg Ernst                        $19,955

   De Lage Landen                             $15,000

   G.E. Capital                               $12,365

   Bean Kinney & Korman                        $9,700

   Gross & Romanick                            $8,245

   Barry Lerner                                $7,020

   Grafik Industries, Ltd.                     $6,500

   Credential Leasing                          $6,298

   Powell Goldstein LLP                        $5,000

   Schreiber Translations                      $4,500


DONOBI INC: April 30 Balance Sheet Upside-Down by $413,292
----------------------------------------------------------
Donobi, Inc., filed its financial results for the three months
ended April 30, 2006, with the Securities and Exchange Commission
on June 12, 2006.

For the first quarter ended April 30, 2006, the company incurred a
$255,066 net loss on $345,354 of net revenues compared to a
$119,105 net loss on $319,783 of net revenues for the same period
in 2005.

At April 30, 2006, the company's balance sheet showed total assets
of $1.6 million and total debts of $2 million, resulting in a
$413,292 stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://ResearchArchives.com/t/s?c93

Donobi, Inc. -- http://www.donobi.com/-- is an Internet Service
Provider with operations in Washington, Oregon, and Hawaii.  The
Company offers Internet connectivity and digital video to
individuals, multi-family housing, businesses, organizations,
educational institutions and government agencies.  The Company
provides high quality, reliable and scalable Internet access, web
hosting and development, equipment co-location, and networking
services to underserved rural markets.

                        Going Concern Doubt

Bongiovanni & Associates, P.A., in Charlotte, North Carolina,
expressed substantial doubt about Urban Television Network
Corporation's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Jan. 31, 2006.  The auditing firm pointed to the Company's
recurring losses and has yet to generate an internal cash flow.


ELEC COMMS: Raises $1.7 Million for Liberty Bell Acquisition
------------------------------------------------------------
eLEC Communications Corp. has raised $1.7 million from the sale of
a three-year secured term note to Laurus Master Fund, Ltd.  The
proceeds of the sale will be used primarily to fund the proposed
purchase of Liberty Bell Telecom and for working capital needs.

Under the terms of the Laurus Funds financing, the note is payable
over a three year period, with principal payment deferred for the
first year.  A portion of the proceeds has been deposited in a
restricted cash account and will not to be released until the
pending acquisition of Liberty Bell is completed.

The note bears an interest rate equal to the Wall Street Journal
Prime Rate plus 2%.

eLEC and Laurus also amended and restated existing secured term
notes, making notes that were formerly convertible into common
stock, non-convertible.

Paul Riss, eLEC's CEO, commented, "This financing is positive for
us in two ways.  First, the financing provides us with the capital
to consummate the proposed acquisition of Liberty that will add
considerable scale, cash flow and marketing capabilities for our
emerging VoIP business.  Second, we completed an important capital
restructuring by eliminating the conversion feature on the
convertible debt, thereby providing us with a greatly simplified
and strengthened capital structure with which to build our
business going forward."

In February, eLEC signed a letter of intent to acquire Liberty
Bell Telecom, LLC, a privately held telecommunications company
that provides local and long distance telephone service in the
State of Colorado.

Liberty Bell generated approximately $5 million of revenue in 2005
and produced over $150,000 in net profits in the fourth quarter of
2005.  Tom Martino, its founder, will become a stockholder in eLEC
and will remain with Liberty Bell to help roll out its new VoIP
service  offerings, which meet his vision of excellent telephone
service at affordable prices nationwide.

                        About eLEC Comms

eLEC Communications Corp. (OTCBB:ELEC) -- http://www.elec.net/--  
is a Competitive Local Exchange Carrier that offers local and long
distance calling plans to small business and residential
customers.  The Company sells under the names of New Rochelle
Telephone and eLEC Communications, and the Company delivers
telephone services.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Mar. 7, 2006,
Nussbaum Yates & Wolpow, PC, expressed substantial doubt about
eLEC Communications Corp.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
years ended Nov. 30, 2005 and 2004.  The auditing firm pointed to
the Company's recurring losses from operations.


EXTENSITY SARL: S&P Holds Negative Watch on B Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on Atlanta,
Geogia-based Extensity S.a.r.l. (B/Watch Neg/--) on CreditWatch,
where they were placed with negative implications on April 28,
2006, following the announcement of a combined $3.825 billion
financing with Infor Global Solutions Holdings Ltd. to finance the
combination of Infor and Extensity, including the previously
announced acquisitions of Systems Union Group PLC and SSA Global
Technologies Inc.

A portion of the proceeds from the proposed financing is expected
to be used to refinance Extensity's existing debt.  Ratings on
Extensity would be withdrawn upon the closing of the proposed
transaction.


FISCHER IMAGING: Incurs $2.7 Million Net Loss in First Quarter
--------------------------------------------------------------
Fischer Imaging Corporation incurred a $2.7 million net loss
on $6.9 million of revenues for the three months ended
March 31, 2006, compared to a $6.5 million net loss on
$14.4 million of revenues for the same period in 2005.

As of March 31, 2006, the Company's accumulated deficit widened to
$46.9 million from $44.2 million at Dec. 31, 2005.

A full-text copy of the Company's quarterly report is available
for free at http://ResearchArchives.com/t/s?c6f

                      Going Concern Doubt

Ehrhardt Keefe Steiner & Hottman PC in Denver, Colorado, raised
substantial doubt about Fischer Imaging'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 sold
substantially all of its assets in September 2005.

Headquartered in Denver, Colorado, Fischer Imaging Corporation --
http://www.fischerimaging.com-- engages in the design,
manufacture, and sale of mammography and digital imaging products
used to diagnose breast cancer and other diseases.  It offers
digital imaging systems and other medical devices that help
radiologists, surgeons, and other healthcare professionals in
screening, diagnostic, and interventional procedures.


FLEETPRIDE CORP: S&P Junks Rating on $150 Million Bridge Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on truck
parts distributor FleetPride Corp. to negative from stable.

At the same time, Standard & Poor's assigned its 'CCC+' rating to
FleetPride's $150 million unsecured senior bridge loan facility
and withdrew its preliminary rating of 'CCC+' rating on the
company's proposed $150 million senior unsecured notes.

In addition, Standard & Poor's affirmed its 'B' corporate credit
and its 'B+' senior secured ratings on the company.  FleetPride's
pro forma debt totaled $341 million at March 31, 2006, including
$25 million of discount notes issued by FPC Holdings Inc., parent
of FleetPride Corp.

The rating actions reflect the withdrawal of the company's
proposed $150 million senior unsecured notes issuance, proceeds
from which were to be used to repay a $150 million bank bridge
loan.  Instead, the bridge loan will now remain outstanding.  The
bank loan borrowings were used by Investcorp International Inc., a
global investment group, to finance FleetPride's acquisition on
June 6, 2006.  The bridge loan facility, which matures June 6,
2007, will remain in FleetPride's capital structure until it
either matures or can be refinanced with a bond placement.

The outlook revision reflects FleetPride's reduced liquidity
situation and weaker credit measures resulting from higher-than-
expected cash interest expense.  Interest expense for the bridge
loan exceeds that expected for the notes, and the term loan was
sold with a higher-than-planned rate.  Recovery expectations for
holders of the senior secured credit facilities are not impaired
by the presence of the bridge loan because the loan is unsecured
and, thus, effectively subordinated to the senior credit facility
to the extent of the assets.


FOSS MFG: Sells Substantially All Assets to Foss LLC for $39 Mil.
-----------------------------------------------------------------
The Honorable J. Michael Deasy of the U.S. Bankruptcy Court for
the District of New Hampshire in Manchester authorized Patrick J.
O'Malley, the Chapter 11 Trustee of Foss Manufacturing Company,
Inc., to sell substantially all of the Debtor's assets free and
clear of all liens, claims, encumbrances, and interests, to Foss
Manufacturing Company LLC, for $39,061,000.

Judge Deasy also authorized the Chapter 11 Trustee to pay on the
closing date the sale proceeds of the assets to CapitalSource
Finance, LLC, as prepetition lender and T.I.P. Lender:

   (a) the cash portions of the deposit amount and the payment
       amount, and

   (b) the remittance by or on behalf of Foss LLC of any
       additional sums necessary to satisfy the CapitalSource
       indebtedness.

The payment will be deemed to fully satisfy the CapitalSource
Indebtedness, which is secured by a first-priority lien on the
assets.  Despite full satisfaction, CapitalSource will still
receive 506(c) surcharge under the Court's financing order.

On the Closing Date, Foss LLC will become liable to honor
CapitalSource's obligations to fund post-termination date expenses
to the extent set forth in the Financing Order, including items
presented in accordance with a wind-down budget.

Also, on the Closing Date, these three items will be paid in cash:

   (a) fees and expenses due and owing to Gordian Group, LLC,
       which will be paid immediately upon closing;

   (b) the amounts due and owing under the approved Key Employee
       Retention Plan;

   (c) budgeted and unpaid professional fees.

The Trustee will establish segregated accounts to hold the funds
for the KERP and professional fees, which will only be used to
satisfy the respective obligations for which those funds were
established.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D. N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP
represented the Debtor.  Beth E. Levine, Esq., at Pachlski, Stang,
Zieh, Young, Jones & Weintraub represents the Official Committee
of Unsecured Creditors.  The Court appointed Patrick J. O'Malley
as the Debtor's Chapter 11 Trustee and lawyers from Hanify & King,
Perkins, Smith & Cohen, LLP, and Mintz, Levin, Cohn, Ferris
represent the Chapter 11 Trustee.  When the Debtor filed for
protection from its creditors, it listed $49,846,456 in assets and
$53,419,673 in debts.


GENERAL MOTORS: S&P Holds Negative Watch on B Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services held all its ratings on General
Motors Corp. -- including the 'B' corporate credit rating and the
'B+' bank loan rating, but excluding the '1' recovery rating -- on
CreditWatch with negative implications, where they were placed
March 29, 2006.

The CreditWatch update follows GM's announcement that
approximately 35,000 hourly employees have agreed to participate
in GM's accelerated attrition program.  Although up to 5,000
Delphi Corp. employees can return to GM, GM seems poised to reach
its 2008 goal of reducing 30,000 manufacturing jobs about two
years early.  The program will reduce greatly the number of idled
employees currently in the long-term layoff pool known as the
"JOBS Bank."

GM expects to take a net after-tax charge in the second quarter of
about $3.8 billion, most of which is not expected to be cash.

The attrition program announcement bolsters GM's progress in
reducing labor costs as part of turning around its troubled North
American operations.

"Still, market share losses, and the need to execute on the other
cost-based aspects of the plan such as plant closings, remain
concerns," said Standard & Poor's credit analyst Robert Schulz.

The most pressing near-term issue is resolving several issues
concerning GM's exposure to Delphi, its former unit and an
important supplier.

"We expect GM's ratings to remain on CreditWatch for several more
months," Mr. Schulz continued, "because court hearings on Delphi's
motion to reject its labor contracts were adjourned until Aug. 11,
and hearings on Delphi's request to reject unprofitable supply
contracts with GM have also been postponed until the same date.
But, we expect negotiations between Delphi, the United Auto
Workers, and GM to continue."

Delphi has offered its employees an attrition program similar to
GM's, and preliminary acceptance rates seem strong.  A lower
Delphi headcount is likely to be an important factor toward
resolving GM's exposure to Delphi.

GM's pending secured bank deal is considered an incremental
positive for GM's liquidity, even prior to establishment of the
new bank facility.  Standard & Poor's believes GM's liquidity is
adequate to meet near-term funding requirements, including
payments to participants in the accelerated attrition program.


GE-RAY FABRICS: Gets Court Nod to Hire Davis Graber as Accountants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of Ge-Ray Fabrics, Inc., and its debtor-
affiliate Lustar Dyeing & Finishing, Inc., to employ Davis,
Graber, Plotzker & Ward, LLP, as their accountants

Davis Graber is expected to:

   a) prepare monthly operating statements; and

   b) provide ordinary course tax compliance and planning services
      in connection with annual or other periodic federal and
      state tax matters.

If requested by the Debtors, Davis Graber's services may include:

   a) assisting the Debtors in the analysis of whatever financial
      or other information may be required by the Court, the
      Debtor, the U.S. Trustee, or any other entity requiring that
      information; and

   b) conferring with the Debtors and their retained
      professionals, and providing other and further professional
      accounting services as may be required with respect to any
      aspect of this Chapter 11 case.

Andew W. Plotzker, a Davis Graber member, discloses that the
firm's professionals bill:

          Designation                    Hourly Rate
          -----------                    -----------
          Partners                       $325 - $395
          Senior Managers & Managers     $225 - $305
          Staff                          $135 - $205
          Para Professionals              $95 - $125

Mr. Plotzker assures the Court that his firm does not represent
any interest adverse to the Debtors.

Headquartered in Manhattan, Ge-Ray Fabrics, Inc. --
http://www.geray.com/-- supplies circular knitted fabrics to the
apparel industry.  The fabrics include cottons and synthetics,
with and without spandex, and range from basic jersey to high
fashion knits.  Lustar Dyeing & Finishing, Inc., its subsidiary,
is a dyeing & finishing processing plant for textile fabrics.  The
Debtors filed for chapter 11 on April 4, 2005, (Bankr. S.D.N.Y.
Case Nos. 05-12201 & 05-12207).  Avrom R. Vann, Esq., at Avrom R.
Vann, P.C., represents the Debtors in their restructuring efforts.
David A. Matthews, Esq., and David M. Groganm, Esq., at Shumaker,
Loop & Kendrick, LLP, represent the Official Committee of
Unsecured Creditors.  When they filed for bankruptcy, the
Debtors reported assets and debts totaling between $10 million
to $50 million.


HARTVILLE GROUP: Posts $2 Mil. Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
Hartville Group, Inc., filed its financial statements for the
quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $2,479,978 net loss on $1,336,632 of gross
revenues for the three months ended March 31, 2006, versus a
$2,093,903 net loss on $1,090,796 of gross revenues for the three
months ended March 31, 2005.

At March 31, 2006, the Company's balance sheet showed $7,191,820
in total assets and $3,821,686 in total liabilities resulting in a
stockholders' equity of $3,370,134.

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

               http://ResearchArchives.com/t/s?c73

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006,
BDO Seidman, LLP, raised substantial doubt about the ability of
Hartville Group, Inc., to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2004, and 2005.  The auditing firm pointed to
the company's recurring losses from operations, substantial
accumulated deficit, and impending due dates of some material
financial obligations.

                   About Hartville Corporation

Hartville Group, Inc. -- http://www.hartvillegroup.com/-- is a
holding company whose wholly owned subsidiaries include Hartville
Re Ltd. and Petsmarketing Insurance.com Agency, Inc.  Hartville is
a reinsurance company that is registered in the Cayman Islands,
British West Indies.  Hartville was formed to reinsure pet health
insurance that is being marketed by the Agency.  The Agency is
primarily a marketing/administration company concentrating on the
sale of its proprietary health insurance plans for domestic pets.
Its business plan calls for introducing its product effectively
and efficiently through a variety of distribution systems.  The
Company accepts applications, underwrites and issues policies.


HEALTH NET: Moody's Lifts Rating on Senior Unsecured Notes
----------------------------------------------------------
Moody's Investors Service upgraded the rating on Health Net,
Inc.'s  (NYSE:HNT) senior unsecured notes to Baa1 from Ba2
following an in-substance defeasance of the $400 million 8.375%
notes due in April 2011.  To effectuate the defeasance, Health Net
has purchased U.S. Treasury securities that will generate cash
flows sufficient to cover all remaining scheduled interest and
principal payments due under these obligations.  The Treasury
securities have been deposited into an account with U.S. Bank
National Association for the benefit of the registered holders of
the notes.

Moody's treats in-substance defeased bonds as secured obligations
whereby the bonds are eligible for a higher rating than the
company's theoretical long-term senior, unsecured rating.
However, the rating is not based solely on the quality of the
assets securing the notes since the treatment of the assets in the
event of a bankruptcy is not entirely certain.  In upgrading the
bonds to the Baa1 rating, Moody's considers both Health Net's debt
rating and the security provided by the assets securing the notes.

In a separate action, unrelated to the defeasance, Moody's changed
the outlook on Health Net's ratings to stable from negative and
assigned a Baa2 insurance financial strength rating to Health Net
of California, Inc., Health Net's largest operating subsidiary.

According to the rating agency, the change in outlook reflects the
improvement in Health Net's NAIC risk-based capital level, its
improved net margins during 2005 and into 2006, and, over the last
few months, some stability exhibited in its commercial membership.
Moody's noted that Health Net's consolidated RBC at company action
level has improved to 200% as of December 31, 2005 from 110% CAL
as of December 31, 2004.  As part of the company's action plan to
increase its RBC level, Health Net did not take dividends from its
regulated health subsidiaries during 2005.

A significant positive factor that results from the improved
capital level is Health Net's plan to resume the up-streaming of
dividends to the parent during 2006.

Offsetting these positive developments is Moody's concern with
commercial membership growth going forward.  Moody's stated that
the company has expressed an interest in growing Medicare
membership, with significant expansion in the program planned for
2006.  With the decline in commercial membership over the last two
years and the increased competitive environment in California,
Moody's has concerns with the Medicare/Medicaid segment becoming a
significant portion of Health Net's membership base, as there is
greater earnings volatility and uncertainty associated with the
government segments.

The Baa2 IFSR at HNCA reflects the company's size as the fifth
largest HMO in California with over $6 billion in annual premiums
and over 2 million members.  The company's RBC is considered
strong at 186% CAL as of December 31, 2005.  In addition, its net
margins have returned to its historic level of 2.5% to 3.5% after
resolving hospital contract issues that reduced earnings during
2004.  Offsetting these positives is HNCA's high percentage of
business in the Medicaid segment and the potential for increased
competitiveness in the California market.

Moody's stated that if annual net margins are consistently above
2.5%, commercial membership grows organically at an annual rate of
at least 2%, RBC is maintained at 175% or above, adjusted debt to
capital is reduced to 30%., and EBIT interest coverage increases
to at least 10 times, Health Net's ratings may be upgraded.
However, should annual net margins fall below 2%, net commercial
membership begins to decline again, RBC fall below 150% CAL,
increased debt levels raise the company's financial leverage to
the 35% level, or if Medicare/Medicaid membership exceeds 25% of
total membership, the ratings may be downgraded.

The last rating action for Health Net occurred on May 16, 2005
when Moody's downgraded the rating and changed the outlook to
negative.

This rating was assigned with a stable outlook:

Health Net of California, Inc.

   * insurance financial strength rating at Baa2.

This rating was upgraded and the outlook changed to stable:

Health Net, Inc.

   * senior unsecured debt rating to Baa1 from Ba2.

Health Net, based in Woodland Hills, California, reported total
revenues of $3.2 billion for the first three months of 2006.  As
of March 31, 2006, the company had total membership of
approximately 6.3 million and reported shareholder's equity of
$1.7 billion.

Moody's health insurance financial strength ratings are opinions
about the ability of life and health insurance companies to
punctually repay senior policyholder claims and obligations.
Because the IFSR is applied to operating life and health insurance
companies whose cash flows are regulated by the applicable state
insurance department, the IFSR is typically the highest rating
within a corporate group.


HEATING OIL: CCAA Court Confirms Joint Plan of Reorganization
-------------------------------------------------------------
Heating Oil Partners Income Fund (TSX: HIF.UN) reported that the
Ontario Superior Court of Justice Commercial List issued an order
on June 26, 2006, recognizing and implementing the order of the
U.S. Bankruptcy Court for the District of Connecticut, Bridgeport
Division, confirming the First Amended Joint Plan of
Reorganization, as amended, of Heating Oil Partners, L.P. and
Heating Oil Partners G.P., Inc. pursuant to Chapter 11 of the U.S.
Bankruptcy Code.  The CCAA Court also issued an order authorizing
HOP Holdings, Inc. 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.  The Company is
expected to emerge from Chapter 11 in the next several weeks.

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.


HEMOSOL CORP: Plan Sponsorship Agreement Amendment Clarified
------------------------------------------------------------
The removal of the condition precedent in the Sponsorship
Agreement that a new license agreement be entered into with
ProMetic Life Sciences Inc. prior to concluding a successful
restructuring of Hemosol Corp. (TSX: HML) under the Companies'
Creditors Arrangement Act and Business Corporations Act
(Ontario) as reported on June 26, 2006, relates only to the refund
of certain deposits paid by the purchaser under the Sponsorship
Agreement.  Hemosol confirmed that the restructuring remains
conditional upon, among other things, new arrangements being
entered into with ProMetic.

                          About Hemosol

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

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


HERCULES OFFSHORE: S&P Upgrades Corporate Credit Rating to B
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and senior secured rating on drilling and liftboat service
provider Hercules Offshore Inc. to 'B' from 'B-'.  The outlook is
stable.

Houston, Texas-based Hercules, a niche provider of shallow-water
drilling and liftboat services for the oil and natural gas
exploration and production industry in the U.S. Gulf of Mexico,
had about $95 million of debt outstanding as of March 31, 2006.

"The rating action incorporates the company's significantly
improved financial risk profile resulting from the use of its
equity offerings to reduce its debt levels and to prudently
finance recent liftboat acquisitions, combined with continued
favorable market fundamentals resulting in improved cash flow
generation during 2006," said Standard & Poor's credit analyst
Brian Janiak.

"Furthermore, the rating action incorporates the company's
improved liquidity position with full availability under its
recently upsized $75 million revolving credit facility due 2010
and with about $79 million of cash on hand as of March 31, 2006,"
said Mr. Janiak.

Nevertheless, the ratings on Hercules, which operates in the
highly competitive, cyclical, and volatile oil and gas contract
drilling industry, reflect its vulnerable business risk profile,
which stems from its small, lower-specification jack-ups (nine,
excluding the Jupiter rig) and liftboats (51) as well as its
geographic concentration in the shallow waters of the Gulf of
Mexico.

Slightly mitigating these weaknesses is the company's adequate
near-term liquidity to meet capital spending and debt service in
the current favorable market utilization and day-rate environment.

The stable outlook on Hercules reflects Standard & Poor's
expectation that the company will continue to benefit from near-
term market conditions, adhere to its conservative financial
policies, and maintain its adequate liquidity.


HERTZ CORP: Debt Financing Plans Prompt Moody's to Hold Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of The Hertz
Corporation, Corporate Family Rating at Ba3, and changed the
rating outlook to negative from stable.  The rating action follows
the 8K disclosure that Hertz's indirect parent company, Hertz
Global Holdings, Inc. received a commitment from a group of
financial institutions to provide or arrange debt financing for up
to $1 billion for the purpose of paying a dividend to Hertz
Holdings' stockholders -- primarily a private equity group
consisting of Clayton, Dubilier & Rice, Inc, The Carlyle Group,
and Merrill Lynch Global Private Equity.  Hertz's ratings include
corporate family -- Ba3, secured ABL and term loan -- Ba2; senior
unsecured -- B1; and subordinate -- B3.

The negative outlook recognizes a potentially more aggressive
financial strategy that is reflected in the willingness of Hertz's
owners to seek up to a $1 billion distribution only six months
after completing the buyout of Hertz.  The debt issued by Hertz
Holdings to fund any dividend would have to be serviced by the
receipt of dividends from Hertz and could be a source of pressure
on the operating subsidiary's financial position. Notwithstanding
the negative outlook, Moody's noted several factors that remain
supportive of Hertz's current rating level despite the possibility
that Hertz Holdings might pay a large dividend.

The company continues to maintain a leading competitive position
in the daily car rental business and with favorable trends in
earnings and cash flow since the buyout. Importantly, the debt
supporting the contemplated dividend would be at the holding
company level and would consequently be structurally subordinated
to the rated debt at Hertz.  In addition, the initially disclosed
terms of the holding company debt incorporate an important degree
of flexibility with respect to interest payments, and could
thereby moderate any negative impact on the credit quality and
financial metrics of Hertz.  These terms afford Hertz Holdings
various options to pay interest in kind and to defer interest
payments.

Moreover, requirements by Hertz Holdings to pay cash interest
would be limited by the degree to which upstream dividends are
available from Hertz. The terms of Hertz's credit facilities and
bonds limit its dividend paying ability.

Moody's also noted that the near-term outlook for the travel, car
rental and equipment rental sectors remain strong, and that this
could support operating performance and cash generation at Hertz
which is more robust than had been anticipated.

"The proposal to take a $1 billion distribution so soon after the
buyout is aggressive and warrants a negative outlook.  However,
Hertz is performing well and the structuring of the transaction
could moderate the negative impact on the company" said Bruce
Clark, a senior vice president with Moody's.

"If the ultimate dividend is sized to keep pace with any operating
improvement at Hertz, and if the ongoing financial strategy
underlying the payment of the dividend is managed to preserve the
company's credit profile near current levels, then any potential
pressure on the rating could be muted" said Clark.

The Hertz Corporation, headquartered in Park Ridge, New Jersey,
operates the largest general use car rental business in the world,
and one of the largest industrial, construction and material
handling rental businesses in North America.


HMEZZ LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: HMezz, LLC
        fka Prime Care Six, LLC
        c/o CT Corporation System
        251 East Ohio Street, Suite 1100
        Indianapolis, Indiana 46204

Bankruptcy Case No.: 06-03526

Type of Business: The Debtor previously filed for chapter 11
                  protection on March 20, 2006 (Bankr. M.D.
                  N.C. Case No. 06-10285).

Chapter 11 Petition Date: June 29, 2006

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  William J. Tucker & Associates, LLC
                  429 North Pennsylvania Street, Suite 400
                  Indianapolis, Indiana 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Genesis Rehabilitation           Trade Debt            $383,509
P.O. Box 7777
Philadelphia, PA 19175

Interlock Pharmacy               Trade Debt            $307,474
S. Ruscher
1600 River Center 2
100 East River Center Boulevard
Covington, KY 41011

Homeward Rehabilitation          Trade Debt            $222,250
P.O. Box 7777
Philadelphia, PA 19175

Communicare Health Services      Trade Debt            $135,838

Allen Foods, Inc.                Trade Debt            $108,558

McKesson Medical                 Trade Debt             $55,751

Bradley & Associates             Accounting Services    $42,612

Collector of Revenue             Real Property Tax      $35,740

Division of Medical Services     Trade Debt             $34,528

Rubin Bond Dubin Frankel         Trade Debt             $33,012

Davis Lynn & Moots               Accounting Services    $21,000

Wachovia Bank, N.A.              Trade Debt             $17,916

Direct Supply                    Trade Debt             $14,189

Laclede Gas                      Utility Services        $8,460

HP Products                      Trade Debt              $8,008

Biotech Laboratory, Inc.         Trade Debt              $5,903

Tech Electronics, Inc.           Trade Debt              $5,428

Gateway Services, Inc.           Trade Debt              $4,625

Husch & Eppenberger, LLC         Trade Debt              $4,028

Hard Warehouse Technologies      Trade Debt              $3,803


IMPART MEDIA: Posts $2.8 Million Net Loss in 2006 First Quarter
---------------------------------------------------------------
Impart Media Group, Inc. (OTCBB: IMMGe) filed its financial
statements for the first quarter ended, March 31, 2006, with the
Securities and Exchange Commission on June 22, 2006.

Revenues were $1,222,744 compared to $1,030,282 for the first
three months of 2005, an increase of 18.7% year over year.
Historically, revenues have primarily been derived from the sale
of hardware components and software products used in the Company's
proprietary digital signage networks and the fees received from
consulting, maintenance and other digital signage services.

However, the overall increase in revenues for the quarter ended
March 31, 2006, were primarily due to increased media services
revenues from the Company's acquisition of E&M Advertising nka
Impart Media Advertising in February 2006, and increased
subscription revenues from the June 2005 acquisition of Media
SideStreet Corporation.  This coincides with a shift in the
Company's long-term business strategy to a full-service digital
media offering with an advertising-based revenue model designed to
take advantage of the evolving out-of-home media sector.

The net loss for the quarter ended March 31, 2006 was $2,844,173
compared to a net loss of $182,402 in the same quarter of 2005.
The net losses were primarily attributable to an increase in
general expenses made in infrastructure investment and
administrative expenses related to the addition of personnel
needed to ramp up to support the growing demand for the Company's
services resulting from acquisitions of E&M Advertising, iPoint
Technologies, Inc., and Media SideStreet Corporation.

Legal and accounting costs were also significantly higher due to
the fees incurred in completing the public filings required in
connection with these acquisitions and additional financing
transactions.  The majority of these expenses were one-time and
non-cash charges for the period ended March 31, 2006.

"Our first quarter result have begun to reflect the new direction
that Impart is moving in and the efforts to revamp our
operations", Impart Chairman and CEO Joseph F. Martinez stated.

"Our goal is to position Impart as the undisputed leader in the
out-of-home digital advertising market and this required that we
develop the infrastructure and systems necessary to manage and
grow a publicly traded company," Martinez continued.

"We plan to hire an experienced chief financial officer who will
provide guidance and help us build a team that will enable our
company to establish procedures to ensure timely financial
reporting in the future.  Before we could bring on such an
individual we had significant work to get the company in the
proper reporting position.

"We expect the release of our second quarter results to be
completed in a timely manner, and look forward to releasing the
first full quarter of Impart Media Advertising DBA E&M Advertising
revenue and results from the introduction of our scalable and
unique IQ Box(TM) to the digital media network industry, which is
a key to our organic growth initiative for the Company," Martinez
stated.

                            Highlights

   * signing a contract with Dole Foods for Impart's new,
     patent-pending, iPoint(TM) interactive kiosks;

   * signing of a major airport contract with the Detroit
     Metropolitan Wayne County Airport for a deployment of an
     airport-wide series of iPoint(TM) kiosks;

   * purchasing the assets of Marlin Capital Partners II, LLC,
     dba InTransit Media, a privately-held advertising and
     marketing services company.  The asset purchase included the
     exclusive rights to provide digital signage and out-of-home
     digital advertising services for the PATHVision digital
     network.  The PATHVision system includes more than
     277 displays throughout 13 transit stations in New York City
     and New Jersey that provide advertisements and informational
     spots for travelers;

   * signing a marketing agreement with TransCore Media Group, the
     media sales organization of TransCore, a transportation
     services company with 1,800 employees and 80 locations.
     TransCore is now representing the full complement of services
     offered by the Impart Mobile Media division, which offers
     media solutions for fleet and truck side advertising;

   * acquiring the assets of New York City-based E&M Advertising,
     a branded direct response media agency.  E&M, now Impart
     Media Advertising, is fully integrated as an Impart
     subsidiary and in 2005 had revenues of approximately
     $5 million, which were derived from media placements of
     $39 million.  As measurability and accountability
     increasingly drive advertisers' media decisions and
     advertising campaigns increasingly include the use of digital
     media, the acquisition of E&M is a key strategy to position
     Impart Media Group as a leader in the rapidly growing
     out-of-home market sector with a major focus on the
     interactive portion of Impart's core business and its
     corollary to the direct response core business of E&M;

   * receiving gross proceeds of $4.5 million from the sale of its
     Series A Convertible Preferred Stock and related warrants to
     institutional investors.  Impart also announced a three-year
     non convertible revolving line of credit for up to $6 million
     from Laurus Master Fund, Ltd., and received an initial draw
     of $2 million less certain closing fees which is being used
     for ongoing working capital and expansion plans; and

   * announcing the Impart IQ Box(TM), an evolutionary new
     approach to deploying, managing, and delivering content to
     digital signage networks.  The fully integrated solution
     dramatically simplifies the deployment of digital signage
     networks and empowers users with the ability to manage a
     digital network from anywhere in the world.  In May the
     Company announced that New Jersey-based Vira Manufacturing,
     Inc., signed a contract to incorporate the IQ Box(TM) into
     their digital signage and interactive product offerings.
     The Company believes that enabling this type of control of
     over media environments will deliver significant recurring
     revenue streams.

Full-text copies of the Company's financial statements for the
first quarter ended, March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?c80

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Peterson Sullivan PLLC in Seattle, Washington, raised substantial
doubt about Impart Media Group, Inc., fka Limelight Media Group,
Inc.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations and substantial accumulated deficit.

Based in Seattle, Wash., Impart Media Group, Inc., fka Limelight
Media Group, Inc. (OTCBB: IMMG) -- http://www.Impartmedia.com/--  
designs, integrates, sells, and installs interactive digital
signage and media solutions to a variety of out-of-home
advertising and information venues.  The Company also sells time
slots on networks for the display of advertising and other media
content for delivery to the networked digital elements that the
Company manages and to non-networked, stand-alone displays, cell
phones and personal digital assistant.


IMPERIAL PETROLEUM: Files Amended Financial Statements
------------------------------------------------------
Imperial Petroleum, Inc., filed with the Securities and Exchange
Commission on June 26, 2006, its amended financial statements for:

   -- the year ended July 31, 2005;
   -- first quarter ended Oct. 31, 2005; and
   -- second quarter ended Jan. 31, 2006.

The Company's Statement of Operations showed:

                               For the period ended
                          Year        Quarter      Quarter
                        07/31/05      10/31/05     01/31/06
                      -----------   -----------   -----------
Revenue                $2,963,651    $1,045,188      $979,980

Net Income (Loss)     ($2,695,812)    ($287,987)  ($1,035,526)

The Company's Balance Sheet showed:

                               For the period ended
                          Year        Quarter      Quarter
                        07/31/05      10/31/05     01/31/06
                      -----------   -----------   -----------
Current Assets           $814,274    $1,053,450      $575,686

Total Assets          $17,082,279   $17,242,181   $17,174,261

Current Liabilities    $2,952,064    $2,599,192   $20,286,838

Total Liabilities     $19,281,041   $19,521,233   $20,526,847

Total Stockholders'
Equity (Deficit)      ($2,198,762)  ($2,279,052)  ($3,352,586)

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

   Year ended
   July 31, 2005          http://ResearchArchives.com/t/s?c87

   First quarter ended
   Oct. 31, 2005          http://ResearchArchives.com/t/s?c88

   Second quarter ended
   Jan. 31, 2006          http://ResearchArchives.com/t/s?c89

Based in Evansville, Indiana, Imperial Petroleum, Inc., is a
diversified energy, and mineral mining company.  The Company wants
to sell its mining assets.  At Jan. 31, 2006, the Company operated
134 oil and gas wells in Texas, New Mexico, Louisiana and
Mississippi and owned an interest in an additional approximately
280 wells operated by others.  Net daily production from the
Company's oil and gas properties averaged approximately 87 Bopd
and 711 Mcfpd during the quarter ended January 31, 2006.  The
Company acquired an additional 24 wells in Kentucky and will
become operators of each of these wells when its leasing and
bonding process is complete.  The Company's estimated net proven
oil and gas reserves as of July 31, 2005 were 799.1 MBO and 15,162
MMCFG. No proved reserves are included for the Kentucky
properties.  The Company is the operator of the Duke Gold Mine in
Utah, although no significant operations occurred during the
current quarter.


INFORMATION ARCHITECTS: Expand Credit Services with CDE Purchase
----------------------------------------------------------------
Information Architects has acquired the Council of Debt Education.
Through the acquisition of CDE, Information Architects solidifies
their commitment to enhancing the quality of life for consumers.

IA intends to utilize resources within CDE to expand their credit
processing services in order to offer new and existing customers
easier access to products and solutions.

The Council of Debt Education provides debt education and debt
settlement services that typically reduce credit card balances by
fifty percent or more.  CDE mediates the relationship between
creditors and debtors through negotiations that reduce credit card
balances as well as interests, late fees, and penalties.  With a
strong and successful track record the growth of CDE has been
steady at an average of 30% annually.

"With our Credit Card Processing Company, CDE provides a strategic
fit that allows Information Architects to further develop our pre-
paid debit card programs.  CDE will provide an immediate infusion
of Card Programs based on its strong client base.  The ability to
obtain a company that is cash flow positive as well as being a
strategic fit is a great opportunity for Information Architects,"
states Todd K. Morgan, CEO of Information Architects.

CDE's average client carries approximately 27,000 dollars of debt;
CDE fills a vital role in lifting the burden of debt placed on the
average American family.  Information Architects realize that
without the worry of debt, the availability of quality television,
entertainment and recreational venues, families will be able to
afford and create memories that will last a lifetime.

"This is great progress for Information Architects; CDE is an
acquisition that fits perfectly into our operational business plan
while strengthening our mission and commitment to the consumer. We
will be able to provide solutions in every area that is important
and necessary to consumers.  CDE will quickly provide a strong
revenue steam for Information Architects," added Jon Grinter,
President of Information Architects.

Additional information on The Council of Debt Education is
available at http://www.dumpdebt.com

                   About Information Architects

Headquartered in Ft. Lauderdale, Florida, Information Architects
Corporation (OTCBB: IACH) -- http://www.ia.com/-- provides
employment screening and background investigations software
application.

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

                         *     *     *

                      Gong Concern Doubt

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


INTEGRATED ELECTRICAL: Michael Caliel Succeeds C. Snyder as CEO
---------------------------------------------------------------
Michael J. Caliel will be the new president and chief executive
officer of Integrated Electrical Services, Inc.  He comes to
Integrated after a stint as president of Invensys Process Systems
unit.  Caliel will succeed C. Byron Snyder, who has served in that
position on an interim basis since agreeing to resign at the time
of the company's Chapter 11 filing in February.

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. (NASDAQ: IESC) -- http://www.ielectric.com/and
http://www.ies-co.com/--  is an electrical and communications
service provider with national roll-out capabilities across the
U.S.  Integrated Electrical Services offers seamless solutions and
project delivery of electrical and low-voltage services, including
communications, network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.
Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000.

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.


INTELSAT LTD: Chairman Conny Kullman to Leave Post on August 31
---------------------------------------------------------------
Intelsat, Ltd.'s Chairman, Conny Kullman, will resign from his
position as of the earlier of August 31, 2006, or the date that
each company elects a new Chairman of the Board, and from all
employment with Intelsat Holdings, Ltd., and Intelsat (Bermuda),
Ltd., as of August 31, 2006.

The restricted shares of Intelsat Holdings, Ltd. common stock
granted to Mr. Kullman that have not vested in accordance with
their terms on or prior to August 31, 2006, will be forfeited.
Mr. Kullman will continue to receive his base salary and certain
employee benefits through August 31, 2006, but will not be
eligible for an annual bonus during this period.  Mr. Kullman has
also agreed to waive his right to severance payments under the
Employment Agreement.  Instead, he will be entitled upon his
resignation to the payments and benefits.

On August 31, 2006, Intelsat will purchase the shares of Intelsat
Holdings, Ltd. common stock and the vested restricted shares of
Intelsat Holdings, Ltd. common stock held by Mr. Kullman (a total
of 60,343 shares) for the fair market value of the shares as of
the date of the completion of the merger contemplated by the
Merger Agreement among Intelsat (Bermuda), Ltd., Proton
Acquisition Corporation and PanAmSat Holding Corporation.

The purchase price will be paid to Mr. Kullman in six equal
installments on August 31, 2006, 2007, 2008, 2009, 2010 and 2011,
and such payments will be made pursuant to an unsecured promissory
note executed in favor of Mr. Kullman.  If private equity
investors cease to hold at least 40% of the equity interests of
Intelsat Holdings, Ltd., the purchase described above will be made
in full on the later of the first anniversary of the event and
January 28, 2008.

                         About Intelsat

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

                         *     *     *

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

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


INTERPOOL INC: Debt Reduction Prompts S&P to Affirms Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Interpool Inc., including its 'BB' corporate credit rating,
and removed the ratings from CreditWatch.  The ratings were
initially placed on CreditWatch with developing implications on
March 15, 2006; the CreditWatch status was revised to positive on
May 10, 2006.  The outlook is now positive.

"The rating affirmation is based on uncertainty regarding
sustainability of Interpool's recently improved balance sheet
after proceeds from the sale of assets were used to reduce debt,"
said Standard & Poor's credit analyst Betsy Snyder.  "While the
debt reduction is a positive credit development, the company may
face pressure as a publicly held equipment leasing company to
adopt a less conservative balance sheet."

The revised CreditWatch listing on May 10 reflected Interpool's
improved balance sheet after the March 29, 2006, sale of
approximately 74% of its dry marine cargo container fleet, with
proceeds used to repay $434 million of related debt.  Interpool
recorded a gain of approximately $61 million in connection with
the sale.  As a result, the company's debt to capital declined
to around 71% at March 31, 2006, (a lower-than-average level for
a transportation equipment lessor) from 81% at Dec. 31, 2005.
Interpool will continue to manage the fleet for the new buyers,
generating fee income for this service.

Interpool is the largest lessor of chassis in North America, with
a fleet of 227,000 chassis.  Chassis are wheeled frames attached
to cargo containers that, when combined, are equivalent to a
trailer that can be trucked to its destination.  Interpool's only
major competitor in this business is privately held Flexi-Van
Leasing Inc.  The chassis leasing business has tended to generate
strong and stable cash flow, even in periods of economic weakness.

If Interpool continues to maintain its strong financial profile
over the intermediate term, ratings could be raised.  If the
company were to adopt a less conservative balance sheet, resulting
in a weaker financial profile, the outlook could be revised to
stable.


ISLE OF CAPRI: Earns $15.1 Mil. in Fourth Quarter Ended April 30
----------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE), reported its financial
results for the fourth quarter and fiscal year ended April 30,
2006.

For the fourth quarter, the Company reported a 19.3% increase in
net revenues to $306.5 million compared to net revenues of
$257.0 million for the same quarter in fiscal 2005.

Net income for the fourth quarter of fiscal 2006 increased 338% to
$15.1 million compared to $3.5 million for the fourth quarter of
fiscal 2005.

Included in net income for the quarter ended April 30, 2006, are
pre-tax valuation charges of $13.3 million related to the
Company's international operations.

For the fiscal year 2006, the Company reported a 4.3% increase in
net revenues to $988.0 million compared to net revenues of
$947.6 million in fiscal 2005.  For the fiscal year 2006, the
Company reported a 5.5% increase in net income to $19.0 million
compared to $18.0 million for the fiscal year 2005.

The Company entered into an agreement to sell the assets of
Isle-Bossier City and Isle-Vicksburg and these are reflected as
discontinued operations fiscal 2006 and fiscal 2005.
For the fourth quarter of fiscal 2006, Isle-Bossier City and
Isle-Vicksburg had combined net revenues of $48.6 million compared
to combined net revenues of $42.7 million for the same quarter in
fiscal 2005.

For the fiscal year 2006 Isle-Bossier City and Isle-Vicksburg had
combined net revenues of $166.4 million compared to $164.0 million
in fiscal year 2005.

The Company expects this sale to close in the second quarter of
fiscal 2007, subject to regulatory and other customary closing
conditions.  Assuming this transaction closes, the Company expects
to record a pre-tax gain on the sale of between $14 million and
$18 million.

Colorado Grande-Cripple Creek assets are also reflected as
discontinued operations and sold effective April 24, 2005.

In April 2006, the Company's Board of Directors approved a plan to
exit its Our Lucaya operations.  Effective June 1, 2006, the
Company notified its landlord of the Company's decision to
terminate its lease and intent to cease operations by
June 1, 2007.

Isle-Our Lucaya had net revenues of $7.4 million and $9.4 million
for the fourth fiscal quarters ended April 30, 2006, and
April 24, 2005, respectively, and had net revenues of
$25.3 million and $23.3 million for the fiscal years ended
April 30, 2006, and April 24, 2005, respectively.

The Company will continue to report the results of its Our Lucaya
property as continuing operations until a probable sale of this
facility is reached or operations are ceased, at which time these
results will be reported as discontinued operations.

"I am pleased that our performance produced comparative quarter-
to-quarter growth.  This accomplishment, at the end of one of the
most challenging years in our Company's history, shows that our
business model continues to perform at a high level.  We believe
our portfolio diversity and our pipeline of development
opportunities puts Isle of Capri in an excellent position for
continued growth," Bernard Goldstein, chairman and chief executive
officer, said.

                      Highlights and Updates

   * The Company is proceeding with construction of a $140 million
     development project at Pompano Park in Florida.  The project
     includes 1,500 slot machines, 30 poker tables and four
     restaurants, as well as new horse racing amenities including
     a sports bar and wagering area overlooking the track.  The
     Company expects to open the racino early in calendar year
     2007.

   * In late May 2006, Isle-Biloxi completed the renovation of its
     existing atrium adding additional gaming space, bringing the
     casino resort to approximately 1,600 gaming positions,
     opening a new multi-story entry feature and bar, and
     connecting the parking garage with the atrium by a covered
     walkway.  The remaining 100 damaged hotel rooms became fully
     operational, bringing the hotel back to full capacity with
     728 rooms including 200 whirlpool suites.

   * On June 15, 2006, the Company announced that it received site
     and development approval from the Mississippi Gaming
     Commission in connection with its previously announced casino
     resort in west Harrison County, Mississippi, which is
     approximately 20 miles from the Mississippi/Louisiana state
     border along Interstate 10.  Preliminary plans call for the
     estimated $250 million to 300 million project to include a
     single level gaming facility with over 2,000 gaming
     positions, a 500-room hotel, five restaurants and a
     complement of additional resort amenities.  The project
     remains in the preliminary planning stages, and is subject to
     certain significant conditions, including but not limited to
     the receipt of all necessary licenses, approvals and permits.

   * In early June 2006, the Company opened its new 140-room
     hotel, including 20 suites, and an 800-seat entertainment
     venue at Isle-Boonville in Missouri.

   * The Company continues to deploy the IGT Advantage(TM) Casino
     System to replace the existing slot management systems at its
     properties in Missouri and Iowa. After implementation, these
     properties will feature the NexGen(TM) Interactive Display,
     supporting loyalty-building Bonusing(TM) tools, which will
     allow the Company to enhance its uniquely branded marketing
     programs.

   * Construction is underway at the Isle-Waterloo in Iowa with
     completion expected in the late spring of 2007.  The Company
     plans to spend approximately $134 million constructing a
     single-level casino with approximately 1,300 gaming
     positions, three of its signature restaurants, a 200-room
     hotel and 1,000 parking spaces.

   * The Company continues to construct a new 250-room hotel at
     the Isle-Bettendorf.  Included in the project are additional
     parking, a signature restaurant, and expansion of the
     existing buffet.  The cost of the project is expected to be
     approximately $45 million, with the new hotel scheduled to
     open in the summer of 2007.

   * The Company is moving forward with the relocation of its
     corporate headquarters to the St. Louis County municipality
     of Creve Coeur and expects to complete the transition by
     mid-summer 2006.  The Company will maintain a regional office
     in Biloxi, Mississippi.  The anticipated cost of this move is
     approximately $10 million, most of which will be recorded in
     fiscal 2007.

   * At Isle-Our Lucaya, in conjunction with the termination of
     its lease, the Company paid a $2.2 million fee to its
     landlord, which will be expensed in the first quarter of
     fiscal 2007.  Based on projected cash flows and government
     regulations, the Company had recorded an impairment charge of
     approximately $2.4 million and have accrued $1.2 million for
     severance payments in the fourth quarter of fiscal 2006.

"We have and will continue to refine our product mix and
invigorate the Isle brand, providing our customers the amenities
and experiences that they prefer.  Our focus on developing our
core properties, implementing technological advances, and improved
service initiatives continues to produce improved financial
results," Tim Hinkley, president and chief operating officer,
said.

Based in Biloxi, Miss., Isle of Capri Casinos, Inc. (Nasdaq: ISLE)
-- http://www.islecorp.com/-- a developer and owner of gaming and
entertainment facilities, operates 16 casinos in 14 locations.
The Company owns and operates riverboat and dockside casinos in
Biloxi, Vicksburg, Lula and Natchez, Miss.; Bossier City and Lake
Charles (two riverboats), La.; Bettendorf, Davenport and
Marquette, Iowa; and Kansas City and Boonville, Mo.  The Company
also owns a 57% interest in and operates land-based casinos in
Black Hawk (two casinos) and Cripple Creek, Colorado.  Isle of
Capri's international gaming interests include a casino that it
operates in Freeport, Grand Bahama, and a 2/3 ownership interest
in casinos in Dudley, Walsal and Wolverhampton, England.  The
company also owns and operates Pompano Park Harness Racing Track
in Pompano Beach, Fla.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Moody's Investors Service confirmed Isle of Capri, Inc.'s
Corporate family rating at Ba3; $400 million senior secured
revolver due 2010 at Ba2; $300 million senior secured term loan
due 2011 at Ba2; $500 million 7% senior subordinated debt due 2014
at B2; and $200 million 9% senior subordinated debt due 2012 at
B2.  Moody's assigned a negative ratings outlook.

As reported in the Troubled Company Reporter on Dec. 26, 2005,
Standard & Poor's Ratings Services affirmed its ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating.
At the same time, all ratings were removed from CreditWatch with
negative implications where they were placed on Sept. 1, 2005.
S&P said the outlook is negative.


JAMES DIGIANDOMENICO: Case Summary & 15 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: James S. DiGiandomenico
        130 South Street
        Northborough, Massachusetts 01532

Bankruptcy Case No.: 06-20257

Type of Business: The Debtor is the sole shareholder of Atlantic
                  Park, LLC.  Atlantic Park  filed for chapter 11
                  protection on May 22, 2006 (Bankr. D. Maine
                  Case No. 06-20198).

Chapter 11 Petition Date: June 28, 2006

Court: District of Maine (Portland)

Debtor's Counsel: Randy J. Creswell, Esq.
                  Perkins Thompson Hinckley & Keddy, P.A.
                  One Canal Plaza, P.O. Box 426
                  Portland, Maine 04112-0426
                  Tel: (207) 774-2635
                  Fax: (207) 871-8026

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
LBM Financial, LLC                                     $1,677,321
171 Lock Drive
Marlborough, MA 01752

Jay & Kay Hachigan                                       $564,174
c/o David J. Schlansky, Esq.
1762 Massachusetts Avenue
Boston, MA 02420

Wachusett Lumber & Building Supply                       $156,779
87 Main Street
Rutland, MA 01543-1327

Andre and Laura Mossiat                                  $100,000

A.I.M. Mutual Insurance Companies                         $31,465

Royal Barry Wills Associates                              $14,672

GMAC                               Bank Loan              $10,000

Highland Hardwoods                                         $6,893

Brookline Bank                     Bank Loan               $5,960

HFC                                                        $4,286

Bengal Construction, Inc.                                  $3,773

Town of Northborough                                         $696

Northborough Oil Company, Inc.                               $446

National Grid                                                $382

Charter Communications                                       $115


JERNBERG INDUSTRIES: Horwich Coleman OK'd as Trustee's Accountant
-----------------------------------------------------------------
The Honorable John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois in Chicago approved the retention of
Horwich Coleman Levin, LLC, as tax accountant for Richard J.
Mason, the Chapter 7 Trustee of JII Liquidating, Inc., fka
Jernberg Industries, Inc., JSI Liquidating, Inc., fka Jernberg
Sales, Inc., and IM Liquidating, LLC, fka Iron Mountain
Industries, LLC.

Horwich Coleman will:

   (a) prepare all necessary and appropriate forms to extend the
       time for filing the Debtors' tax returns (HCL has already
       completed this service and obtained all needed extensions);

   (b) prepare all of the Debtors' 2005 tax returns, including any
       related documents; and

   (c) prepare all K-1 or similar forms for the Debtors' equity
       holders.

Eugene B. Levin, a partner at Horwich Coleman Levin, LLC,
disclosed that the Firm has agreed to provide its services for a
$60,000 fixed fee, payable in three equal payments:

   (a) $20,000 -- upon the entry of the Bankruptcy Court's order
       authorizing the Firm's retention;

   (b) $20,000 -- 30 days after the initial payment; and

   (c) $20,000 -- upon the completion and delivery of all relevant
       documents to the Chapter 7 Trustee.

In the event that the Firm will provide any additional services to
the Chapter 7 Trustee, Horwich Coleman's professionals will bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners                        $250 - $280
      Managers                            $200
      Staff                            $90 - $150

Mr. Levin assures the Court that Horwich Coleman Levin, LLC, is
disinterested as that term is defined in Sections 101(14), 327(a)
and 327(c) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP, represented the Debtors.  When the
Debtors filed for chapter 11 protection, they estimated assets and
debts of $50 million to $100 million.  CM&D Management Services,
LLC's A. Jeffery Zappone served as the Debtors' Chief
Restructuring Officer.  The Bankruptcy Court converted the
Debtors' chapter 11 case to a chapter 7 liquidation proceeding on
Sept. 26, 2005.  Richard J. Mason is the Debtors' Chapter 7
Trustee.  Michael M. Schmahl, Esq., and Patricia K. Smoots, Esq.,
at McGuireWoods LLP represent the Chapter 7 Trustee.


LEVITZ HOME: Has Until July 31 to Decide on Woodbury Lease
----------------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates and
PLVTZ, LLC; and Lake Park 300 Crossways Park Drive, LLC, and CLK-
HP 300 Crossways Park Drive, LLC, agree to resolve the dispute
with respect the Debtors' Lease Decision Period for the lease of
the nonresidential property located in Woodbury, New York, that
serves as the Debtors' corporate headquarters.

As reported in the Troubled Company Reporter on June 12, 2006,
Lake Park 300 Crossways Park Drive LLC, and CLK-HP 300 Crossways
Park Drive LLC, lease to Levitz Furniture, LLC, approximately
45,000 square feet of a 100,000-square foot nonresidential
property located in Woodbury, New York.

Crossways had asserted that there was no compelling explanation
why an additional 120 days is needed to decide for the Woodbury
Lease while the requested extension for the other leases is
between 60 and 90 days.  Crossways asked the U.S. Bankruptcy Court
for the Southern District of New York to deny a 120-day extension
and suggested a shorter extension period.

Pursuant to a stipulation, the parties agree that:

    (a) The Lease Decision Deadline for the Woodbury Lease is
        extended through, and including, July 31, 2006, which
        time may not be further extended without Crossways'
        consent, and which consent Crossways may withhold for any
        reason;

    (b) If any written notice of PLVTZ's intent to designate the
        Woodbury Lease as a Purchased or Designated Lease, as
        defined in the Asset Purchase Agreement, is not provided
        to Crossways and its counsel by 6:00 p.m. on July 31,
        2006, the Woodbury Lease will be automatically deemed
        rejected;

    (c) If the Woodbury Lease is rejected, the Debtors and PLVTZ
        will, under any circumstances, be entitled to occupy the
        premises through and including, December 31, 2006,
        provided that the Debtors or PLVTZ will provide Crossways
        with 60 days' notice of intent to actually vacate the
        Premises;

    (d) Notwithstanding any rejection of the Woodbury Lease, the
        Debtors and PLVTZ will remain liable for all rent and
        other charges due through and including, December 31,
        2006, and all the rent and other charges will be allowed
        and paid as an administrative claim; and

    (e) Upon notice from the Debtors or PLVTZ of intent to reject
        the Woodbury Lease, Crossways may immediately commence
        effort to procure a new tenant for the Premises.

                        About Levitz Home

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LSP BATESVILLE: S&P Affirms B+ Rating on $326 Million Sr. Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
LSP Batesville Funding Corp.'s $150 million senior secured bonds
due 2014 and $176 million senior secured bonds due 2025 after a
review.

The project, a special-purpose entity, is an indirect, wholly
owned subsidiary of LSP Energy L.P., which was formed to develop,
design, build, finance, own, operate, and maintain an 837 MW,
natural-gas-fired, combined-cycle plant in Batesville,
Mississippi.  LSP Batesville Funding was established to co-issue
the bonds with LSP Energy.

"The rating reflects the project's credit risk, given the
purchased-power agreement with South Mississippi Electric Power
Association (SMEPA; not rated) and J. Aron & Co., a unit of The
Goldman Sachs Group Inc.," said Standard & Poor's credit analyst
Elif Acar.

"We've evaluated SMEPA's credit risk and concluded that it is
higher than the speculative-grade category," said Ms. Acar.
"However, the project's merchant exposure over the long term and
low debt-service coverage ratios in the short term limit the
project rating." [SMEPA is the offtaker of the project's capacity
and electricity from the plant's Unit 3 for one-third (279
MW nominally) of its total output pursuant to the PPA until 2016.]

The J. Aron PPA is for the remaining two-thirds (570 MW) of its
capacity and energy until June 2013.  Goldman Sachs provides a
guarantee of all obligations and liabilities of J. Aron under the
PPA.  The project relies on revenues from both PPAs to fully cover
debt service.

The 'B+' rating further reflects these risks:

   * If the tolling agreements are not extended, in the last 12
     years of the bonds' term the project will be exposed to price
     and volume risk in a fully competitive market for power.

   * The capacity overbuild in the U.S. Southeast, leading to low
     electricity market prices, is causing reduced dispatch and
     weak prospects for merchant revenues.

   * Lower energy revenues due to lower dispatch and higher
     operating and maintenance costs than originally expected
     cause lower-than-originally-projected debt-service coverage
     ratios.

   * Losses on the project's heat-rate tracking account have
     negatively affected cash flow.

   * The debt-service coverage ratio is projected to be around
     1.2x to 1.3x for the next four to five years.


These strengths somewhat mitigate these risks:

   * PPAs until June 2013 with J. Aron and until January 2016 with
     SMEPA provide cash flow that reduces the amount of debt at
     the end of the initial term of the PPAs to less than $180 per
     kilowatt.

   * Good location with direct transmission links to the systems
     of Entergy Corp. (BBB/Stable/--) and the Tennessee Valley
     Authority (TVA; AAA/Stable/--).

   * The Into Entergy and Into TVA market hubs are established
     indexes on the New York Mercantile Exchange and the Chicago
     Board of Trade, which are liquid electricity trading/exchange
     hubs in the U.S. for the wholesale market.

   * Direct access to three natural gas pipelines, ANR
     Pipeline Co. (B+/Stable/--), Tennessee Gas Pipeline Co.
     (B+/Stable/--), and Trunkline Gas Co. (not rated), and
     indirect access to one other pipeline system, Texas Gas
     Transmission LLC (BBB+/Negative/--), which should result in
     a diverse supply and competitive cost for fuel.

The stable outlook reflects the predictability of contracted
revenues over the next eight years.


MARSH SUPERMARKETS: Posts $27.9M Net Loss in 4th Qtr. Ended Apr. 1
------------------------------------------------------------------
Marsh Supermarkets, Inc. (Nasdaq: MARSA & MARSB), reports results
of operations for the 12 and 52 weeks ended April 1, 2006.

                    Fourth Quarter Performance

For the 12-week fourth quarter of fiscal 2006, which ended
April 1, 2006, total revenues were $377.5 million as compared to
$419.1 million for the 13-week fourth quarter of fiscal 2005.

Retail sales in comparable supermarkets and convenience stores for
the 2006-quarter were 3.8% below sales for the 2005 quarter.
Comparable store merchandise sales, which exclude gasoline sales,
decreased 5.6% from sales for the 2005 quarter.

The Company excludes gasoline sales from its analysis of
comparable store merchandise sales because retail gasoline prices
fluctuate widely and frequently, making analytical comparisons
difficult.

Continued high levels of competitive promotional activity and
competitors' new store openings continue to adversely affect
comparable store sales.

Net loss for the 2006 quarter was $27.9 million as compared to a
net loss of $1.4 million for the 2005 quarter.  Loss before income
taxes for the 2006-quarter was $40.2 million as compared to a loss
before income taxes of $2.3 million for the 2005 quarter.

The loss before income taxes for the 2006-quarter is primarily
attributable to charges recorded in the quarter for long-lived
asset impairment, restructuring, and goodwill impairment totaling
$30.7 million.

"These financial results reflect continuing competitive pressure,
as well as some difficult decisions that significantly impacted
the bottom line, but which also should enhance our ability to
improve future earnings," Don E. Marsh, Chairman and CEO said.

"Throughout the strategic alternatives review process, the Company
has gained significant insights into its business.  Although this
has been a challenging year, we are proud of what we've
accomplished in our 75 years.  Despite the realities of working in
an industry with low margins and high competition, we've grown our
business while focusing on bringing the best in service and
products to our customers."

At the quarter end, April 1, 2006, the Company had unused
borrowing capacity under its revolving credit facility of
$49.3 million, net of $11.2 million of outstanding letters of
credit.  Unused borrowing capacity increased to $59.6 million as
of June 23, 2006.

           Long-lived Asset Impairment & Restructuring

During the fourth quarter of fiscal 2006, the Company recorded
impairment charges totaling $2.2 million -- primarily related to
abandoned construction in progress assets and to write down real
estate held for sale to fair market value based on recent
appraisals.

These charges were in addition to the $12.8 million impairment
charge previously announced and recorded during the third quarter
of fiscal 2006 to reduce the carrying costs of buildings and
building improvements, and fixtures and equipment for nine
supermarkets and ten convenience stores.  Total long-lived asset
impairment charges for fiscal 2006 were $15.0 million.

During the fourth quarter of fiscal 2006, the Company closed two
supermarkets, six convenience stores and a restaurant; abandoned
its plans to further develop a new prototype restaurant; and
recorded other charges related to the abandonment of certain other
leased equipment.  Total charges related to these actions were
$8.4 million and included $5.3 million related to future lease
payments on real estate, net of expected future sublease payments;
$2.6 million related to future rentals of equipment; and $500,000
related to contract termination and other costs.

During the fourth quarter of fiscal 2006, the Company announced a
reduction in force of approximately 25 employees at its
headquarters, including four officers, and incurred severance and
other personnel related costs related to terminating employees at
the closed store locations discussed above.  The Company recorded
a charge for the personnel related costs of $7.0 million related
to these reductions in force.

                   2006 Fiscal Year Performance

Total revenues were $1,744.4 million for the 52-week 2006 fiscal
year compared to $1,747.4 million for the 53-week 2005 fiscal
year.

Retail sales in comparable supermarkets and convenience stores in
fiscal 2006 were 0.8% above last year.  Comparable store
merchandise sales in fiscal 2006, which exclude gasoline, declined
1.7% from last year.

Continued high levels of competitive promotional activity and
competitors' new store openings continue to adversely affect
comparable store sales.

Net loss for fiscal 2006 was $40.2 million as compared to net
income of $4.2 million last year.  Loss before income taxes in
fiscal 2006 was $57.9 million, as compared to income before income
taxes of $6.5 million last year.  The loss before income taxes for
the 2006 fiscal year was primarily attributable to charges
recorded for long-lived asset impairment, restructuring, and
goodwill impairment totaling $43.5 million.

                      MSH Supermarkets Merger

On May 2, 2006, the Company signed a definitive merger agreement
to be acquired by MSH Supermarkets Holding Corp., an affiliate of
Sun Capital Partners Group IV, Inc., pursuant to which all of the
shares of common stock of the Company would be converted to cash
at $11.125 per share, or approximately $88.7 million in total.
This event established a fair market price for the Company for
accounting purposes and resulted in the impairment of
$13.1 million of goodwill in the supermarket and McNamara
reporting units in the fourth quarter of fiscal 2006.

The Company has filed with the Securities and Exchange Commission
a preliminary proxy statement and will file with the SEC and mail
to its shareholders a definitive proxy statement in connection
with the proposed merger with MSH Supermarkets.

Investors are urged to carefully read the preliminary proxy
statement, the definitive proxy statement, and any other relevant
documents filed with the SEC when they become available, because
they will contain important information about the Company and the
proposed merger.

The definitive proxy statement may be obtained, without charge, by
directing a request to:

                   Secretary
                   Marsh Supermarkets, Inc.
                   9800 Crosspoint Boulevard
                   Indianapolis, IN 46256
                   Tel: (317) 594-2100

                   About Marsh Supermarkets, Inc.

Marsh Supermarkets, Inc. (Nasdaq: MARSA & MARSB) --
http://www.marsh.net/-- is a regional supermarket chain with
stores primarily in Indiana and western Ohio, operating 69
Marsh(R) supermarkets, 38 LoBill(R) Food stores, eight O'Malias(R)
Food Markets, 154 Village Pantry(R) convenience stores, and two
Arthur's Fresh Market(R) stores.  The Company also operates
Crystal Food Services(SM) which provides upscale catering,
cafeteria management, office coffee, coffee roasting, vending and
concessions, and Primo Banquet Catering and Conference Centers;
Floral Fashions(R), McNamara(R) Florist and Enflora(R) -- Flowers
for Business.

                         *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Moody's Investors Service placed the ratings of Marsh
Supermarkets, Inc., including the B3 Corporate Family Rating and
Caa2 rating of 8.875% Senior Subordinated Notes due 2007 on
review-direction uncertain.

As reported in the Troubled Company Reporter on April 25, 2006,
Standard & Poor's Ratings Services held its 'B-' corporate credit
and 'CCC' subordinated debt ratings on Marsh Supermarkets Inc. on
CreditWatch with developing implications.


MEDICAL CONNECTIONS: March 31 Balance Sheet Upside-Down by $1.1MM
-----------------------------------------------------------------
Medical Connections Holdings, Inc., filed its financial statements
for the quarter ended March 31, 2006, with the Securities and
Exchange Commission.

The Company reported a $810,324 net loss on $243,739 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,085,501
in total assets and $2,193,088 in total liabilities resulting in a
stockholders' deficit of $1,107,587.

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

               http://ResearchArchives.com/t/s?c77

                       Going Concern Doubt

Bagell, Josephs, Levine & Company LLC expressed substantial doubt
about Medical Connections's ability to continue as a going concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's operating losses and little recurring operating revenue.

                    About Medical Connections

Headquartered in Boca Raton, Florida, Medical Connections, Inc. --
http://www.medicalconnections.com/--is a pioneering medical
recruitment and staffing company, created in 2002 to satisfy the
increasing demands for qualified personnel in the healthcare
industry.  The company identifies, trains, and places medical
professionals from allied health, nurses and physicians to
pharmacists and medical scientists.  Medical Connections applies
established and innovative methods to meet the needs of its
clientele, capitalizing on the more than 20 years experience of
its key personnel.


MEDICALCV INC: Eapen Chacko Replaces Jack Jungbauer as CFO
----------------------------------------------------------
Eapen Chacko has agreed to join MedicalCV, Inc., effective June
21, 2006, as Vice President, Finance and Chief Financial Officer.
Mr. Chacko replaces John H. Jungbauer.

From September 2000 to May 2005, Mr. Chacko was Chief Financial
Officer of Possis Medical, Inc., a developer, marketer and
manufacturer of medical devices for the endovascular treatment
market.  Mr. Chacko was Vice President for Investor and Public
Relations, Corporate Communication at Possis from September 1999
to August 2000.  From 1995 to 1999, he was Director of Investor
Relations at Fingerhut Companies, a direct marketer and financial
services company.  Mr. Chacko is a director of Hawkins, Inc., a
company that formulates, blends and distributes bulk and specialty
chemicals.

Under his employment agreement with MedicalCV, Mr. Chacko will
receive an annual base salary of $200,000 and is eligible to
receive performance-based cash bonuses.

Headquartered in Inver Grove Heights, Minnesota, MedicalCV, Inc.
-- http://www.medicalcvinc.com/-- is a cardiothoracic surgery
device manufacturer.  Previously, its primary focus was on heart
valve disease.  It developed and marketed mechanical heart valves
known as the Omnicarbon 3000 and 4000.  In November 2004, after an
exhaustive evaluation of the business, MedicalCV decided to
explore options for exiting the mechanical valve business.  The
Company intends to direct its resources to the development and
introduction of products targeting treatment of atrial
fibrillation.

                      Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
MedicalCV Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the years ended
April 30, 2005 and 2004.  The auditing firm pointed to MedicalCV's
losses, negative cash flows from operations and difficulty in
obtaining additional funds to finance its working capital and
capital expenditure needs.


MERIDIAN AUTOMOTIVE: Has Until July 31 to File Chapter 11 Plan
--------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to further extend their exclusive periods to:

    (a) file a plan of reorganization through and including
        July 31, 2006; and

    (b) obtain acceptances of that plan through and including
        Sept. 30, 2006.

The Debtors delivered their Second Amended Joint Plan of
Reorganization and Disclosure Statement to the Bankruptcy Court on
June 23, 2006.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Has Until Nov. 1 to Remove Civil Actions
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended the period within which Meridian Automotive Systems,
Inc., and its debtor-affiliates may file notices of removal of
prepetition civil actions to Nov. 1, 2006.

As reported in the Troubled Company Reporter on June 12, 2006,
according to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, an extension will give the
Debtors more time to make fully informed decisions concerning
removal of each pending prepetition civil action and will assure
that the Debtors do not forfeit their rights under Section 1452
of the Judiciary and Judicial Procedures Code.

Mr. Brady told the Court that the rights of the Debtors'
adversaries will not be prejudiced by an extension because any
party to a prepetition action that is removed may seek to have
it remanded to the state court pursuant to Section 1452(b).

The Court also approved the Debtors' request without prejudice to:

    (a) any position the Debtors may take regarding whether
        Section 362 of the Bankruptcy Code applies to stay any
        civil action pending against them; and

    (b) the Debtors' right to seek further extensions.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


NATURADE INC: Symco Agrees to Decrease Note to $1 Million
---------------------------------------------------------
Naturade, Inc., Quincy Investments Corp., and Symbiotics, Inc. and
Symco Incorporated have entered into an Agreement amending the
terms of a Promissory Note dated July 22, 2005.

The amendment:

     -- decreased the principal amount of the Note from $1,492,360
        to $1,000,000;

     -- modified the payments on the Note from $20,000 per month
        in May 2006 with a balloon payment of $518,500 on June 1,
        2006, $10,000 per month from July 2006 to May 2007 with a
        balloon payment of $450,000 on June 1, 2007 and $5,000 per
        month from July 2007 to May 2008 with a balloon payment of
        $476,305 on June 1, 2008, to $33,000 per month in cash
        beginning June 15, 2006 for 30 consecutive months ending
        November 15, 2008;and

    -- Included an interest charge of 7% per annum on the unpaid
       principal balance beginning June 1, 2006 payable monthly in
       arrears.

In consideration for the amendment, the Company agreed to issue
Symco 500,000 shares of the Company's Common Stock and agreed to
authorize Series D Convertible Preferred Stock and issue Symco
6,000 shares of Series D by August 31, 2006.  The Series D will be
convertible into 200 shares of Common Stock for each share of
Series D, at the discretion of the holder.

A full text copy of the Amended and Restated Promissory Note is
available for free at http://researcharchives.com/t/s?c74

                        About Naturade Inc.

Naturade Inc. is a branded natural products marketing company
focused on growth through innovative, scientifically supported
products designed to nourish the health and well being of
consumers.  The Company primarily competes in the overall market
for natural, nutritional supplements.  Nutrition Business Journal,
a San Diego-based research publication that specializes in this
industry, reports that sales for the overall $58 billion
"Nutrition" industry were up 7% in 2004 versus 2003.  Naturade
primarily competes in the $19 billion segment defined by NBJ as
Supplements, which grew 3.8% in 2004.  In addition, the report
points out that sales of supplements were growing at similar rates
in both the mass market channel and health food and natural
product stores at approximately 3.5%.

At March 31, 2006, Naturade Inc.'s balance sheet showed total
assets of $11,839,862 and total liabilities of $14,106,365,
resulting in a $5,786,503 stockholders' deficit.


NCP MARKETING: Court Okays Spangenberg Shibley as Special Counsel
-----------------------------------------------------------------
N.C.P. Marketing Group, Inc., and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Nevada to employ Spangenberg, Shibley & Liber, LLP, as their
special litigation counsel.

                      The Blanks Litigation

Since 1997, the Debtor has operated as a seller of Tae Bo brand
exercise tapes and DVDs after it formed a relationship with Billy
Blanks, creator of the Tae Bo brand of exercise.  Pursuant to a
letter agreement dated August 31, 1999, the Debtor purchased
certain Tae Bo trademark rights from Mr. Blanks.  In early 2002,
the Debtor, Mr. Blanks, Gayle Blanks, and BG Star Productions Inc.
entered into settlement and license agreements, assigning the
Debtors' interest in the Tae Bo trademarks back to the Blanks
parties.

Pursuant to the agreements, the Debtor has the:

   -- exclusive right to produce and sell the tapes;

   -- exclusive right to use the trademarks to market the
      tapes; and

   -- ability to assign its rights in the trademarks uder
      the license agreement to a third party.

After the Debtors filed for chapter 11 protection on April 13,
2004, they decided to auction its trademark rights.  The Blanks
parties objected to the Debtors' motion to sell the rights since
under the license agreement, the Blanks parties did not grant the
Debtor the right to freely assign its trademark license to a third
party.  The Court subsequently order the Debtors not to sell the
rights.

The Debtors argue that the trademark transfer constitutes a
fraudulent transfer of the Debtors' interest in the Tae Bo
trademarks, because the Debtors failed to receive a reasonably
equivalent value for transferring its interest in the trademarks
back to the Blanks parties.

                 Spangenberg Shibley Retention

The Debtors tell the Court that Spangenberg Shibley is expected to
prosecute their claims in the Blanks Litigation, in any court or
venue, and to interact and coordinate with the Debtors' bankruptcy
counsel concerning the Blanks Litigation and any related actions.

The Debtors say that the Blanks Litigation is a very valuable
asset of its estates.  Essentially, unless the Debtors recover
either its rights in the Tae Bo trademarks or their equivalent
value, the Debtors will be unable to reorganize.  Therefore,
retaining the services of the Firm is essential to preserving the
value of the Blanks Litigation to the estates.

Peter H. Weinberger, Esq., a partner at Spangenberg Shibley, tells
the Court that the Firm's fees are contingent on the outcome of
the Blanks litigation, and will receive:

   a) one-third or 33% of the amount collected on any of the
      claims for which it has been retained, if the said claim is
      settled prior to the scheduled trial date; and

   b) two-fifths or 40% of the amount collected on any of the
      claims for which it has been retained, if the said claim is
      settled on or after the scheduled trial date or if the
      matter proceeds to trial.

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

Mr. Weinberger can be reached at:

            Peter H. Weinberger, Esq.
            Spangenberg, Shibley & Liber LLP
            2400 National City Center
            1900 East Ninth Street
            Cleveland, Ohio 44114
            Tel: (216) 696-3232
            Fax: (216) 696-3924
            http://www.spanglaw.com/

                    About N.C.P. Marketing

Headquartered in North West Canton, Ohio, N.C.P. Marketing Group,
Inc. is an infomercial producer and global marketer of the
platinum award-winning original Billy Blanks' Tae-Bo Video
Library.  The Debtor filed for chapter 11 protection on
April 13, 2004 (Bankr. Nev. Case No. 04-51071).  Jeffrey Baddeley,
Esq., at Spangenberg Shibley & Liber LLP and Jennifer A. Smith,
Esq., at Lionel Sawyer & Collins represent the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


NEPTUNE INDUSTRIES: March 31 Balance Sheet Upside-Down by $147K
---------------------------------------------------------------
Neptune Industries, Inc., filed its financial statements for the
quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $338,831 net loss on $124,918 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $978,397 in
total assets and $1,126,105 in total liabilities resulting in a
stockholders' deficit of $147,708.

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

               http://ResearchArchives.com/t/s?c76

                     Going Concern Doubt

Dohan and Company CPAs, PA, expressed substantial doubt about
Neptune Industries' ability to continue as a going concern after
it audited the Company's financial statements for the year ended
June 30, 2005.  The auditing firm pointed to the Company's
recurring losses from operations and recurring deficiencies in
working capital.

                   About Neptune Industries

Neptune Industries Inc. -- http://www.neptuneindustries.net/-- is
a public Florida corporation that engages in commercial fish
farming and related production and distribution activities in the
seafood and aquaculture industries.


NHON TAI VO: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Nhon Tai Vo
        502 Glade Boulevard
        Lafayette, Louisiana 70506

Bankruptcy Case No.: 06-50485

Chapter 11 Petition Date: June 28, 2006

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: William C. Vidrine, Esq.
                  Vidrine & Vidrine, PLLC
                  711 West Pinhook Road
                  Lafayette, Louisiana 70503
                  Tel: (337) 233-5195

Total Assets: $558,600

Total Debts:  $1,454,333

Debtor's 13 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Business Loan Center               Bank Loan             $451,863
1633 Broadway, 39th Floor
New York, NY 10019

Zionn Bank                         Bank Loan             $413,000
P.O. Box 25822
Salt Lake City, UT 84125-0822

HSBC NV                                                   $12,951
16430 North Scottsdale Road
Scottsdale, AZ 85254

Citi                                                      $12,130

CBUSASEARS                                                 $7,969

Bank of America                                            $6,624

Monogram Bank North America                                $4,960

Chase                                                      $3,674

Bank of America                                            $1,264

Valentine & Kebartas, Inc.                                 $1,113

Amex                                                         $421

Providian                                                    $403

Wash Mutual/Providian                                        $402


NORTEL NETWORKS: Outlines Biz Plan to Improve Operating Margins
---------------------------------------------------------------
In connection with its business transformation plan to increase
competitiveness by improving operating margins and overall
business performance, Nortel Networks Corp. reported:

   * significant changes to its North American pension programs;

   * a net reduction of approximately 1,100 positions globally;
     and

   * a series of new initiatives to create a world-class
     Operations organization.

The report is the latest in a series of actions Nortel is taking
to achieve a targeted operating-margin expansion in excess of
$1.5 billion in 2008.

"I am confident in the progress we are making in turning around
Nortel and recreating a great company," Mike Zafirovski, Nortel
president and CEO, said.  "In the past few months we've taken
important steps, some with near-term impact, and others with
longer-term benefits, toward transforming our operations to be
more efficient and customer-focused."

Key Company actions include:

   * Pension Plan: changes to control costs and align with
     industry-benchmarked companies.  These changes are expected
     to result in an estimated annual reduction of $100 million
     in pension expense starting in 2008 and savings of more than
     $400 million in cash by the year 2012.  This will reduce the
     Company's unfunded pension liability deficit by $400 million.

   * Global Operations: initiatives designed to create a world-
     class Operations organization to speed customer
     responsiveness and to instill process excellence while
     reducing costs.

   * Organizational Simplification: flatten the organization and
     shift to a culture marked by agility and accountability.

The latter two actions result in a reduction of 1,900 positions
globally and the creation of approximately 800 new positions in
Operations Centers of Excellence.  Total cost, both the charge
to the income statement and cash, for the Global Operations
restructuring and the organizational simplification, is estimated
to be $100 million over the next two years, of which $35 million
of the charge to the income statement is expected to be taken
in the second quarter of 2006.  The cash cost is expected to
be incurred equally over a two-year period.  Annual savings from
these actions is targeted to be $100 million in 2007 and
$175 million by 2008.

                      Pension Plan Changes

Beginning Jan. 1, 2008, Nortel will introduce key changes to the
current Nortel Capital Accumulation and Retirement Program in the
United States and Canada.  Employees currently in defined benefit
pension plans will be moved to defined contribution retirement
programs.  Employees already in defined contribution programs will
stay in defined contribution programs.  The defined contribution
programs will have a new formula, which is comprised of an
automatic employer contribution equal to two percent of employees'
eligible earnings.  In addition, Nortel will provide a 50% match
on employee contributions of up to 6% of eligible earnings, for a
total maximum five percent employer contribution.

Current post-retirement healthcare benefits will be eliminated for
employees who are not age 50 with five years of service on July 1,
2006.  All future retirees who do not meet this age and service
criteria will continue to have access to healthcare coverage at
their own cost through Nortel's preferred provider, given they
meet eligibility requirements when they retire.

These changes will not go into effect for 18 months.  Between now
and then employees will continue to earn benefits under the
current plans.  Also, employees will keep their rights to all
benefits already earned in their current plans.  Those benefits
will be available when they retire or leave Nortel.  The Company
will provide financial education and modeling assistance to help
employees through the transition.

Current retirees in both the U.S. and Canada will not see any
change to their pension income benefit.  Some retirees in the U.S.
will see a change in the cost-sharing formula for medical
benefits.

         Creating a World-Class Operations Organization

To realize the vision of a world-class Operations organization
that delivers high quality service at low cost to customers,
Nortel reports a number of actions designed to increase customer
responsiveness, as well as product and service reliability.  The
action plan to deliver these savings and transform Nortel's Global
Operations includes:

   * Operations Centers of Excellence: The creation of two new
     world-class Nortel Operations Centers of Excellence in Mexico
     and Turkey powered by state-of-the-art tools, Six Sigma
     processes and Nortel's own technology.  These locations were
     selected for a number of reasons including Nortel's
     established operations in these countries, a strong labor
     pool, cost competitiveness, and proximity to major customers
     based in these regions.  The long-term plan is to consolidate
     more than 100 sites globally into fewer operations centers of
     excellence focused on delivering engineering, product and
     technical support, order management, purchasing and data
     analysis, among other functions.  As Nortel consolidates
     these sites, the company will eliminate 1,200 Operations
     positions globally, in part through attrition.  Nortel
     expects to create 800 new Operations positions for these and
     other centers of excellence by 2008.

   * High-Touch Customer Centers: An increased focus on
     high-customer-interaction processes delivering strategic
     capabilities such as network design, project engineering,
     consulting and advisory work to support Nortel's new Services
     strategy.  These activities will be led out of major Nortel
     locations including Ottawa, Ontario; Richardson, Texas; and
     Research Triangle Park, North Carolina, as well as locations
     supporting Europe, the Middle East and Africa, Caribbean
     and Latin America and Asia Pacific.

   * Procurement Effectiveness: Driving process excellence through
     the implementation of three major initiatives:

     a) supplier life cycle management, which maps supplier
        capabilities including agility, volume and capacity to the
        different stages in a product's life cycle;

     b) smart, simple design or parts standardization; and

     c) Clean Sheet Analysis, a data-intensive best practice that
        enables Nortel to identify what a product, or component
        "should" cost and then use that data in supplier
        negotiations.

                  Organizational Simplification

In addition to the actions taken to create a world-class
Operations organization, Nortel will eliminate 350 middle
management positions throughout the company and through business
unit efficiencies 350 additional positions globally.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation --
http://www.nortel.com/-- is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating
of Nortel; assigned a B3 rating to the proposed $2 billion senior
note issue; downgraded the $200 million 6.875% Senior Notes due
2023 and revised the outlook to stable from negative.

Standard & Poor's Ratings Services removed its ratings on
Brampton, Ontario-based Nortel Networks Limited from CreditWatch
with negative implications, where they were placed March 10, 2006,
following a ratings review.

At the same time, Standard & Poor's affirmed its 'B-' long-term
and 'B-2' short-term corporate credit ratings on the company, and
assigned its 'B-' senior unsecured debt rating to the company's
proposed $2 billion notes.  The outlook is stable.


NORTHWEST AIRLINES: Employees Need Not File Proofs of Wage Claim
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates obtained from
the U.S. Bankruptcy Court for the Southern District of New York a
supplemental order clarifying that their present or former
salaried employees will not be required to file proofs of claim
for wages, salaries and benefits authorized to be paid under the
First Day Wage Order, unless the Debtors have provided written
notice to the subject employee that they do not intend to pay that
claim.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, says an identical provision with respect to the
Debtors' unionized employees was included in the Bar Date Order.
The Debtors sought to extend the provision to cover the Debtors'
salaried personnel as well.

In the event the Debtors provide written notice to the employee
stating that they do not intend to pay its claim, it should file
a proof of claim until the later of:

   -- the August 16, 2006 Bar Date; or

   -- 30 days from the written notice's date.

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NORTHWEST AIRLINES: Can Assume Worldspan Carrier Agreement
----------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to assume a participating carrier agreement,
as supplemented by the content agreement.

The Debtors also obtained the Court's permission to file the
Agreements under seal as a necessary measure to protect the
parties from disclosing confidential commercial information.

                          Worldspan PCA

As reported in the Troubled Company Reporter on June 9, 2006, in
February 1991, Northwest Airlines and Worldspan, L.P., entered
into a Participating Carrier Agreement, pursuant to which
Worldspan, through its global distribution system, distributed
Northwest's products.

Northwest Airlines and Worldspan have negotiated a Content
Agreement to supplement the PCA beginning August 1, 2006, for a
five-year term.

Northwest Airlines and Worldspan agree that in connection with
the assumption, Worldspan will have an allowed $15,635,000
general unsecured claim for the prepetition amounts due under the
PCA.

The parties agree that the allowance of Worldspan's prepetition
claim, together with the accommodations and financial
arrangements encompassed by the terms of the Content Agreement,
satisfy any "cure" obligations Northwest Airlines has to
Worldspan under Section 365.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, tells the Court that the PCA allows Northwest
Airlines to continue to have access to an important component of
Northwest Airlines' distribution process.

The Content Agreement provides for immediate savings in reduced
distribution costs, and further augments the benefits under the
PCA by providing for additional and enhanced Northwest Airlines
content to be made available to users of the Worldspan GDS.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NORTHWEST AIRLINES: Can Reject Flight Attendants' Labor Contracts
-----------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York granted, on June 29, 2006, Northwest
Airlines' motion to reject its contract with flight attendants,
represented by the Professional Flight Attendants Association.

The court stayed implementation of the order for 14 days so that
additional negotiations may take place.  If no agreement is
reached during that 14-day period, the company is authorized to
implement the terms of the tentative agreement that it reached
with the PFAA on March 1, which the flight attendants failed to
ratify.

"Northwest bargained in good faith with representatives of PFAA.
In March, we reached a consensual agreement with the union's
negotiating committee whom the flight attendants chose to
represent them," Mike Becker, senior vice president of human
resources and labor relations, said.  "The tentative agreement was
the result of extensive negotiations involving substantial
compromise on the part of Northwest Airlines and PFAA's own
negotiating committee."

Northwest reached agreements on permanent wage and benefit
reduction agreements with the Air Line Pilots Association, the
International Association of Machinists and Aerospace Workers,
Aircraft Technical Support Association, the Transport Workers
Union of America, and the Northwest Airlines Meteorologists
Association.  Two rounds of salaried and management employee pay
and benefit cuts have also been instituted and the needed aircraft
maintenance employee labor cost savings have been achieved.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.


ON SEMICONDUCTOR: Major Shareholder Adopts 10b5-1 Trading Plan
--------------------------------------------------------------
ON Semiconductor Corporation's largest shareholder, TPG Advisors
II Inc., has entered into a Rule 10b5-1 trading plan as part of
TPG's long-term strategy of reducing its holdings of ON
Semiconductor common stock in an orderly manner.  The plan has
been adopted in accordance with ON Semiconductor's trading
policies and the guidelines specified under Rule 10b5-1 under the
Securities Exchange Act of 1934.

Under the plan, TPG contemplates selling up to a total of
30 million shares of ON Semiconductor common stock during a
six-month period that begins July 31, 2006.  Up to 10 million
shares could be sold at prices of $6.00 or higher, up to 10
million additional shares at prices of $6.25 or higher and up to
10 million additional shares at prices of $6.50 or higher.

The shares covered by the 10b5-1 plan represent approximately 18%
of TPG's total holdings of ON Semiconductor common stock and
approximately 9% of the total stock outstanding.

Rule 10b5-1 allows corporate executives, directors and other
insiders to establish pre-arranged plans to sell a specified
number of shares of a company's stock at prices and in accordance
with a schedule established at the time the plan is adopted.

Sales made under TPG's Rule 10b5-1 plan will be disclosed publicly
through Form 4 filings with the Securities and Exchange Commission
and will be effected in accordance with Rule 144 under the
Securities Act of 1933, including the volume limitations of Rule
144(e).

ON Semiconductor Corp. (Nasdaq: ONNN) -- http://www.onsemi.com/--  
supplies power solutions to engineers, purchasing professionals,
distributors and contract manufacturers in the computer, cell
phone, portable devices, automotive and industrial markets.

At March. 31, 2006, the Company's equity deficit narrowed to
$249.7 million from $300.3 million at Dec. 31, 2005.


ORCAL GEOTHERMAL: Inadequate Info Cues Moody's to Withdraw Ratings
------------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 rating for the
senior secured notes of OrCal Geothermal Inc.  The rating has been
withdrawn because Moody's believes that it lacks adequate
information to maintain a rating.

Outlook Actions:

Issuer: OrCal Geothermal, Inc.

   * Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: OrCal Geothermal, Inc.

   * Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated Ba1

OrCal's operating subsidiaries produce electricity from geothermal
resources in California having a generating capacity of
approximately 76 megawatts.  OrCal is wholly-owned by Ormat
Nevada, a holding company and the operator of OrCal's geothermal
power projects.  Ormat Nevada is a wholly-owned subsidiary of
Ormat Technologies, Inc.


OVERSEAS SHIPHOLDING: Hires J.H. Cohn as Savings Plan Accountant
----------------------------------------------------------------
J.H. Cohn LLP has been appointed as the independent registered
public accounting firm for the OSG Ship Management, Inc., Savings
Plan for the year ended December 31, 2005.  J.H. Cohn replaces
Margolin, Winer & Evens LLP as the independent registered public
accounting firm for the Plan.  The decision to change independent
registered public accounting firms was approved by the Savings
Plan Committee that administers the Plan.

                            About OSG

Overseas Shipholding Group, Inc. (NYSE: OSG) --
http://www.osg.com/-- is a publicly traded tanker company with an
owned, operated and newbuild fleet of 113 vessels, aggregating
12.7 million dwt and 865,000 cbm.  The Company provides energy
transportation services for crude oil and petroleum products in
the U.S. and International Flag markets.  OSG has offices in New
York, Athens, London, Newcastle and Singapore.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on Overseas Shipholding and
removed all ratings from CreditWatch, where they were placed on
Dec. 14, 2004.  S&P's CreditWatch placement followed the Company's
announcement that it would acquire Stelmar Shipping Ltd.  Overseas
Shipholding completed its $1.3 billion acquisition of Stelmar on
Jan. 20, 2005.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Moody's Investors Service confirmed Overseas Shipholding's senior
unsecured and senior implied ratings at Ba1.  Moody's also changed
the rating outlook to negative from stable.  This completed
Moody's ratings review opened on Dec. 13, 2004, following the
announcement by the company of its acquisition of Stelmar Shipping
(not rated) for $1.36 billion.


PARKER DRILLING: Debt Reduction Prompts S&P's Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on oil and gas contract driller Parker Drilling Co.,
and revised its outlook on the company to positive from stable.

Houston, Texas-based Parker had total debt of about $390 million
as of March 31, 2006.

"The outlook revision incorporates the company's successful
completion of its $200 million debt reduction plans and continued
favorable market fundamentals resulting in a significantly
improved financial risk profile," said Standard & Poor's credit
analyst Brian Janiak.

The ratings on Parker reflect the company's high debt leverage and
participation in the highly competitive, cyclical, and volatile
oil and gas contract drilling industry in areas of high political
risk.  These weaknesses are slightly mitigated by a diversified
rig fleet and adequate near-term liquidity for capital spending
and debt service.

"The positive outlook on Parker incorporates the expectation that
current favorable market conditions will lead to continued
improving operating results and allow the company to meet its more
aggressive capital expenditure plans while improving its financial
risk profile," said Mr. Janiak.


PERFORMANCE HOME: March 31 Balance Sheet Upside-Down by $9.4 Mil.
-----------------------------------------------------------------
Performance Home Buyers, LLC, filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on June 26, 2006.

The Company reported a net loss of $777,039 on $1,025,758 of total
revenues for the three months ended March 31, 2006, compared to
$541,409 net loss on $1,385,406 of total revenues for the same
quarter last year.

At March 31, 2006, the Company's balance sheet showed $17,686,596
in total assets and $27,160,213 in total liabilities, resulting in
a $9,473,617 stockholders' deficit.

Full-text copies of the Company's first quarter financial
statements for the three months ended March 31, 2006, are
available for free at http://ResearchArchives.com/t/s?c8a

Performance Home Buyers, LLC, acquires, renovates and markets
existing residential properties for resale or lease in the Greater
Miami Valley Ohio region.


PHOTOWORKS INC: Set to Make First Interest Payment on $2.5MM Loan
-----------------------------------------------------------------
PhotoWorks, Inc., will commence payment, on June 30, 2006, of
quarterly interest due on its recently secured $2.5 million bridge
financing.

The company closed the financing on May 26, 2006, with the
issuance of convertible notes in the principal amount of
$2,500,000 as well as warrants to purchase 1,250,000 shares of
Common Stock.  The notes bear interest at 10% per annum.  The
principal and accrued interest is due and payable on March 29,
2011.  The warrants are exercisable immediately and expire on
March 29, 2011. The warrants have an exercise price of $.40 per
share.

If PhotoWorks completes an equity financing of at least $2 million
on or prior to September 30, 2007, the notes will automatically
convert into shares of the class of equity issued in the financing
at the same price.  In the event such an equity financing is not
completed by September 30, 2007, or in the event of a sale or
merger of Registrant to or into another company prior to September
30, 2007, the notes will be convertible into common stock at
$0.54 per share.

A full-text copy of the Convertible Note and Warrant Purchase
Agreement dated as of May 26, 2006, is available for free
at http://ResearchArchives.com/t/s?c79

PhotoWorks(R), Inc. (OTCBB:FOTO) -- http://www.photoworks.com/--  
is an online photography services company.  Every day,
photographers send film, memory cards and CDs, or go to the
Company's website to upload, organize and email their pictures,
order prints, and create Signature Photo Cards and Custom Photo

                      Going Concern Doubt

Williams & Webster, PS, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the financial statements for the year ending Sept. 30, 2005.  The
auditing firm pointed to the Company's net losses and cash flow
shortages.


PORTOLA PACKAGING: Settles Blackhawk's Patent Infringement Suit
---------------------------------------------------------------
Portola Packaging Inc. has signed an agreement with Blackhawk
Molding Co., Inc., to settle a patent infringement suit filed by
Blackhawk with the U.S. District Court for the Northern District
of Illinois, Eastern Division.

Blackhawk had alleged that a "single stick" label attached to the
Company's five-gallon caps causes the Company's caps to infringe a
patent held by it and is seeking damages.  The Company answered
the complaint denying all allegations and asserting that its
product does not infringe the Blackhawk patent and that the patent
was invalid.

The settlement agreement provides that the Company will pay
Blackhawk $4 million by June 30, 2006, and $500,000 per quarter
for four quarters thereafter and $250,000 per quarter for an
additional four quarters.  Portola says it has sufficient cash
flow from operations and ample lines of credit to make the
payments.

The Company has already switched to an alternative label for its
customers, which is not covered by the Blackhawk patent.

Portola Packaging Inc. -- http://www.portpack.com/-- is a leading
designer, manufacturer and marketer of tamper evident plastic
closures used in dairy, fruit juice, bottled water, sports drinks,
institutional food products and other non-carbonated beverage
products.  The Company also produces a wide variety of plastic
bottles for use in the dairy, water and juice industries,
including various high density bottles, as well as five-gallon
polycarbonate water bottles.  In addition, the Company designs,
manufactures and markets capping equipment for use in high speed
bottling, filling and packaging production lines.  The Company is
also engaged in the manufacture and sale of tooling and molds used
in the blow molding industry.

As of Feb. 28, 2006, Portola's balance sheet showed total assets
of $171,621,000 and total liabilities of $234,818,000, resulting
in a shareholders' deficit of $63,197,000.


POSITRON CORP: Ham Langston Resigns as Independent Auditor
----------------------------------------------------------
Ham, Langston & Brezina, LLP, has resigned as Positron
Corporation's certifying independent accountant.  The Company's
management says that during the two most recent fiscal years and
any subsequent interim period preceding the resignation of the Ham
Langston, there were no disagreements with the firm on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

As reported in the Troubled Company Reporter on May 16, 2006, Ham,
Langston & Brezina, L.L.P. expressed substantial doubt about
Positron Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended Dec. 31. 2005.  The auditing firm pointed to the Company's
recurring losses from operations and low inventory turnover.

Headquartered in Houston, Texas, Positron Corporation --
http://www.positron.com-- designs, manufactures, markets and
supports advanced medical imaging devices utilizing positron
emission tomography technology under the trade name POSICAM(TM)
systems.  POSICAM(TM) systems incorporate patented and proprietary
software and technology for the diagnosis and treatment of
patients in the areas of cardiology, oncology and neurology.
POSICAM(TM) systems are in use at leading medical facilities,
including the University of Texas -- Houston Health Science
Center; The Heart Center of Niagara in Niagara Falls, New York;
Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta; and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.


PREFERRED HEALTH: Moody's Rates Proposed $185 Million Loan at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 senior debt rating to the
proposed $185 million term loan of Preferred Health Management
Corporation.  The term loan is being issued under an amendment to
the existing credit facility of Aveta Inc.  The ratings of the co-
borrowers under the existing facility, MMM Holdings, Inc. and NAMM
Holdings, Inc. were both affirmed at B1.  The outlook on all the
ratings is stable.

According to Moody's, the proceeds of the bank loan will be used
by Aveta to fund the purchase of Preferred Medicare Choice, Inc.,
a licensed HMO operating in Puerto Rico and PHMC, an
administrative services company.  The new facility will be
guaranteed by Aveta on the same basis as the existing facility and
is considered to be pari passu with the existing term loans.   The
existing facility is secured with the pledge of the stock and
assets of Aveta, as well as the pledge of the stock of each of the
borrowers and their regulated subsidiaries and all assets of the
non-regulated entities.  The new loan, which matures on the same
date as the existing term loans, will have the same pledge.

According to Moody's, PHMC and PMC will become subsidiaries of
MMM, alongside MMM Healthcare which also operates in Puerto Rico.
MMM Healthcare and PMC are the two largest providers of Medicare
Advantage products in Puerto Rico, with 118,000 members and 61,000
members, respectively.  PMC offers its products in all 78
municipalities, with a stronger concentration in the western
portion of the island, compared to MMM Healthcare which is more
concentrated in the south and east.  Combined, they will service
approximately 75% of the Medicare Advantage enrolled population in
Puerto Rico.

Moody's B1 senior secured bank credit facility rating is based on
the consolidated results of MMM and NAMM and reflects the
companies' highly leveraged capital structure, including the large
amount of goodwill, the companies' short operating history,
dependence on the Medicare Advantage product and geographic
concentration in Puerto Rico, as well as the uncertainty which
surrounds the future financial prospects of the Medicare program.

Although the companies comply with the regulatory capital
requirements of each jurisdiction in which they operate, Moody's
believes that the targeted consolidated capital adequacy on an
NAIC risk-based capital basis is relatively weak at approximately
50% of company action level.  However, the rating agency noted
that the results for 2005 were solid with combined Medicare
membership growth in Puerto Rico exceeding 30% and operating
margins of approximately 10%.

The rating agency added that given the current Medicare
reimbursement rates for Puerto Rico and the combined marketing
potential of MMM Healthcare and PMC, similar results are expected
during 2006.

Moody's ratings are based on the expectation that there are no
changes in the methodology used by the Centers for Medicare
and Medicaid Services in determining the Medicare Advantage
reimbursement rates, that 100% of excess unregulated cash is used
for debt repayment, and the companies maintain a consolidated RBC
of at least 50% of company action level.  Moody's also expects
that there are no significant changes to the financial covenants
contained in the secured bank credit facility and all covenants
will be met or exceeded.

Moody's stated that the ratings could move up if NAIC RBC grows to
100% of company action level, debt to EBIT falls below 2 times,
EBIT interest coverage is at least 5 times, there is additional
product and geographic diversification, and there is successful
integration with PMC measured by net margins of at least 4% and
organic membership growth in Puerto Rico of at least 10%.
However, if there is a significant adverse change in Medicare
reimbursement levels, if NAIC RBC falls below 50% of company
action level, if debt to EBIT exceeds 5 times, if EBIT to interest
expense falls below 3.5 times, or if a significant portion of debt
is not retired each year, then Moody's said, the ratings could be
moved down.

MMM Healthcare offers Medicare Advantage products exclusively to
eligible participants in Puerto Rico.  Moody's notes that the
company currently enjoys being the market leader in providing
Medicare Advantage products in Puerto Rico and being reimbursed at
a very favorable rate from CMS, which determines the rates that
health benefit companies are paid to provide a Medicare Advantage
product.

As a result of these circumstances, Moody's stated, the company
has been able to record impressive growth and earnings margins
since it was established in 2001.  However, while CMS
reimbursement rates are in place for 2006, and rates for 2007 have
been announced, rates for subsequent years are susceptible to
unpredictable shifts in Medicare policy emanating from Washington.

NAMM is a medical management company that operates in California
and Illinois.  Its regulated operating subsidiary, PrimeCare
Medical Network, Inc., consists of 10 owned IPAs in Southern
California that contract with major health care benefit companies
on a capitated basis to provide medical care to commercial and
Medicare members.

This rating was assigned with a stable outlook:

   * Preferred Health Management Corporation -- senior secured
     debt rating at B1

These ratings were affirmed with a stable outlook:

   * MMM Holdings, Inc. -- senior secured debt rating at B1;
     corporate family rating at B1;

   * NAMM Holdings, Inc. -- senior secured debt rating at B1,

   * MMM Healthcare, Inc. -- insurance financial strength
     rating at Ba2;

   * PrimeCare Medical Network, Inc. -- insurance financial
     strength rating at Ba2.

Aveta, Inc. is headquartered in Fort Lee, NJ. As of December 31,
2005, Aveta reported stockholders' equity of $38 million and
approximately 130,500 Medicare members. For full year 2005,
pro-forma total revenues were $938 million.

Moody's health insurance financial strength ratings are opinions
about the ability of life and health insurance companies to
punctually repay senior policyholder claims and obligations.
Because IFSRs are applied to operating life and health insurance
companies, the cash flows of which are regulated by the applicable
state insurance department, the IFSR is typically the highest
rating within a corporate group.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


PROGRESS RAIL: Caterpillar Merger Cues Moody's to Hold Ratings
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Progress Rail
Services Holdings Corporation and its subsidiary PRSC Acqusition
Corp.; Corporate Family at B1.  The outlook is stable.  This
action concludes the review for upgrade initiated on May 17, 2006
and follows the completion of the acquisition of Progress Rail by
Caterpillar, Inc.

As part of the acquisition, Progress Rail has provided notices of
redemption to holders of the $200 million 7.75% senior unsecured
notes due 2012 issued by Progress Rail's subsidiary, PRSC
Acquisition Corp.  Accordingly, no rated debt of Progress Rail
will be outstanding upon completion of the redemptions.  Moody's
will withdraw all ratings of Progress Rail and PRSC Acquisition
Corp. upon the completion of the redemption of the Notes by the
end of July 2006.

Ratings confirmed and to be withdrawn:

Issuer: Progress Rail Services Holdings Corporation:

   * Corporate Family Rating: B1
   * Speculative Grade Liquidity Rating SGL-2

Issuer: PRSC Acquisition Corp.

   * Senior Unsecured: B2

Outlook Actions:

Issuer: Progress Rail Services Holdings Corporation:

   * Outlook changed to Stable from Rating Under Review

Issuer: PRSC Acquisition Corp.

   * Outlook changed to Stable from Rating Under Review

Progress Rail Services Holdings, headquartered in Albertville,
Alabama, provides outsourced maintenance and repair services and
products to the railroad industry in North America.

Caterpillar Inc., headquartered in Peoria, Illinois, is the
world's largest manufacturer of construction equipment.


SAGE RANCH: Steve Cote Wants Debtor's Chapter 11 Case Dismissed
---------------------------------------------------------------
Steven Cote, an equity interest holder of Sage Ranch Estates, LLC,
asks the U.S. Bankruptcy Court for the District of Nevada in Reno
to dismiss Sage Ranch Estates' chapter 11 case on the grounds that
the petition was filed in bad faith.

Mr. Cote argues that the bankruptcy case will impede and slow down
the Debtor's liquidation and add a layer of administrative expense
that is unnecessary and unjustified.

A hearing to consider Mr. Cote's request is scheduled on
July 19, 2006, at 2:00 p.m.

Sage Ranch Estates, Inc. and six of its affiliates filed for
chapter 11 protection on March 9, 2006 (Bankr. D. Nev. Case Nos.
06-50104 through 06-50112).  Based in Fernley, Nevada, the Company
is an affiliate of Sage View Estates, L.L.C., which owns and
develops Sage Valley Estates.  Sage Valley is a residential
community that encompasses 50 one-acre lots and 87 one-half acre
lots.  Sallie B. Armstrong, Esq. in Reno, Nevada represents the
Debtor.  John F.Murtha, Esq., serves as the Debtor's chapter 11
trustee.  Michael W. Keane, Esq., and John F. Keuscher, Esq., at
Woodburn & Wedge serve as attorneys to the Trustee.  Muckel
Anderson provides the Trustee with accounting services.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million to
$50 million.


SATELITES MEXICANOS: Financial Restructuring Accord Approved
------------------------------------------------------------
Secretaria de Comunicaciones y Transporte, the Mexican transport
and communications ministry, said in a statement that the
financial restructuring agreement reached by Satelites Mexicanos
S.A. de C.V. aka Satmex, the creditors and the shareholders in
March has received its approval.

Business News Americas reports that the restructuring proposal now
requires authorization from the local civil courts.  Satmex
expects the courts' decision in the next few days.

The presentation of the plan to a US bankruptcy court will then
follow, BNamericas relates.

The restructuring agreement, says BNamericas, would allow Satmex
to cut its $800 million debt by US$300 million, of which
$100 million is interest.  The company defaulted on $523 million
of its total debt.

BNamericas states that creditors of Satmex will acquire 80% of the
company while the Mexican government will hold 20%.  Much of the
foreign ownership, however, will be identified as "neutral
investment" and the government will have 55% of the voting rights.

According to BNamericas, the Mexican government negotiated with
the US creditors of Satmex to make sure that bankruptcy
proceedings would be held locally.

BNamericas says that Servicios Corporativos, a shareholder of
Satmex, owes the government at least US$188 million, and the
government doubted that this would be seen as a priority in US
courts.

Creditors, however, demanded that the US courts have the final
say, according to BNamericas.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V.
-- http://www.satmex.com/-- is the leading provider of fixed
satellite services in Mexico and is expanding its services to
become a leading provider of fixed satellite services throughout
Latin America.  Satmex provides transponder capacity to
customers for distribution of network and cable television
programming and on-site transmission of live news reports,
sporting events and other video feeds.  Satmex also provides
satellite transmission capacity to telecommunications service
providers for public telephone networks in Mexico and elsewhere
and to corporate customers for their private business networks
with data, voice and video applications, as well as satellite
internet services.  The Debtor is an affiliate of Loral Space &
Communications Ltd., which filed for chapter 11 protection on
July 15, 2003 (Bankr. S.D.N.Y. Case No. 03-41710).  Some holders
of prepetition debt securities filed an involuntary chapter 11
petition against the Debtor on May 25, 2005 (Bankr. S.D.N.Y.
Case No. 05-13862).  The Debtor, through Sergio Autrey Maza, the
Foreign Representative, Chief Executive Officer and Chairman of
the Board of Directors of Satmex filed an ancillary proceeding
on Aug. 4, 2005 (S.D.N.Y. Case No. 05-16103).

Matthew Scott Barr, Esq., Luc A. Despins, Esq., Paul D. Malek,
Esq., and Jeffrey K. Milton, Esq., at Milbank, Tweed, Hadley &
McCloy LLP represent the Debtor.  When the Debtor filed an
ancillary proceeding, it listed $900,000,000 in assets and
$688,000,000 in debts.


SECURECARE TECHNOLOGIES: Robert Woodrow Resigns as CEO
------------------------------------------------------
Robert Woodrow resigned as SecureCARE Technologies, Inc.'s
President, Chief Executive Officer, and member of the Board
of Directors due to personal reasons.  The Board accepted M
r. Woodrow's resignation on June 16, 2006.

The Company says there were no disagreements with Mr. Woodrow
which led to his resignation.  Neil Burley, SecureCARE's Chief
Financial Officer, was appointed interim President and Chief
Executive Officer.

Based in Austin, Texas, SecureCARE Technologies, Inc., fka
eClickMD, Inc., provides Internet-based document exchange and
e-signature solutions for the healthcare industry.  The Company's
SecureCARE.net application is a secure, HIPAA-ready (Health
Insurance Portability and Accountability Act) tracking and
reporting tool that streamlines operations.  The Company's
software is tailored to the needs of physicians, clinics, home
healthcare, hospice and durable medical equipment providers.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 1, 2006,
KBA Group LLP in Dallas, Texas, raised substantial doubt about
SecureCARE Technologies, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended Dec. 31, 2005, and 2004.  The
auditor pointed to the Company's recurring losses and negative
cash flows from operations.


SILICON GRAPHICS: Can Use Secured Noteholders' Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of Silicon Graphics, Inc., and its debtor-
affiliates to continue using of Cash Collateral of the holders of
the Senior Secured Notes.

The Debtors' right to use the Secured Noteholders' Cash
Collateral under commenced on June 26, 2006, and will expire on
"the occurrence of a Termination Event," Judge Lifland says.

In no event will the Debtors be authorized to use the Secured
Noteholders' Cash Collateral for any purposes or under any terms
other than those set forth in the Final DIP Order, the Budget, the
DIP Loans and DIP Loan Documents, or as may otherwise be approved
by the Court following notice and hearing as may be required,
Judge Lifland adds.

A full-text copy of Court-Approved Budget is available for free at
http://ResearchArchives.com/t/s?c6a

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


SILICON GRAPHICS: Committee Taps Winston & Strawn as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Silicon Graphics,
Inc., and its debtor-affiliates' chapter 11 cases, asks the United
States Bankruptcy Court for the Southern District of New York's
authority to retain Winston & Strawn LLP as its counsel, nunc pro
tunc to May 18, 2006.

According to Jaspaul Singh, co-chairperson of the Committee,
Winston & Strawn is well qualified to represent the Committee in
the Debtors' bankruptcy cases.

Winston & Strawn LLP has an extensive restructuring and insolvency
practice, and represents debtors, creditors, committees and other
parties-in-interest in cases under the Bankruptcy Code and in out-
of-court debt restructuring and workouts, Mr. Singh relates.  The
firm's restructuring and insolvency group currently has over 35
full or part-time members.

As Counsel to the Committee, Winston & Strawn will:

    a. provide legal advice to the Committee with respect to its
       duties and powers in the Chapter 11 cases;

    b. consult with the Committee and the Debtors concerning the
       administration of the bankruptcy proceedings;

    c. assist the Committee in:

       -- in its investigation of the acts, conduct, assets,
          liabilities, postpetition financing, and financial
          condition of the Debtors, operation of the Debtors'
          businesses, and the desirability of continuing or
          selling businesses and assets, and other matters related
          to the bankruptcy case or to the formulation of a plan;

       -- in the evaluation of claims against the estates,
          including analysis of and possible objections to the
          validity, priority, amount, subordination, or avoidance
          of claims and transfers of property on account of the
          claims;

       -- in participating in the formulation of a plan, including
          the Committee's communications with unsecured creditors
          concerning the plan and collecting of, and filing with
          the Court, acceptances or rejections of the plan; and

       -- with any effort to request the appointment of a trustee
          or examiner;

    d. advise and represent the Committee in connection with
       administrative and substantive matters arising in the
       Chapter 11 cases, including the obtaining of credit, the
       sale of assets, and the rejection or assumption of
       executory contracts and unexpired leases;

    e. appear before the Court, any other federal court, state
       court or appellate courts; and

    f. perform other legal services as may be required and which
       are in the interest of the unsecured creditors.

Winston & Strawn will be paid on its current hourly rates and will
be reimbursed for necessary expenses.  The firm's customary hourly
rates, subject to periodic adjustment, are:

          Partners                    $360 to $765
          Associates                  $225 to $470
          Legal Assistants            $105 to $230

David Neier, a partner at Winston & Strawn, assures the Court that
his firm has no connection with, and holds no interest adverse to,
the Debtors, their creditors, or any other party-in-interest.
Winston & Strawn 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. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: KPMG Replaces Ernst & Young as Auditor
--------------------------------------------------------
Silicon Graphics, Inc., dismissed Ernst & Young as its independent
registered public accounting firm on June 19, 2006.  The Company's
Audit Committee made the decision to change independent
accountants and that decision was approved, ratified and adopted
by the Company's Board of Directors.  The Company says the change
in independent registered public accounting firms is not the
result of any disagreement with Ernst & Young.  Silicon Graphics
subsequently engaged KPMG LLP as its new independent registered
public accounting firm.

                       About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.


SILK SCREEN: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Silk Screen Depot Inc.
        dba Two Thumbs Screen Print
        1766 East 46th Street
        Los Angeles, California 90058

Bankruptcy Case No.: 06-12825

Chapter 11 Petition Date: June 28, 2006

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Steven R. Fox, Esq.
                  17835 Ventura Boulevard, Suite 306
                  Encino, California 91316
                  Tel: (818) 774-3545
                  Fax: (818) 774-3707

Total Assets: $390,151

Total Debts:  $1,350,273

Debtor's 16 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
California Bank & Trust           Loan                   $106,210
2399 Gateway Oaks Drive
Suite 110
Sacramento, CA 95833

Bank of America                   Loan                   $100,841
P.O. Box 60060
City of Industry, CA 91716-0069

Joseph Tartakovsky                Loans                  $100,000
10205 Louise Avenue
Northridge, CA 91325

AIG                               Workers'                $40,000
                                  Compensation

Wells Fargo Business Card                                 $37,117

Nazdar                            Vendor                  $24,186

Cisco, Inc.                       Collector for AIG       $21,312

Best                              Vendor                  $11,631

Rheetech Sales & Services         Vendor                   $9,995

Fashion Syndicate                 Vendor                   $5,887

TM Takata & Marzalek, Inc.        Vendor                   $5,540

Zimmerman, Walker and             Landlord's Attorney        $949
Monitz LLP

Shell Credit Card Processing      Gas Card                   $903

Texaco                            Gas Card                   $204

U.S. Bank                         For Listing Purposes    Unknown

Wells Fargo Financial Leasing     Schenk Typ-VC4          Unknown
                                  Printing Machine


STRATUS SERVICES: Insurance Fund Demands $2.3 Million Payment
-------------------------------------------------------------
Stratus Services Group, Inc., disclosed that it continues to
receive increasing pressure from creditors on old debt.  In June
2006, the California State Compensation Insurance Fund instituted
an action to collect $2.3 million of payments allegedly owed by
the Company with respect to workers' compensation insurance, and
Liberty Mutual Insurance Company filed suit seeking $250,000
allegedly owed for workers' compensation insurance.

The Company's resources are limited to work out satisfactory
settlements with all of its creditors.  Stratus has negotiated or
is in the process of re-negotiating a certain portion of its debt
to remain solvent.  Joseph J. Raymond, CEO commented, "at this
point, we continue to battle past creditor and debt issues, which
ultimately could eventually force us into a strategic bankruptcy
filing down the road.  However, if our creditors can realistically
assess our current assets, they will realize that staying the
course with the Company makes most sense for all parties involved.
As previously disclosed, the Company has had a working capital
deficiency for quite some time, and most of our current issues
relate to our old business model. Creditors need to allow the
Company a chance to flourish again, which will in turn strengthen
their assets."

Stratus also reports that some of its negotiations with other
creditor parties have been positive in nature, although no other
restructuring of magnitude can be reported at this time.

Pinnacle Investment Partners, Inc., a private equity hedge fund is
one such party with whom Stratus is currently in default.  Fund
Manager, Christopher Janish commented, "we remain extremely
concerned with the debt levels of Stratus at this point, however,
we are equally pleased with the commitment that management has
made in order to right the ship for both Stratus' creditors and
equity investors.  The current business model eliminates major
risk of operations losses, which should lead to sustained
operational profitability within its continued operations.
Additionally, we believe the IT market is a high growth area, and
Stratus is well positioned for a rebound via that space, provided
that the Company's creditors stay the course.  We remain committed
to working hand and hand with Stratus in order to bring value to
Stratus' shareholders."

Headquartered in Manalapan, New Jersey, Stratus Services Group
Inc. (OTCBB: SSVG.OB) -- http://www.stratusservices.com/--  
provides a wide range of staffing and productivity consulting
services nationally through a network of offices located
throughout the United States.

                      Going Concern Doubt

E. Randall Gruber, CPA, PC, expressed substantial doubt about
Stratus Services' ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Sept. 30, 2005.  The auditing firm pointed to the Company's
recurring losses from operations, and has working capital deficit
of $12.0 million at Sept. 30, 2005.


SUNCOM WIRELESS: Eric Haskell Continues Stint as CFO
----------------------------------------------------
Eric Haskell has agreed to serve as the Executive Vice President
and Chief Financial Officer of SunCom Wireless Holdings Inc. and
its subsidiaries until February 3, 2007.

Prior to his permanent appointment, Mr. Haskell had served as
SunCom's interim Executive Vice President and Chief Financial
Officer since December 20, 2005.  Mr. Haskell currently also
serves as a director of SunCom and as its interim Chief Executive
Officer while SunCom's Chief Executive Officer and Chairman,
Michael E. Kalogris, recovers from injuries sustained in an
automobile accident.

If Mr. Haskell's employment agreement is not terminated on or
before February 3, 2007, the employment agreement will be
automatically extended for successive 60 day periods unless either
party elects to terminate the agreement by giving 60 days' prior
notice.

Under his employment agreement, Mr. Haskell will receive an annual
base salary of $285,000 and is eligible to receive an annual
performance-based bonus equal to his base salary multiplied by the
percentage of the goals associated with that year's bonus
achieved during that year.  The bonus amount will be prorated
based upon the portion of the calendar year Mr. Haskell is
employed.

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc. --
http://www.suncom.com/-- fka Triton PCS, Inc., is licensed to
provide digital wireless communications services in the
southeastern United States, Puerto Rico and the U.S. Virgin
Islands.  As of Dec. 31, 2005, the network covers approximately
14.8 million potential customers in North Carolina, South
Carolina, Tennessee and Georgia and 4.1 million potential
customers in Puerto Rico and the U.S. Virgin Islands.

At March 31, 2006, the company's stockholders' deficit widened to
$228,312,000 from an $83,266,000 deficit at Dec. 31, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Standard & Poor's Ratings Services held its ratings on Berwyn,
Pennsylvania-based SunCom Wireless Holdings Inc. and its operating
subsidiaries, including the 'CCC+' corporate credit rating, on
CreditWatch, where they were placed with negative implications on
Jan. 23, 2006.

The 'B-' bank loan rating for Suncom Wireless Inc. remained on
CreditWatch with negative implications, but the bank loan recovery
rating of '1' is not on CreditWatch, indicating high expectations
for full (100%) recovery of principal in the event of bankruptcy
or payment default.


SYNOVICS PHARMA: Posts $2.2 Mil. Net Loss in Quarter Ended Apr. 30
------------------------------------------------------------------
Synovics Pharmaceuticals, Inc., fka Bionutrics, Inc., filed its
second fiscal quarter financial statements for the three months
ended April 30, 2006, with the Securities and Exchange Commission
on June 21, 2006.

The Company reported $2,252,624 net loss on $475 of revenues for
the three months ended April 30, 2006, compared to $263,792 net
loss on $2,107 of revenues for the same period last year.

At April 30, 2006, the Company's balance sheet showed $18,593,503
in total assets, $8,170,113 in total liabilities, and $10,423,390
in total stockholders' equity.

The Company's April 30 balance sheet also showed strained
liquidity with $1,270,151 in total current assets available to pay
$6,003,639 in total current liabilities coming due within the next
12 months.

                   Metformin Licensing Agreement

On May 17, 2006, the Company had obtained ownership of an
Abbreviated New Drug Application filed with the United States Food
and Drug Administration for an Extended Release 500mg dosage of
Metformin as part of an ANDA transfer and licensing agreement with
Nostrum Pharmaceuticals, Inc.

Nostrum will cooperate with the Company in all phases of the work
to be performed under the licensing agreement, including,
necessary studies, validations, and tests related to Metformin.
Until the Company has received ANDA approval for the product,
Nostrum is to make the Nostrum personnel directly involved with
Metformin available to advise and consult about its development
and manufacture.

Nostrum also agrees that its President will be personally
available to consult and advise during all aspects of the
development of the ANDA for Metformin.  The Company is to
reimburse Nostrum for its reasonable out-of-pocket expenses
incurred in performance of the obligations set forth in Section
3.1(c) Metformin Licensing Agreement.

In May 2006, in partial consideration for granting the license,
the Company paid $150,000 to Nostrum.  The Company has agreed to
make milestone payments in further consideration for the license
granted, and these payments will be made within 30 days of
achieving each milestone:

    (i) $150,000 upon the receipt of approval for ANDA 76-756; and

   (ii) royalty payments of 20% of net sales up to a maximum of
        $1,500,000

                 Kirk Pharmaceuticals Acquisition

In May 2006, the Company consummated its acquisition of Kirk
Pharmaceuticals, LLC, and its subsidiary for $12,000,000.  The
Company paid $9,000,000 in cash on the closing date and a
$3,000,000 promissory note.

The Kirk Acquisition Note constitutes a general unsecured
obligation of the Company.

Immediately prior to the closing of the acquisition of Kirk,
the Company  consummated two financings to satisfy the Cash
Purchase Price and its working capital requirements:

    (i) a credit facility with Bank of India, New York Branch; and

   (ii) the sale of the Company's 1,500,000 shares of common
        stock, par value $0.001 per share, to Maneesh, an
        India-based accredited investor.

The Bank of India Financing is a senior secured loan for
$10,500,000.  Of the loan, $5,250,000 will be used for working
capital purposes.

In the Working Capital Loan, the Company is entitled to borrow an
amount equal to 70% of the value of fully paid inventory, accounts
receivable, and cash maintained at the Bank of India, or
$5,250,000, which ever is less.

The Bank of India Loan accrues interest at the prime rate of
interest as determined by the bank plus 1.0%.  In the event of any
default, the interest rate will increase to the prime rate of
interest as determined by bank plus 3.0%.  Interest is payable
monthly.  The Principal will be paid with increasing payments over
time through Dec. 31, 2010.

Payments will be subject to a fee equal to 1.0% of the amount paid
for each year or a portion of the remaining balance between the
date of payment and Dec. 31, 2010.

The obligations of the Company to the Bank of India Financing have
been guaranteed jointly and severally by its subsidiaries.  The
Bank of India has a first priority security interest in the
subsidiaries' assets.

An officer of the Company has also guaranteed the obligations to
the Bank of India.

                        Maneesh Investment

The Company also consummated the sale of 1,500,000 shares of its
common stock to Maneesh for $4.00 per share, for a total of
$6,000,000.

The Company agreed to pay $525,000 broker fees for services
provided in the Bank of India financing, and $180,000 in cash for
the Maneesh Investment.

In addition, the Company has agreed to issue 300,000 warrants with
an exercise price of $6.00 and term of three years for
Introduction Services relative to the Maneesh Investment, as well
as $180,000 in cash plus 45,000 warrants as a finder's fee for the
Maneesh Investment.

Full-text copies of the Company's second fiscal quarter financial
statements for the three months ended April 30, 2006, are
available for free at http://ResearchArchives.com/t/s?c7e

                       Going Concern Doubt

Miller Ellin & Company, LLP, in New York, raised substantial doubt
about Bionutrics, Inc., nka Synovics Pharmaceuticals, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Oct. 31, 2005, and 2004.  The auditor pointed to the Company's
significant losses and negative cash flows.

Based in Phoenix, Ariz., Synovics Pharmaceuticals, Inc., fka
Bionutrics, Inc., develops, makes and sells oral controlled-
release drug formulations using proprietary drug formulation and
delivery technologies.


TELOS CORP: March 31 Balance Sheet Upside-Down by $105.2 Million
----------------------------------------------------------------
Telos Corporation filed its first quarter financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on June 22, 2006.

The Company reported $8,119,000 net loss on $25,174,000 of total
revenues for the three months ended March 31, 2006, compared to
$629,000 net loss on $35,012,000 of total revenues for the same
period last year.

At March 31, 2006, the Company's balance sheet showed $35,555,000
in total assets and $140,775,000 in total liabilities, resulting
in a $105,220,000 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $24,937,000 in total current assets available to pay
$38,042,000 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's first quarter financial
statements for the three months ended March 31, 2006, are
available for free at http://ResearchArchives.com/t/s?c82

Telos Corporation is a systems integration and services company
addressing the information technology needs of U.S. Government
customers worldwide.  The Company also owns all of the issued and
outstanding share capital of Xacta Corporation, a subsidiary that
develops, markets and sells U.S. Government-validated secure
enterprise solutions to federal, state and local government
agencies and to financial institutions.


THERMADYNE HOLDINGS: May Release Restated Financials on July 14
---------------------------------------------------------------
Thermadyne Holdings Corporation (Pink Sheets: THMD) will restate
its previously issued financial statements for the year ended
Dec. 31, 2004, and the first three quarters of 2005.

The Company will also delay filing its annual report on Form 10-K
for the 12 months ended Dec. 31, 2005 and quarterly report on
Form 10-Q for the three months ended March 31, 2006.

The Company was required to reclassify certain non-core businesses
that had been sold as discontinued operations in prior year
consolidated financial results.

The Company further reported that it was analyzing whether certain
of its subsidiaries have been accurately applying U.S. GAAP to the
accounting for foreign currency translations and in its financial
statement consolidation process in conjunction with adjustments
related to fresh-start accounting.

The Company was also reassessing its accounting for deferred
income taxes related to the fresh-start accounting adjustments and
state income tax liabilities.

The Company has substantially completed its review of these
matters and has determined that certain adjustments related to
deferred income taxes associated with fresh-start accounting,
state income tax liabilities, foreign currency translation and
miscellaneous other matters are necessary in its financial
statements for the year ended Dec. 31, 2004, and for the first
three quarters of 2005.

The Company will release the audited 2005 and first quarter 2006
results together with the restated 2004 financial statements and
the restated 2005 quarterly financial statements.  The Company
anticipates this information will be available on or before
July 14, 2006.

In the event the Company is unable to complete its filing by this
date, the Company intends to provide preliminary financial
information, hold a conference call with investors and may begin
to solicit consents from its bondholders and senior lenders if
additional time is needed to complete those filings.

Based in St. Louis, Missouri, Thermadyne Holdings Corporation
(Pink Sheets: THMD) -- http://www.Thermadyne.com/-- is a global
marketer of cutting and welding products and accessories under a
variety of brand names including Victor(R), Tweco(R), Arcair(R),
Thermal Dynamics(R), Thermal Arc(R), Stoody(R), and Cigweld(R).

                         *     *     *

As reported in the Troubled Company Reporter on March 21, 2006,
Moody's Investors Service placed Thermadyne Holdings Corporation's
Caa1 rating on $175 million 9.25% senior subordinated notes, due
2014, rated; and B2 Corporate Family Rating on review for possible
downgrade.

As reported in the Troubled Company Reporter on April 27, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Thermadyne Holdings Corp. to 'B-' from 'B+', and
subordinated debt rating to 'CCC' from 'B-'.  S&P assigned a
negative outlook at that time.


TOYS 'R' US: Moody's Rates $1 Billion Senior Secured Loan at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new senior
secured term loans of Toys "R" Us Delaware, Inc., and affirmed all
other ratings.  The outlook remains negative.

Ratings assigned:

Toys "R" Us Delaware. Inc.

   * $200 million Senior Secured Term Loan maturing 2008 at B1,
   * $800 million Senior Secured Term Loan maturing 2012 at B1.

Ratings affirmed:

Toys "R" Us Delaware. Inc.

   * 8.75% debentures due 2012 at B2.

Toys "R" Us, Inc.

   * Corporate family rating at B2;
   * Senior unsecured debt rating at Caa2, and
   * Speculative grade liquidity rating of SGL-3.

TRU 2005 RE Holding Co. I, LLC

   * Senior unsecured credit facility at B2.

The B1 ratings on the new term loans, or one notch above the B2
corporate family rating, reflects their preferential position in
the capital structure, with the unrated $2 billion secured asset-
based revolving credit facility the only debt in a superior
position.  The B2 corporate family rating balances TRU's solid
franchise, particularly Babies "R" Us, with credit metrics that
are weak given the increased debt resulting from 2005's leveraged
acquisition, with debt/EBITDA assuming Moody's standard analytic
adjustments of more than 8 times.

The 8.75% unsecured debentures due 2012 are rated at the corporate
family level as they are joint obligations of Toys "R" Us, Inc.
and Toys "R" Us-Delaware, the principal operating subsidiary.

The senior unsecured notes of TRU 2005 RE Holding Co. I, LLC are
rated at the B2 corporate family level, reflecting the lack of
mortgage collateral.  The initial pool has a loan to value of
approximately 68%.  Moody's notes that the loan is guaranteed by
the four subsidiaries with ownership of the pool properties and
that there is a solid master lease with Toys "R" Us Delaware, the
sole tenant, with an original fifteen year term and rent coverage
of roughly 1.9 times.  However, the 1.25 times fixed charge
coverage ratio covenant is on the low side.

The Caa2 rating of the legacy senior unsecured notes of Toys "R"
Us, Inc. reflects their weak position in the capital structure
given their lack of both security and gurantees, and the fact that
further deterioration is possible as the indentures offer little
protection.

The negative outlook reflects the ongoing challenges in the U.S.
Toy division, as well as the necessity of remediating the material
weakness in accounting controls.  As a result of the high
leverage, short-term upward rating momentum is unlikely; however,
the outlook will stabilize if 2006 operating performance
demonstrates that the U.S. turnaround is gaining momentum, which
would be evidenced by improved operating margins and reasonable
comparable store sales performance, and if the material weakness
issues are satisfied.  Quantitatively, improved performance would
be evidenced by the achievement off gross margin of 35% and EBIT
margin of 5%.  Downward rating pressure would build if the gross
margin decline to below 34% or the EBIT margin falls below 4.5%,
or if the material weakness issues are not satisfactorily resolved
by FYE 2006.

The affirmation of the SGL-3 speculative grade liquidity rating
reflects :

   (1) the reduced financial flexibility as a result of the
       impact on free cash flow of the high leverage,

   (2) the covenants in the bank facilities, and

   (3) the very limited alternative sources of liquidity
       available given that all operating assets have been
       pledged, the real estate that has been mortgaged or
       encumbered by negative pledges under various credit
       facilities.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with FYE January 2006 revenues of
$11.3 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.  Toys was
taken private in July 2005 by Kohlberg, Kravis, Roberts, Vornado
Realty Trust, and Bain Capital, each of which now owns one-third
of the company.


TRANSMONTAIGNE INC: Inks Merger Agreement With Morgan Stanley
-------------------------------------------------------------
TransMontaigne Inc. has entered into a definitive merger agreement
with Morgan Stanley Capital Group Inc., pursuant to which all the
issued and outstanding shares of common stock of TransMontaigne,
including TransMontaigne's outstanding Series B Convertible
Preferred Stock, on an as-converted basis, will be exchanged for
$11.35 per share in cash.  The merger has been approved by
TransMontaigne's Board of Directors.  Upon completion of the
merger, TransMontaigne's common stock will no longer be traded on
the New York Stock Exchange.  Prior to entering into the
definitive agreement with Morgan Staley, TransMontaigne terminated
the merger agreement it previously entered into with SemGroup,
L.P. and its affiliates, in accordance with its terms.

Closing of the merger is subject to:

     a) the approval of a majority of the outstanding shares of
        common stock and Series B Convertible Preferred Stock of
        TransMontaigne, on an as-converted basis, voting as a
        single class at a special meeting of TransMontaigne's
        stockholders; and

     b) the receipt of customary regulatory approvals, including
        the expiration or termination of the applicable waiting
        period under the Hart-Scott-Rodino Antitrust Improvements
        Act of 1976.

TransMontaigne will solicit stockholder approval by means of a
proxy statement, which will be mailed to all TransMontaigne
stockholders upon completion of the required Securities and
Exchange Commission filing and review process.  TransMontaigne
currently expects the merger to close between mid-August and mid-
September 2006.

Prior to closing of the merger, TransMontaigne will make provision
to (i) either redeem or defease TransMontaigne's 91/8% Series B
Senior Subordinated Notes pursuant to the terms and conditions
thereof, or (ii) amend the terms and conditions of the Notes to
permit them to remain outstanding following the closing of the
merger.

TransMontaigne Partners L.P. will remain a public company, subject
to the periodic filing requirements with the Securities and
Exchange Commission, and its common units will continue to be
listed and traded on the New York Stock Exchange.

UBS Investment Bank acted as financial advisor and provided a
fairness opinion to TransMontaigne. Morrison & Foerster LLP served
as legal counsel to TransMontaigne, and Wachtell, Lipton, Rosen &
Katz served as legal counsel to Morgan Stanley.

                      About TransMontaigne

TransMontaigne Inc. (NYSE:TMG) -- http://www.transmontaigne.com/
-- is a refined petroleum products marketing and distribution
company based in Denver, Colorado with operations in the United
States, primarily in the Gulf Coast, Florida, East Coast and
Midwest regions.  The Company's principal activities consist of
(i) terminal, pipeline, tug and barge operations, (ii) marketing
and distribution, (iii) supply chain management services and (iv)
managing the activities of TransMontaigne Partners L.P.  The
Company's customers include refiners, wholesalers, distributors,
marketers, and industrial and commercial end-users of refined
petroleum products.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Standard & Poor's Ratings Services held its 'B+' corporate
credit rating on petroleum storage and distribution company
TransMontaigne Inc. on CreditWatch with developing implications,
following the announcement that Morgan Stanley Capital Group
Inc. has made a competing offer to acquire TransMontaigne for
$10.50 per share.

As reported in the Troubled Company Reporter on March 30, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications for its 'B+' corporate credit rating on petroleum
storage and distribution company TransMontaigne Inc. to developing
from positive.


TRC HOLDINGS: Gets Final Court Order on Cash Collateral Use
-----------------------------------------------------------
The Honorable James E. Shapiro of the U.S. Bankruptcy Court for
the Eastern District of Wisconsin entered a final order allowing
TRC Holdings, Inc., to use cash collateral securing repayment of
its debts to Jackson Street Funding LLC and H/E Financial LLC.

Judge Shapiro directs the Debtor to use its lenders' cash
collateral in accordance with a budget.  A copy of that budget is
available for free at http://ResearchArchives.com/t/s?c7d

The Debtor owes a total of $2.6 million to Jackson Street, as its
first position lender and H/E Financial, as its second position
lender.  Jackson Street and H/E Financial holds liens and security
interests in all assets acquired by the Debtor before it filed for
bankruptcy.

As adequate protection for any decrease in the aggregate value of
the prepetition collateral, the lenders are granted security
interests and liens in all property acquired by the Debtor
after April 18, 2006.  The Debtor is also required to place all
cash, checks, notes, drafts and other instruments it receives in
an account at Johnson Bank.

                           DIP Loan

Judge Shapiro further authorized the Debtor to obtain up to
$850,000 from Jackson Street and H/E Financial.  All advances and
other extensions of credit under the Debtor-in-Possession loan are
payable in full on Aug. 31, 2006.

To secure repayment of the DIP loan, the lenders are granted first
priority security interests and super-priority liens on all of the
Debtor's property.

                       About TRC Holdings

TRC Holdings, Inc., is a staffing agency that provides skilled and
semi-skilled temporary staff to small and mid-market employees
primarily in the areas of industrial, administrative, technical,
construction, light industrial and health care.  The Debtor
currently employs approximately 930 temporary and 50 full-time
workers.  The Debtor filed for chapter 11 protection on April 18,
2006 (Bankr. E.D. Wis. Case No. 06-21855).  Daryl L. Diesing,
Esq., Patrick B. Howell, Esq., and Daniel J. McGarry, Esq., at
Whyte Hirschboeck Dudek S.C. represent the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets between $1 million to $10 million and debts between
$10 million to $50 million.


TRIPLE A POULTRY: Has Access to the Mendenhalls' Cash Collateral
----------------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas in Houston authorized Triple A Poultry,
Inc., to use cash collateral securing repayment of approximately
$4,141,510 of its debts to Mark O. Mendenhall and Oniel C.
Mendenhall.  The Debtor sought to continue using the lenders' cash
collateral in order to continue the operation of its business.

The Debtor had inked a Revolving Demand Note in the principal
amount of $9 million with Mark Mendenhall and a Revolving Demand
Note in the principal amount of $3 million with Oniel Mendenhall
in September 2005.  The Debtor used proceeds from the Mendenhalls'
credit line to pay delinquent taxes due to the Internal Revenue
Service.  The Mendenhalls hold a first lien and security interest
in all of the Debtor's accounts, inventory, products and proceeds
on account of the notes.

To secure the aggregate amount of all cash collateral used by the
Debtor and to secure any diminution in the value of their interest
in the prepetition collateral, the Mendenhalls are granted
replacement liens and security interests junior only to their
existing liens and security interests, on all of the prepetition
collateral and all accounts, inventory, products and proceeds.
The Debtors will also provide adequate protection to the Lenders,
by segregating and accounting for all cash collateral.

The Mendenhalls' liens and security interests is subject to a
$50,000 carve out for statutory fees payable to the U.S. Trustee
and fees payable to the Clerk of Court.

The Debtor is authorized to use cash collateral in accordance with
a court-approved budget.  A copy of this budget is available for
free at http://researcharchives.com/t/s?c7c

Headquartered in Houston, Texas, Triple A Poultry, Inc., sells
meat and poultry products.  The company filed for chapter 11
protection on May 19, 2006 (Bankr. S.D. Tex. Case No. 06-32119).
John Matthew Vaughn, Esq., at Porter & Hedges, LLP, represents the
Debtor in its restructuring efforts.  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.


TRIPLE A POULTRY: Section 341(a) Meeting Moved to July 18
---------------------------------------------------------
The U.S. Trustee for Region 7 reset the meeting of Triple A
Poultry Inc.'s creditors at 3:00 p.m. on July 18, 2006, at Suite
3401, 515 Rusk Avenue in Houston, Texas.  The meeting was
originally scheduled on June 20, 2006.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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 officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Houston, Texas, Triple A Poultry, Inc., sells
meat and poultry products.  The company filed for chapter 11
protection on May 19, 2006 (Bankr. S.D. Tex. Case No. 06-32119).
John Matthew Vaughn, Esq., at Porter & Hedges, LLP, represents the
Debtor in its restructuring efforts.  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.


UNIVISION COMMS: Fitch Lowers Senior Unsecured Debt Ratings to BB
-----------------------------------------------------------------
Fitch downgraded Univision Communications Inc.'s IDR and senior
unsecured debt ratings to 'BB' from 'BBB-', and the ratings remain
on Rating Watch Negative.

The company, along with a group that includes:

   * Madison Dearborn Partners,
   * Providence Equity Partners,
   * Texas Pacific Group,
   * Thomas H. Lee Partners, and
   * Saban Capital Group,

announced they have signed a definitive agreement under which the
group will acquire Univision for $36.25 per share in cash.

The transaction is valued at approximately $13.7 billion,
including the assumption of $1.4 billion in debt.

The downgrade reflects Fitch's belief that debt levels will
materially increase as a result of this transaction negatively
impacting the credit profile of the company with significant
potential that ratings could be downgraded further.

The resolution of Fitch's Rating Watch will be determined by an
evaluation of the ultimate financing of the purchase price,
overall capital structure, and free cash flow generating ability
of the post-acquired entity.  As part of its rating evaluation,
Fitch anticipates reviewing the company's strategy with
Univision's management.

Existing indenture language does not protect bondholders from a
change of control event and does not limit the company's ability
to incur additional indebtedness.  Fitch believes the company's
bank facility will likely be paid-down as it contains a
restriction on fundamental changes that includes the disposition
of material assets.


USEC INC: S&P Junks Rating on 6.75 Senior Notes
-----------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bethesda, Maryland-based USEC Inc. to 'B-' from 'B+'.

At the same time, Standard & Poor's lowered its senior unsecured
rating on USEC's 6.75% senior notes due 2009 to 'CCC' from 'B-'.
The outlook is negative.

This rating action follows the issuance of a license by the United
States Nuclear Regulatory Commission to Louisiana Energy Services
authorizing the construction and operation of a uranium-enrichment
facility in the U.S., clearing the last major regulatory hurdle
for LES.

Construction of LES' proposed enrichment facility is likely to
take a few years with initial production not expected until 2009.

"Even so, completion of the new facility poses a significant
threat to USEC's already-weak competitive position and would most
likely lead to a loss of market share, because LES plans to use a
lower-cost enrichment technology than currently used at USEC's
existing plant," said Standard & Poor's credit analyst Dominick
D'Ascoli.

While USEC also has plans to build a new enrichment facility using
lower-cost technology, that technology has not been proven
commercially viable.  Testing is under way, and the announcement
of results is not expected for another three to four months.
Moreover, USEC has not yet received a license from the NRC
authorizing construction and operations of the proposed enrichment
facility.

"We are also concerned about the ability of USEC to receive
financing for a new enrichment facility," Mr. D'Ascoli said,
"given the approval for LES to build an enrichment facility as
well."

Mr. D'Ascoli said, "We could lower the ratings if USEC's new
technology proves commercially unviable, liquidity declines
substantially, or for other reasons. We are unlikely to raise the
ratings before there is substantial certainty about the timing,
funding, and commercial viability of the new enrichment facility."


VENTAS INC: New York Supreme Court Defers Ruling on Kindred Suit
----------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
did not rule on the request by Kindred Healthcare, Inc., to
prevent Ventas from exercising its remedies under the four Master
Leases between the companies.  The Court asked Ventas and Kindred
to re-appear to present their respective positions on Thursday,
July 6, 2006.  Until then, the existing stipulation agreement
between the parties, entered into on June 19, 2006, by Ventas,
will remain in place.

As required under the Master Leases, Ventas demanded that Kindred
provide to Ventas all appraisal reports in Kindred's possession
relating to Ventas facilities.  Kindred refused to provide such
reports to Ventas.  Kindred sought the injunction against Ventas
on June 19, to prevent Ventas from exercising its remedies under
the Master Leases that cover the 225 healthcare facilities leased
by Ventas to Kindred.  Ventas said that Kindred's failure to
provide these reports entitles Ventas to exercise all its remedies
under the Master Leases, including termination of Kindred's rights
thereunder as to one or more than one healthcare facility.

"We remain confident in our positions in the litigation, and we
look forward to a ruling by the Court," Ventas Chairman, President
and CEO Debra A. Cafaro said.  "However the Court rules on
Kindred's injunction request, we are confident that we are
entitled to the appraisal reports regarding our facilities and are
eager to obtain a hearing on that issue.  In the meantime, we will
honor our previous agreement with Kindred not to pursue remedies
for its failure to deliver all the appraisal reports to us under
Section 26.1(i)(v) of the Master Leases at this time."

Each Master Lease states that Kindred is required to deliver to
Ventas all "copies of any Facility-specific . . . reports or
studies that are in Tenant's possession or control."  On numerous
prior occasions, Kindred publicly stated that it has received
various appraisal reports relating to Ventas's facilities.

Despite the litigation initiated by Kindred, Ventas expects the
process outlined in the Master Leases whereby Ventas has the right
to increase base rental rates under the Master Leases to a "Fair
Market Rental" amount to continue in accordance with the terms of
the Master Leases.  On May 9, Ventas initiated the Reset Right
process under the Master Leases by delivering notices to Kindred
with its proposal that aggregate base rents under the Master
Leases increase by $111 million to $317 million per year.

"As we move forward in this process, we remain committed to
seeking a positive outcome of the Reset Right for Ventas
shareholders," Ms. Cafaro said.  "The increasingly robust market
for healthcare real estate assets and the terms of our Master
Leases strongly support our views that the Reset Right will have
significant value for Ventas shareholders.  We are very focused
on realizing that value and obtaining the fair market rental for
our assets that Kindred agreed to pay when we provided over
$600 million in concessions to allow Kindred to emerge from
bankruptcy in 2001."

The determination of the Fair Market Rental under the Reset Right
is dependent on and may be influenced by a variety of factors,
including market conditions, reimbursement rates, and cash flow to
rent coverages applicable to healthcare facilities.  It is highly
speculative, and there can be no assurances (and Ventas is
expressing no views) regarding the final determination of the Fair
Market Rental.  If Fair Market Rental is determined by the
appraisal process in the Master Leases, it is subject to the
inherent risks, uncertainties, subjectivity and judgment contained
in any appraisal process.  A Third Appraiser's determination
regarding Fair Market Rental amounts or escalations for Ventas's
225 healthcare facilities that are covered by the Master Leases
could materially differ from Ventas's estimates, analyses or
proposals.

                          About Ventas

Louisville, Ky.-based, Ventas, Inc. -- http://www.ventasreit.com/
-- is a leading healthcare real estate investment trust that is
the nation's largest owner of seniors housing and long-term care
assets.  Its diverse portfolio of properties located in 42 states
includes independent and assisted living facilities, skilled
nursing facilities, hospitals and medical office buildings.

                          *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
Moody's Investors Service changed the rating outlook for Ventas,
Inc. to positive.  This rating action results from Ventas' recent
refinancing of its bank facility from a secured facility to an
unsecured facility, once again demonstrating the REIT's commitment
to balance sheet enhancement.

Ventas' ratings were affirmed with a positive outlook including
(P)Ba3 senior debt shelf rating; (P)B1 rating subordinated debt
shelf rating; and (P)B1 preferred stock shelf.

In its previous rating actionwith respect to Ventas, Moody's
upgraded the senior debt rating to Ba2 with a stable outlook.


VISIPHOR CORP: Gets $253,000 Contribution from NRC-IRAP
-------------------------------------------------------
Visiphor Corporation received a contribution from the National
Research Council Canada Industrial Research Assistance Program.

"The NRC-IRAP involvement is an important and welcome addition to
the Visiphor endeavour," says Roy Trivett, President and CEO,
Visiphor Corporation.  "NRC-IRAP is contributing up to $253,000 of
the projected project technical costs of $506,000."

The monies will be used to further the Company's innovative
research and development of "Software Factories" to deliver highly
automated integration solutions.  Software Factories represent a
way to create new and horizontal business applications without the
use of software code. Instead, proven and reusable modular
components such as existing applications, services and systems are
"assembled" together using a set of productivity tools.

This work is being carried out in concert with a major release of
platform technologies surrounding the Microsoft .NET 2.0
Framework.

As part of Visiphor's commitment to optimize the research and
development efforts associated with the Software Factories project
the Company has decided to consolidate all its development
activities in its Burnaby head office. T he Company is closing its
Victoria development office and, due to personal reasons not
allowing his move to Burnaby at this time; Mr. James Smith is
resigning his position as the Company's Vice-President of
Engineering.  Mr. Smith will continue to work with the Company in
a consulting role and the Company will continue to have access to
his extensive knowledge and leadership.

Based in Vancouver, British Columbia, Visiphor Corporation (OTCBB:
VISRF; TSX-V: VIS; DE: IGYA) -- http://www.imagistechnologies.com/
-- fka Imagis Technologies Inc, specializes in developing and
marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 24, 2005,
KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


VITAL LIVING: March 31 Balance Sheet Upside-Down by $676,000
------------------------------------------------------------
Vital Living, Inc., filed its financial statements for the quarter
ended March 31, 2006, with the Securities and Exchange Commission.

The Company reported a $187,000 net loss on $1,333,000 of revenues
for the three months ended March 31, 2006, versus a $722,000 net
loss on $1,262,000 of net sales for the three months ended March
31, 2005.

At March 31, 2006, the Company's balance sheet showed $4,872,000
in total assets and $5,548,000 in total liabilities resulting in a
stockholders' deficit of $676,000.

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

               http://ResearchArchives.com/t/s?c7b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Epstein Weber & Conover, PLC, expressed substantial doubt about
Vital Living, Inc.'s financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses from operations, working capital
deficit and dependence on funding sources other than operations.

                        About Vital Living

Headquartered in Phoenix, Arizona, Vital Living -
http://www.vitalliving.com/-- develops nutritional and
nutraceutical products which are marketed for distribution through
physicians and licensed or certified health care professionals.


WACO VOLUNTEER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Waco Volunteer Fire Department, Inc.
        P.O. Box 190
        Waco, Kentucky 40385
        Tel: (859) 369-7301

Bankruptcy Case No.: 06-50724

Chapter 11 Petition Date: June 28, 2006

Court: Eastern District of Kentucky (Lexington)

Debtor's Counsel: Ellen Arvin Kennedy, Esq.
                  Fowler, Measle & Bell, LLP
                  300 West Vine Street, Suite 600
                  Lexington, Kentucky 40507
                  Tel: (859) 252-6700
                  Fax: (859) 255-3735

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

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


WINN-DIXIE STORES: Files Chapter 11 Reorganization Plan
-------------------------------------------------------
Winn-Dixie Stores, Inc. filed its proposed Plan of Reorganization
and related Disclosure Statement with the U.S. Bankruptcy Court
for the Middle District of Florida on June 29, 2006.  With this
filing, Winn-Dixie is positioned to emerge from Chapter 11
protection as soon as late October.

Winn-Dixie expects to emerge from its reorganization with
sufficient financing and liquidity to make significant investments
in its current store base, to selectively open new stores, and to
take other actions to position the business to compete effectively
in its markets over the next several years.  The company also
expects to emerge with only a minimal amount of long- term debt on
its balance sheet.

The proposed Plan of Reorganization represents the culmination of
extensive negotiations with various creditors and creditor groups
in Winn- Dixie's Chapter 11 cases.  Creditors have been divided
over whether these cases should be substantively consolidated or
not. Litigation of that issue would have been complex and
expensive, delaying Winn-Dixie's emergence from Chapter 11 for a
substantial period of time.  Accordingly, the Official Committee
of Unsecured Creditors, with Winn-Dixie's support, successfully
negotiated a settlement of the substantive consolidation issue.
The Creditors Committee and the company have garnered the support
of ad hoc committees representing the interests of trade vendors
and retirees.  Winn- Dixie's Plan of Reorganization incorporates
the substantive consolidation settlement.

                   $725 Million Exit Financing

Winn-Dixie received a commitment for up to $725 million in exit
financing from Wachovia Bank.  The exit financing, which will
replace the company's current debtor-in-possession credit facility
on the effective date of a Plan of Reorganization, will increase
Winn-Dixie's cash availability substantially.  The financing is
subject to the satisfaction of customary conditions.

"The filing of the Plan of Reorganization and Disclosure Statement
represents an important milestone in our Chapter 11 cases," Winn-
Dixie President and Chief Executive Officer Peter Lynch said.  "We
are hopeful that all parties involved in our Chapter 11 cases will
agree that this plan represents an appropriate resolution of a
variety of complex issues, including potential disputes regarding
substantive consolidation."

"Winn-Dixie now is positioned to emerge from bankruptcy as soon as
late October," Mr. Lynch continued.  "Upon emergence, Winn-Dixie
will be in a stronger and more financially stable position.  We
will have only a minimal amount of long- term debt on our balance
sheet and, between our projected cash flow and new exit financing,
we will be able to make significant investments in our stores and
our business to ensure that we can continue to provide outstanding
service and products to our customers and compete effectively in
our markets.

"I want to thank our Associates for their unwavering support
during this process.  Their perseverance and commitment to help
Winn-Dixie get better all the time played a significant role in
positioning us to emerge in such a positive way.  We are also
extremely appreciative of our customers and our partners in the
vendor and real estate communities for their continued loyalty to
Winn-Dixie."

                          Business Plan

The Disclosure Statement filed includes a discussion of Winn-
Dixie's five-year business plan, which is designed to position the
company to compete successfully by delivering high-quality
products and customer service with competitive pricing.

The business plan highlights the many actions the company has
already taken to enhance its operational and financial
performance.  These include numerous merchandising and marketing
initiatives, such as a focus on improving the perishables offering
to reinforce the stores' image of freshness and quality and
communicating the branding message of "Getting better all the
time" to reflect the improvements that are being made in the
stores and throughout the company.  Other major completed actions
include a reduction of the store footprint to focus on regions
where Winn-Dixie's market share and profitability provide the best
foundation for growth, a major redesign of the field and corporate
overhead structure, and an annual cost reduction of approximately
$100 million.

As a result of these initiatives, Winn-Dixie has reported improved
financial results and sales growth in recent periods. For the
quarters ended Jan. 11, 2006 and April 15, 2006, the company
reported year-over-year increases in identical store sales of 7.3%
and 6.7%, respectively.  In its business plan, Winn-Dixie projects
additional growth in revenue (fueled by continued increases in
identical store sales and, beginning in 2008, new store openings),
gross margin and EBIDTA (earnings before interest, taxes,
depreciation and amortization) during the five-year period.

The Disclosure Statement also includes information about the
proposed Plan of Reorganization, financial estimates regarding the
company's reorganized business enterprise value, and events
leading up to and during the company's Chapter 11 cases.

Approval of the Disclosure Statement and related voting
solicitation procedures, which Winn-Dixie will seek at a
Bankruptcy Court hearing scheduled for Aug. 4, 2006, will permit
the company to solicit acceptances for the proposed Plan of
Reorganization and seek confirmation of the proposed Plan of
Reorganization by the Bankruptcy Court.  Assuming these milestones
are achieved, Winn-Dixie expects to emerge from Chapter 11
reorganization as soon as late October 2006.  The company's
Chapter 11 cases are being presided over by the Honorable Jerry A.
Funk, U.S. Bankruptcy Judge for the Middle District of Florida.

"In the 16 months since Winn-Dixie filed for Chapter 11
protection, the company has made tremendous progress in addressing
its operational and financial challenges," Mr. Lynch said.  "In
particular, there has been a tangible improvement in customer
service, Associate morale, and the quality of the product offering
-- particularly in perishables.  All of this has led to
significant increases in identical store sales in recent months
and improving gross margin.  I look forward to seeing what our
talented and dedicated Associates can accomplish once they are no
longer held back by the constraints of Chapter 11."

           Details of Proposed Plan of Reorganization

The Plan of Reorganization and Disclosure Statement may be
modified prior to the approval of the Disclosure Statement and as
a result of the confirmation process.  Key elements of the Plan of
Reorganization, as currently proposed and subject to approval by
the Bankruptcy Court, include:

   * The company and its subsidiaries will be deemed substantively
     consolidated for purposes of the Plan of Reorganization and
     distribution under the Plan of Reorganization in accordance
     with the settlement negotiated by the Creditors Committee,
     which include different levels of recovery for different
     categories of unsecured creditors, based on their relative
     rights and the strengths of their positions on the
     substantive consolidation issue and other matters.

   * Substantially all of the unsecured liabilities of the company
     will be discharged in exchange for distribution of common
     equity of the reorganized company, allocated to the unsecured
     creditors in accordance with the substantive consolidation
     compromise.

   * A portion of the common equity of the reorganized company
     will be set aside for use in a long-term incentive plan to be
     provided to certain key Winn-Dixie Associates.  That plan may
     consist of a combination of stock grants and options.  The
     participants in that plan and the awards for each participant
     will generally be determined by a newly constituted Board of
     Directors.

   * On the effective date of the Plan of Reorganization, a new
     Board of Directors will be appointed. The initial New Board
     will be comprised of nine directors.

   * Administrative claims and priority claims will be paid in
     full as required by the Bankruptcy Code, unless otherwise
     agreed by the holders of such claims.  Secured claims may be
     reinstated on original terms, satisfied on deferred payment
     terms, or paid in full at the election of the company.

   * Certain creditors with claims under $3,000, including
     creditors who elect to reduce their claims to $3,000, will
     receive cash payments equal to 67% of the amount of their
     claims.  Creditors with claims under $100 will be paid in
     cash, in full.

   * Current holders of Winn-Dixie's equity will not receive any
     distributions following emergence and their equity interests
     will be cancelled once the Plan of Reorganization becomes
     effective.  Similarly, subordinated claims, including stock-
     related claims, will not receive any distributions and will
     be discharged.

                          CEO Retention

The Winn-Dixie Board believes it is in the best interest of the
reorganized company to enter into a new employment agreement with
Mr. Lynch, pursuant to which he will continue to serve as the
President and Chief Executive Officer of Winn-Dixie after the
Effective Date of the Plan of Reorganization.  Mr. Lynch has
expressed a strong desire to continue serving in these roles after
the company emerges from Chapter 11.  To this end, the Winn-Dixie
Board, Creditors Committee and Mr. Lynch are negotiating the terms
of a new employment agreement for Mr. Lynch.  His current
retention agreement expires on Aug. 31, 2006.

                        About Winn-Dixie

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: Sells Louisville Facility to Seay for $3.75 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
grants Winn-Dixie Stores, Inc., and its debtor-affiliates' request
to sell the Louisville warehouse and other related assets to Seay
Properties, LLC, for $3,750,000.

The Commonwealth of Kentucky withdraws its objection to the sale.

The Court clarifies that the Debtors' transfer of the Assets will
not result in Seay Properties having any liability:

    (a) for any claim or interest against the Debtors or against
        an insider of the Debtors; or

    (b) to the Debtors, except as expressly stated in the
        Agreement and the Court order.

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


WINN-DIXIE: Sells Stockbridge Property to BH Properties for $2.1MM
------------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
authority from the U.S. Court Bankruptcy Court for the Middle
District of Florida to sell Winn-Dixie Raleigh, Inc.'s fee simple
title interest in the Stockbridge Property and all related
appurtenances, rights, easements, rights-of-way, tenements and
hereditaments, free and clear of liens, claims and interests, to
BH Properties, LLC, for $2,100,000.

As reported in the Troubled Company Reporter on June 12, 2006,
before filing for bankruptcy, the Debtors developed Store No. 2701
on owned property located in Stockbridge, Georgia.  The Debtors
closed the Store on Aug. 28, 2005, and have exited this market
area.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, asserts that the sale of the Stockbridge Property
will save the estates at least $56,435 per year in administrative
expenses.

With the exception of the Permitted Encumbrances, there are no
interests in or claims against the Assets other than the interest
of Wachovia Bank, National Association, as Administrative Agent
and Collateral Agent, Mr. Baker tells the Court.

According to Mr. Baker, the interest of the DIP Lender will be
satisfied because the Debtors will pay the sale proceeds, to the
extent required, in accordance with the terms of the Final DIP
Order.

                  Real Estate Purchase Agreement

On April 18, 2006, WD Raleigh and BH Properties entered into a
Real Estate Purchase Agreement.

BH Properties has deposited an initial earnest money deposit of
$50,000 and a second deposit of $160,000 with the escrow agent.
At Closing, the combined deposits will be credited against the
Purchase Price and the unpaid balance of the Purchase Price will
be due and payable in cash.

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


WI-TRON INC: Names Joe Nordgaard as Chief Executive Officer
-----------------------------------------------------------
Wi-Tron, Inc., disclosed the appointment of Joe Nordgaard as Chief
Executive Officer, effective June 1, 2006.

Mr. Nordgaard comes to Wi-Tron with an extensive background in
telecom and wireless industries, with more than 20 years of
leadership experience that began at AT&T Bell Laboratories.  As
the former lead strategist for Lucent Technologies' Wireless
Network Systems division, he created and drove Lucent's global
business development leadership in the cdma450 industry. He also
worked diligently  with many foreign  governments, operators and
vendors to drive this vision; and as a direct result cdma450 is
now used in over 30 countries and is scheduled for use in many
more.

Wi-Tron, Inc. (OTCBB: WTRO -- http://www.amplidyneinc.com/--  
designs, manufactures and sells ultra linear single and multi-
channel power amplifiers and broadband high-speed wireless
products to the worldwide wireless telecommunications market.  The
single and multi-carrier linear power amplifiers, which are a key
component in cellular base stations, increase the power of radio
frequency and microwave signals with low distortion.  The
Company's products are marketed to the cellular, PCS, X-band,
wireless local loop segments of the wireless telecommunications
industry.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2006, KBL,
LLP, raised substantial doubt about Wi-Tron, Inc., fka Amplidyne,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2004,
and 2005.  The auditor pointed to the company's losses from
operations and limited financial resources.


WORLDWIDE ENTERPRISES: Case Summary & Two Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Worldwide Enterprises at Milton Avenue, LLC
        75 Lake Road, Suite 140
        Congers, New York 10920

Bankruptcy Case No.: 06-22392

Chapter 11 Petition Date: June 28, 2006

Court: Southern District of New York (White Plains)

Debtor's Counsel: Anne J. Penachio, Esq.
                  575 White Plains Road
                  Eastchester, New York 10709
                  Tel: (914) 961-6003
                  Fax: (914) 961-5658

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Elizabethtown Gas                                       $13,003
P.O. Box 1208
Newark, NJ 07101-1208

State of New Jersey              Apartment Building     Unknown
Hughes Justice Complex           Rooming House
Trenton, NJ 08628


WYNN RESORTS: S&P Maintains Watch on B+ Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on Wynn
Resorts Ltd. and its wholly owned subsidiary Wynn Las Vegas LLC,
including their 'B+' corporate credit ratings, on CreditWatch with
positive implications.

The ratings were initially placed on CreditWatch on March 6, 2006,
following the company's announcement that it had entered into an
agreement to sell a subconcession in the Macau Special
Administrative Region of the People's Republic of China for $900
million to Publishing and Broadcasting Ltd. (PBL; A-/Stable/A-2).

While a definitive time frame as to the closing of the sale
remains uncertain, Standard & Poor's has determined that if the
sale is completed as outlined, the ratings on Wynn Resorts and
Wynn Las Vegas would be raised one notch to 'BB-'.  It is expected
that the outlook would be stable.

The upgrade would primarily reflect the favorable impact the cash
proceeds from the sale would have on the company's consolidated
financial profile and liquidity situation at a time when it is
pursuing multiple capital spending initiatives, specifically its
development of Wynn Macau and Encore at Wynn Las Vegas.

In addition, the initial opening of Wynn Macau in early September
2006 will likely provide a significant cash flow stream to the
company and decrease its dependence on its Wynn Las Vegas asset.
The continued ramping-up of the Wynn Las Vegas asset, initial
operating results in Macau, and any unexpected announcements
concerning additional growth opportunities would also be factors
in the planned upgrade.

The CreditWatch listing will be resolved once the pending
sub-concession sale is completed.


XYBERNAUT CORP: John Moynahan Resigns as Chief Financial Officer
----------------------------------------------------------------
John F. Moynahan's employment agreement, dated November 14, 2005,
with Xybernaut Corporation has been terminated following Mr.
Moynahan's termination as the Company's Executive Vice President
and Chief Financial Officer in connection with a reduction in
force.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP, represents the Official Committee
of Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.




* BOOK REVIEW: ITT: The Management of Opportunity
-------------------------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Paperback:  421 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122441/internetbankrupt


We all know how it ends, but whew, what a ride!  An enterprising
man envisions a world-wide telecommunications company and guides
it vigilantly through hard times; his successor radically changes
course, buying up hundreds of unrelated companies; economic
conditions and the national mood change; the conglomerate sags
under its own weight; the next chief executive officer retrenches
and then wards off hostile takeovers; the company is sold.

This account of the ITT story was published in 1982, 15 years
before the end.  The author was given complete access to records
and files, and employees were instructed to be candid and
forthcoming.  The result is evenhanded, thorough, and well
written, and provides solid historical background for, and
thoughtful analysis of, the various events.

ITT founder Sosthenes Behn was born in the Caribbean and educated
in Europe.  He and his brother began their hoped-for
"International System" of worldwide-interconnected telephone lines
in 1920 by acquiring two small telephone companies in Puerto Rico
and Cuba.

Sobel recounts ITT's forays into Spain, Mexico, and South America;
attempts to purchase RCA Communications in the late 1920s;
acquisitions in France and Germany; near insolvency during the
Depression; Behn's partisanship in the Spanish Civil War; and
Behn's relationship with Germany before World War II and with
Argentina under Peron.

After the War, with his International System in shambles, Behn
turned to the U.S. market, but feeling inadequate to the task,
stepped down.  Eventually, his successor was found in Harold
Geneen, an outsider from Raytheon.

Under Geneen, ITT quickly became one of the fastest growing
corporations in the U.S.   ITT once acquired some 20 unrelated
companies in one month.  Sales grew from $930 million in 1961 to
$8 billion in 1970.  Geneen's acquisitions sometimes complemented
one another, like Sheraton, Continental Baking, and Avis, but were
often random, like The Hartford (insurance), Rayonier (forest
products), and O.M. Scott (lawn care).

ITT's descent began in 1966, when it tried to acquire ABC.
National sentiment against conglomerates had become vitriolic and
this merger became its target.  As Sobel put it, "Perhaps not
since the end of the war had so many large groups arrayed
themselves against a single corporation involved in a merger."  In
the end, despite The Federal Communications Commission's approval
of the merger in two separate rulings, ITT and ABC yielded to the
Department of Justice, media censure, and public opinion, and
abandoned merger plans.

Next came a variety of allegations against ITT, some well
substantiated and all well publicized: funding Salvador Allende's
opponents in Chile's 1970 presidential elections; peddling of
influence in the Nixon White House to rid the Department of
Justice of trustbusters; and exchange of campaign donations for
use of a Sheraton hotel as the 1972 Republican National Convention
headquarters in San Diego.  All the while, ITT's poor handling of
several antitrust cases were also making headlines.  And then came
recession in 1973.

Geneen had difficulty adjusting to ITT's new business climate.
His theory that growth could serve as business strategy had been
disproved.  ITT's stock fell from 60 in early 1973 to 12 in late
1974.  Under pressure from ITT's board, Geneen stepped down in
1977, but masterminded the dismissal of his successor, Lyman
Hamilton, and the installation of Rand Araskog in 1978.  When the
book ends in 1982, Araskog had begun a plan of coherent divesting
and reorganizing the company into more manageable segments,
prelude to the dismantling that was to take place in the hostile-
takeover wars.

Robert Sobel, who died in 1999, was a highly regarded academic and
business historian with a tremendous array of books and news
articles to his credit.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland, USA.  Rizande B.
Delos Santos, Shimero Jainga, Joel Anthony G. Lopez, Tara Marie A.
Martin, Jason A. Nieva, Emi Rose S.R. Parcon, Lucilo M. Pinili,
Jr., Marie Therese V. Profetana, Robert Max Quiblat, Christian Q.
Salta, Cherry A. Soriano-Baaclo, 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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