TCR_Public/060831.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 31, 2006, Vol. 10, No. 207

                             Headlines

ABS CAPITAL: Moody's Junks $28 Million Priority Notes' Rating
ADELPHIA COMMS: Hearing on Plan-Related Motions on Sept. 11 & 12
ADELPHIA COMMS: Asks Court to Okay Scientific-Atlanta Settlement
ADVANCED BIOTHERAPY: Inks Share Purchase and Debt Restructure Deal
AFFYMETRIX INC: Defaults Under 0.75% Senior Note Indenture

AMERIQUEST MORTGAGE: Net Losses Cue S&P to Cut Rating on Class M-4
ANVIL HOLDINGS: Proceeds with Debt Restructuring
ARMSTRONG WORLD: Wants Exclusivity Extended to Consummate Plan
ARGENT SECURITIES: Fitch Rates $17 Million Certificates at BB
ASSET BACKED: S&P Cuts Ratings on Class M4 Certificates to BB

ASSET SECURITIZATION: Litigation Resolution Cues S&P to Up Ratings
ATLANTIC MUTUAL: Failure to Pay Cues Moody's to Downgrade Ratings
BANK OF AMERICA: Fitch Holds Low-B Ratings on Six Classes
BEELER TREES: Case Summary & 56 Largest Unsecured Creditors
C2 GLOBAL: June 30 Balance Sheet Upside-Down by $78.9 Million

CABLEVISION SYSTEMS: Lenders Agree to Postpone Default
CARCO ELECTRONICS: Failed Buyer's Costs Not Administrative Claims
CHARTER COMMS: June 30 Balance Sheet Upside-Down by $5.3 Billion
CHARYS HOLDING: Miller Ray Raises Going Concern Doubt
CHEMDESIGN CORP: Case Summary & 19 Largest Unsecured Creditors

CKE RESTAURANTS: Pays Holders of $38.5 Million Convertible Notes
CLOROX COMPANY: Equity Deficit Narrows to $156 Million at June 30
CONSOLIDATED CONTAINER: Inks $10 Mil. Settlement with Dean Foods
CREAMWORKS LLC: Case Summary & Largest Unsecured Creditor
CREST 2000-1: Fitch Cuts Rating on $21 Million Class C Notes to B-

CS ADVISORS: S&P Rates $14 Million Class D Notes at BB
CYBERCARE INC: Confirmation Delays Hinder USSEC Capital Funding
DANA CORP: WESCO Says Evergreen Clauses Support Pact Cancellation
DANA CORP: Michael Wesolowski Wants Stay Lifted to Pursue Action
DEJA FOODS: Case Summary & 40 Largest Unsecured Creditors

DELTA AIR: Posts $2.2 Billion Net Loss in 2006 Second Quarter
DELTA AIR: Seeks Court's Authority to Ink IBM Outsourcing Pact
ELWOOD ENERGY: S&P Ups Rating on $402 Million Senior Bonds to BB-
EMPIRE MUSIC: Voluntary Chapter 11 Case Summary
ENERGY PARTNERS: ATS Proposal Prompts S&P's Developing Watch

EXIDE TECHNOLOGIES: Selling Stock Purchase Rights on September 14
EXIDE TECHNOLOGIES: Shareholders Elect Herbert Aspbury to Board
EXPRESS VENDING: Case Summary & 18 Largest Unsecured Creditors
FORD CREDIT: Fitch Rates $58.2 Million Class D Notes at BB+
FORD MOTOR: Eyes Sale of Luxury Auto Brands to Investment Group

FULLNET COMMS: June 30 Working Capital Deficit Tops $2.2 Million
FUTURE MEDIA: Files 1st Amended Disclosure Statement in C.D. Cal.
GIANT INDUSTRIES: Western Refining Merger Cues S&P's Pos. Watch
GLOBAL REALTY: Inks Merger Deal with CyberCare & U.S. Sustainable
GRUPO IUSACELL: Creditors Execute Convenio Concursal

GVI SECURITY: Shows $1.5 Million Stockholders' Deficit at June 30
HEARTLAND INC: Discontinued Ops. Gain Boosts Income to $7 Million
HECLA MINING: Moody's Withdraws Caa1 Corporate Family Rating
INTERSTATE BAKERIES: Two Courts Approve Fishlowitz Class Pact
KNOLL INC: Inks New Five-Year Collective Bargaining Agreement

LUCENT: Proxinvest Urges Alcatel Shareholders to Reject Merger
MAGSTAR TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $3MM
MATHON FUND: Selling 1MM Shares in Las Vegas Resort on Sept. 28
MERIDIAN AUTOMOTIVE: Ct. OKs Pact With GECC to Repossess Equipment
METAL STORM: Raising AUD27.5 Million in Unsec. Conv. Notes Issue

MICHAEL ERICKSON: Case Summary & 14 Largest Unsecured Creditors
MIRANT CORP: Justice Dickerson Rules on Bowline Tax Liability
MIRANT CORP: $3MM Claim Scrapped as Court Okays Mitsui Settlement
MORGAN STANLEY: S&P Puts $3 Million Notes' B+ Rating on Watch
MORGAN STANLEY: Fitch Holds Low-B Ratings on $19.4 Mil. of Certs.

NEOPLAN USA: Taps Ballard Spahr as Bankruptcy Counsel
NEOPLAN USA: Submits Joint Chapter 11 Liquidating Plan
NEOPLAN USA: Disclosure Statement Hearing Set for September 21
NET2000 COMMS: Judge Walrath Approves Honeywell, Britphil Pacts
NORTHWEST AIRLINES: Securities Class Action Suit Dismissed

NORTHWEST AIRLINES: Can Assume Galileo Distribution Agreement
OWENS CORNING: Wants to Sell Ft. Lauderdale Plant for $18 Mil.
OWENS CORNING: Selling Olive Branch Assets to Jancor for $9 Mil.
POPULAR CLUB: U.S. Trustee Appoints Three-Member Committee
PROXIM CORP: Solicitation Period Stretched to September 29

PURADYN FILTER: June 30 Stockholders' Deficit Tops $4.8 Million
PUTNAM CBO: Fitch Holds CC Rating on $75.7 Million Notes
REAL ESTATE: Wants John Barr as Bankruptcy Counsel
REFCO INC: Chapter 11 Trustee's Settlement Agreement Draws Fire
REFCO INC: Ch. 11 Trustee Wants All RCM Pact Objections Overruled

ROTEC INDUSTRIES: General Claims Bar Date Set for October 6
SATELITES MEXICANOS: Seeks Bankr. Court OK of Compensation System
SEITEL INC: ValueAct Buy Proposal Prompts S&P's Developing Watch
SOUTHLAND SYSTEMS: Case Summary & 19 Largest Unsecured Creditors
SPECTRUM RESTAURANT: Case Summary & 20 Largest Unsecured Creditors

SYNERGY GROUP: Case Summary & 20 Largest Unsecured Creditors
TEXAS PETROCHEMICALS: Earns $14.7MM in 2006 Fourth Fiscal Quarter
T.F.D. BUS: Voluntary Chapter 11 Case Summary
TIGI CORP: Case Summary & 20 Largest Unsecured Creditors
TOM TAT: Case Summary & 14 Largest Unsecured Creditors

TOWER RECORDS: Taps O'Melveny & Myers as Bankruptcy Co-Counsel
TOWER RECORDS: Taps Richards Layton as Bankruptcy Co-Counsel
TOWER RECORDS: Wants Until Nov. 20 to File Schedules & Statement
TYRONE HOSPITAL: $4M Net Loss Prompts Merger Plan & Bankr. Warning
UNITEDHEALTH GROUP: Rejects Debt Holders Default Notice

USG CORP: Files Claims Settlement Report for Second Quarter
VANTAGEMED CORP: June 30 Stockholders' Deficit Tops $3.5 Million
VARTEC TELECOM: Ch. 7 Trustee Makes Final Distribution to IRs
VESTA INSURANCE: Bankruptcy Administrator Names Creditors' Panel
VILLAGES AT SARATOGA: Creditors Meeting Slated for September 7

VILLAGES AT SARATOGA: Court Sets Nov. 8 as Claims Filing Deadline
VISIPHOR CORP: Posts CDN$2 Mil. Net Loss in Second Quarter of 2006
VIVA INT'L: Restructuring Plans Facilitate Expansion & Financing
VOLUME SERVICES: Moody's Affirms B2 Rating on $215 Million Loan
WEEKS LANDING: Ask for September 30 Claims Bar Date

WESTBRIDGE PRINTING: Case Summary & 20 Largest Unsecured Creditors
WICKES INC: Solicitation Period Extended to September 20
WINBLE CORP: Voluntary Chapter 11 Case Summary
W.R. GRACE: Equity Panel Hiring Buchanan Ingersoll as Counsel
W.R. GRACE: Says David Slaughter Failed to Prove $1.375-Mil. Claim

ZIM CORP: Posts $567,725 Net Loss in 1st Fiscal Qtr. Ended June 30

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

                             *********

ABS CAPITAL: Moody's Junks $28 Million Priority Notes' Rating
-------------------------------------------------------------
Moody's Investors Service lowered its ratings on these classes of
notes issued by ABS Capital Funding, Ltd., a collateralized debt
obligation issuer:

   (1) The $15,000,000 Class B-1 Second Priority Notes, Due 2033
       Prior Rating: Caa2, on watch for possible downgrade
       Current Rating: Ca

   (2) The $13,000,000 Class B-2 Second Priority Notes, Due 2033
       Prior Rating: Caa2, on watch for possible downgrade
       Current Rating: Ca

According to Moody's, the current rating action reflects a
continued deterioration in the overall credit quality of the
underlying collateral pool which consists primarily of asset-
backed securities.  According to the deal surveillance reports as
of July 2006, the Weighted Average Rating Factor of the portfolio
was 2322, compared to the transaction's trigger level of 450 and
the diversity score was 18.6, compared to the trigger level of 20.
The overcollateralization level for the Class B Notes is currently
101.8% as compared with its trigger level of 101.4% and the
interest coverage level for the Class B Notes is currently 53.5%
as compared with its trigger level of 105%.


ADELPHIA COMMS: Hearing on Plan-Related Motions on Sept. 11 & 12
----------------------------------------------------------------
Nine banks ask the U.S. Bankruptcy Court for the Southern District
of New York to schedule a hearing on the Plan-Related motions for
Sept. 12, 2006, and a pre-trial conference with respect to each of
the Plan-Related Motions:

    * Wachovia Bank National Association, in its capacity as the
      UCA Administrative Agent;

    * Bank of America, N.A., in its capacity as the Century Cable
      Administrative Agent;

    * Bank of Montreal, in its capacity as the Olympus
      Administrative Agent;

    * PNC Bank, National Association;

    * Societe Generale, S.A.;

    * Merrill Lynch Capital Corp.;

    * Barclays Bank PLC;

    * Credit Suisse, Cayman Branch; and

    * CIBC, Inc.

The Plan-Related Motions include the Debtors and the Official
Committee of Unsecured Creditors' Disclosure Statement Approval
Motion, the ACC Senior Noteholders' Unseal Motion, the ACC Senior
Noteholders' Exclusivity Motion, and the Banks' Exclusivity
Motion.

The Ad Hoc Committee of Non-Agent Secured Lenders concurs with
the Administrative Agents' request for a Scheduling Order, and
believes that the scheduling of all Plan-Related Motions on a
single hearing date is appropriate and necessary to provide the
divergent constituencies with a level playing field, and to ensure
judicial economy.

The Court authorized the Banks to file their Scheduling Motion
under seal.  The Motion contains several quotes from the
transcript of a sealed status conference conducted by the Court on
July 6, 2006, to discuss the Monitor's process and the filing of
the Monitor's Report.

Calyon New York Branch and Toronto Dominion (Texas), LLC, also ask
Judge Gerber to continue the September 6 Hearing to consider
approval of the Second Disclosure Statement Supplement, and the
motion to establish noticing procedures and objection deadlines,
to a date no earlier than September 12, 2006.

Andrew Brozman, Esq., at Clifford Chance US, LLP, in New York,
relates that Calyon and Toronto Dominion are direct creditors of
the structurally senior operating companies -- the Obligor
Debtors.

Mr. Brozman notes that the Debtors and the Official Committee of
Unsecured Creditors have admitted that there are sufficient
proceeds of the Time Warner/Comcast transaction to pay all allowed
claims against the Obligor Debtors in full, leaving a substantial
sum over for the benefit of the structurally subordinated debtors.

However, Mr. Brozman says, the Creditors' Committee "has
thoroughly disregarded" the interests of Calyon and Toronto
Dominion in its rush to impose its agenda.

The haste with which the Creditors' Committee seeks to press its
plan is not beneficial, Mr. Brozman asserts.

The only basis proffered by the Creditors' Committee, Mr. Brozman
notes, is the cost of the continuing right of the lenders to
receive interest payments and the cost of continued Chapter 11
administration.  But, Mr. Brozman points out, it's no secret that
the Chapter 11 costs have been aggregating and the interest on
the bank debt has been earned.

"Whether the creditors of the Obligor Debtors in the exercise of
self-determination choose to propound their own plans or to
convert the cases of those debtors to chapter 7, one thing is
certain -- the result will be faster, less expensive and
infinitely better received.  To permit any of these creditors to
choose what is best for their estates, the Disclosure Hearing
must be re-set to accommodate the [termination motions] and other
prospective motions, including those to covert the cases or to
make them subject of a proper court order confirming the already
forsaken exclusive rights," Mr. Brozman says.

Judge Gerber sets the hearing on these motions for September 11
and 12, 2006 at 9:45 a.m. (prevailing New York time):

    (1) Debtors and Creditors' Committee's Joint Motion for an
        Order:

           (I) Approving Proposed Second Supplement to Disclosure
               Statement;

          (II) Fixing a Record Date;

         (III) Approving Forms of Ballots;

          (IV) Establishing Voting Deadlines;

           (V) Establishing Objection Procedures in Respect of
               Confirmation of Fifth Amended Joint Plan of
               Reorganization of Adelphia Communications
               Corporation and Certain of its Affiliated Debtors
               Under Chapter 11 of the Bankruptcy Code; and

          (VI) Granting Related Relief;

    (2) ACC Senior Noteholders' Motion to Unseal Record on Plan
        Issues and Adjudicate Intercompany Claims;

    (3) ACC Senior Noteholders' Motion to Terminate Exclusivity
        Pursuant to Section 1121(d) of the Bankruptcy Code; and

    (4) Banks' Joint Motion for Order Terminating Exclusivity or,
        Alternatively, Converting Certain Cases to Chapter 7 and
        Granting Related Relief.

Objections, if any, to the Disclosure Statement Motion must be
filed no later than 12:00 noon (prevailing New York time) on
August 30, 2006.

Objections, if any, to the Banks' Motion must be filed no later
than 5:00 p.m. (prevailing New York time) on September 8, 2006.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue Nos. 146; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ADELPHIA COMMS: Asks Court to Okay Scientific-Atlanta Settlement
----------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve their settlement with Scientific-Atlanta, Inc.

Scientific-Atlanta had done and continued to do substantial
amounts of business with the Debtors, and provided equipment and
services for use in the Debtors' operations, including digital
converter boxes used by the Debtors' cable subscribers to access
programming.

Scientific-Atlanta has asserted claims against certain of the
Debtors in their bankruptcy cases for goods and services provided
prepetition.  Specifically, Scientific-Atlanta filed four proofs
of claim:

    -- Claim 5511 against ACOM for $88,127,774;

    -- Claim 5512 against ACOM for $604,437;

    -- Claim 5513 against Adelphia Company of Western Connecticut
       for $588,366; and

    -- Claim 5514 against Tele-Media Company of Hopewell-Prince
       George for $358,813.

The Debtors have asserted various potential objections to
allowance of the Scientific-Atlanta Claims including:

    (1) objection to the allowance of certain of the Scientific-
        Atlanta Claims against Debtors other than ACOM;

    (2) objection to the amounts claimed by Scientific-Atlanta to
        the extent those amounts are not supported by the Debtors'
        books and records; and

    (3) objection to the Scientific-Atlanta Claims to the extent
        that Scientific-Atlanta purports to have a secured claim
        for some or all of the amounts claimed.

In addition, the Debtors have asserted that they have potential
affirmative claims against Scientific-Atlanta arising under the
Bankruptcy Code and applicable state and common law.

Specifically, the Debtors' Affirmative Claims include alleged
claims for:

    (1) aiding and abetting breaches of fiduciary duty by certain
        members of ACOM's former management in connection with
        certain transactions between ACOM and Scientific-Atlanta
        during 2000 and 2001 pursuant to which ACOM paid purported
        price increases to Scientific-Atlanta, and Scientific-
        Atlanta paid an equivalent amount to ACOM for purported
        "spot telecasting" and other marketing support services;

    (2) avoidance and recovery of actually or constructively
        fraudulent transfers made by ACOM on account of the
        purported price increases pursuant to Sections 544, 548
        and 550 of the Bankruptcy Code, and applicable state law;

    (3) avoidance and recovery of preferential transfers pursuant
        to Sections 547 and 550 of the Bankruptcy Code;

    (4) avoidance of purported liens asserted by Scientific-
        Atlanta against property of the Debtors' estates pursuant
        to Sections 544 and 550 of the Bankruptcy Code;

    (5) disallowance of the Scientific-Atlanta Claims pursuant to
        Section 502(D) of the Bankruptcy Code; and

    (6) equitable subordination of the Scientific-Atlanta Claims
        pursuant to Sections 105 and 510(c) of the Bankruptcy
        Code.

Following numerous discussions and negotiations with Scientific-
Atlanta over the course of several months in an effort to resolve
the Scientific-Atlanta Claims and the Debtors' Affirmative Claims
without litigation, the Debtors and Scientific-Atlanta have
agreed to a resolution of their claims.

Notwithstanding their settlement with Scientific-Atlanta, the
Debtors have commenced litigation against other unrelated parties
on claims that are factually and legally similar to the claims
resolved by the Settlement Agreement.

The Settlement Agreement involves two essential components:

    (1) the exchange of a mutual release as between the Debtors
        and S-A with respect to the S-A Claims and the Debtors'
        Affirmative Claims; and

    (2) a monetary recovery by the Debtors' estates.

Since the ACOM Debtors are currently pursuing claims against
other unrelated parties that are legally and factually similar to
the Debtors' Affirmative Claims against Scientific-Atlanta, the
specific terms of the Settlement are not publicly disclosed.

The ACOM Debtors ask the Court for permission to file the
Settlement Agreement under seal.  According to the ACOM Debtors,
disclosure of the terms of Settlement may be disadvantageous and
harmful to their position in the Pending Litigation.

The ACOM Debtors say they have discussed the Settlement Agreement
with counsel for the Official Committee of Unsecured Creditors,
and will provide counsel for the official committees with a copy
of the Settlement Agreement once a sealing order has been
obtained.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue Nos. 146; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED BIOTHERAPY: Inks Share Purchase and Debt Restructure Deal
------------------------------------------------------------------
Advanced Biotherapy, Inc., entered into an agreement to raise
$6,500,000 through a sale of stock to Richard P. Kiphart, a board
member, and Christopher Capps and other related parties, at $.015
per share.  In addition, Mr. Kiphart and other debt holders will
convert their debt at $.015 per share resulting in Mr. Kiphart
having personal control over approximately 80% of ADVB shares.
Immediately following the infusion of capital, payables will be
retired by both the use of cash as well as the conversion of some
portion to stock at the same $.015 price.  It is estimated that
ADVB will be virtually debt free and have approximately $6 million
in cash, following completion of the transaction.

The company will move its headquarters to Chicago, Illinois, from
Woodland Hills, California, and Christopher W. Capps has been
appointed Chief Executive Officer and Mr. Kiphart non-executive
Chairman of the Board.  It is the intention of management to
maintain the current intellectual property portfolio and seek
partnership with other companies for the licensing thereof.
Management believes that interest earned on the fully subscribed
amount of new capital, once received, will allow the company to
operate on a profitable basis.  Mr. Kiphart has funded $1,100,000
and expects the balance of the $6,500,000 to be funded in thirty
days upon satisfaction of certain conditions in the definitive
agreement.  In addition, ADVB intends to pursue acquisitions that
it believes can help it maintain its profitable operations.

The company intends to register as soon as possible a rights
offering allowing existing stockholders to purchase ten shares of
common stock at $.015 per share for every share held.

"I am excited to be more deeply involved with Advanced
Biotherapy," Mr. Kiphart said.  "The company has terrific
intellectual property and now has sufficient capital to allow it
to be profitable and consider acquisitions on a going forward
basis."

"On behalf of Richard Kiphart, the Board of Directors and the new
management team, I would like to commend and thank Edmond
Buccellato for his extraordinary personal efforts in establishing
the company's extensive patent portfolio and enabling it to reach
a stage that allows the company to pursue licensing and other
partnership opportunities," Thomas J. Pernice, a member of the
Board of Directors, stated.

                    About Advanced Biotherapy

Headquartered in Chicago, Illinois, Advanced Biotherapy, Inc.
(OTCBB: ADVB) -- http://www.advancedbiotherapy.com/-- develops
effective antibody-based treatments for those who suffer from
certain autoimmune diseases, including AIDS, multiple sclerosis,
rheumatoid arthritis, corneal transplant rejection and certain
autoimmune skin conditions.  Advanced Biotherapy has laboratories
in Columbia, Maryland.  The company has an extensive patent
portfolio including 7 issued patents.

At June 30, 2006, the Company reported assets of $1,188,813 and
liabilities of $7,010,843, resulting in a stockholders' deficit of
$5,822,030.


AFFYMETRIX INC: Defaults Under 0.75% Senior Note Indenture
----------------------------------------------------------
Affymetrix Inc. received a notice of default on Aug. 17 under the
indenture governing its $120 million 0.75% Senior Convertible
Notes due 2033 from noteholders owning over 25% of the principal
amount of the outstanding notes.

The default notice came as a result of the filing delay of the
company's Form 10-Q for the quarter ended June 30, 2006, with the
U.S. Securities and Exchange Commission, in light of Affymetrix's
decision to restate its financial statements.

Under the indenture, the Company has 60 days to cure a breach.  If
the company does not cure the breach within that period, either
the trustee or the holders of at least 25% aggregate principal
amount of outstanding Notes may accelerate the maturity of the
Notes, causing the outstanding principal amount plus accrued
interest to be immediately due and payable.

The Company expects to file its restated financial statements and
its Form 10-Q for the period ending June 30, 2006, by
Sept. 30, 2006, which would cure the purported default.

All required interest and principal payments have been timely made
on the Notes.  As of June 30, 2006, the Company had approximately
$261 million of cash and short-term investments.

                     About Affymetrix

Headquartered in Santa Clara, California, Affymetrix Inc. --
http://www.affymetrix.com/-- analyzes complex genetic information
that are used by pharmaceutical, biotechnology, agrichemical,
diagnostics and consumer products companies.  The Company has
manufacturing facilities in Sacramento, California, and Bedford,
Massachussetts, and maintains important sales and marketing
operations in Europe and Asia and has about 1,100 employees
worldwide.


AMERIQUEST MORTGAGE: Net Losses Cue S&P to Cut Rating on Class M-4
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-4
from Ameriquest Mortgage Securities Inc. series 2002-2 to 'B' from
'BB'.  The rating remains on CreditWatch with negative
implications.  Concurrently, the ratings on three classes from
Ameriquest Mortgage Securities Inc. series 2002-4 and 2003-2 are
placed on CreditWatch with negative implications (see list).

The rating on class M-4 from series 2002-2 was previously lowered
to 'BB' and placed on CreditWatch with negative implications on
May 9, 2006.  The downgrade and the continued CreditWatch
placement reflect moderate monthly net losses that have exceeded
monthly excess interest since the last rating action.  As of the
August 2006 remittance period, historical losses totaled
$11,706,060 and had eroded overcollateralization (o/c) to
$2,116,494, which is below the current target of $3,750,000.
While class M-4 remains locked out from receiving principal, the
o/c continues to decline by approximately $251,460 every month
based on the six-month average.  Severely delinquent loans total
approximately $5,344,000.

The CreditWatch placements of the ratings on class M-4 from series
2002-4 and classes M-3 and M-4 from series 2003-2 reflect current
credit support levels that are lower than Standard & Poor's
original expectations and projected credit support levels that are
either negative or lower than the required credit enhancement at
the given rating levels.  These projections are based on Standard
& Poor's expected loss severity for the moderate level of
delinquent loans in these pools.  As of the August 2006 remittance
period, monthly net losses for both transactions were moderately
outpacing monthly excess interest, thereby eroding the amount of
o/c. Serious delinquencies were $16.4 million for series 2002-4
and $7.9 million for series 2003-2, while cumulative losses were
1.20% and 1.41%, respectively, of the original pool balances.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch negative.  If
delinquent loans cure to a point at which projections turn
positive and actual credit support becomes sufficient at the
respective rating levels, we will affirm the ratings and remove
them from CreditWatch negative.  Conversely, if delinquencies
translate into substantial realized losses in the upcoming months
and continue to erode credit enhancement, we will take further
negative rating actions on these four classes.

Credit support is provided by subordination, o/c, and, to a lesser
extent, excess spread. The collateral consists of 30-year,
adjustable-rate, fully amortizing subprime mortgage loans secured
by first liens on one- to four-family residential properties.

         Rating Lowered and Remaining on Creditwatch Negative

                  Ameriquest Mortgage Securities Inc.

                                          Rating
                                          ------
   Series      Class             To                  From
   ------      -----             --                  -----
   2002-2      M-4               B/Watch Neg         BB/Watch Neg

                 Ratings Placed on Creditwatch Negative

                  Ameriquest Mortgage Securities Inc.

                                               Rating
                                               ------
         Series      Class             To                  From
         ------      -----             --                  ----
         2002-4      M-4               BBB-/Watch Neg      BBB-
         2003-2      M-3               BBB/Watch Neg       BBB
         2003-2      M-4               BBB-/Watch Neg      BBB-


ANVIL HOLDINGS: Proceeds with Debt Restructuring
------------------------------------------------
Anvil Holdings, Inc., and certain of its U.S. subsidiaries,
including Anvil Knitwear, Inc. and Spectratex, Inc., fka
Cottontops, Inc., disclosed that it has reached an agreement in
principle with  an ad hoc committee representing the holders of
the Company's 10.875% Senior Notes on the terms of a capital
restructuring transaction that, if completed, would effect a
substantial deleveraging and strengthening of the Company's
balance sheet through a pre-negotiated chapter 11 case.

The members of the Committee collectively own or control
approximately 50% of the Notes.  It is contemplated that trade
creditors would be left unimpaired in the restructuring.

The Company intends to continue conducting its operations in the
usual fashion, providing its typical high level of service to its
customers, as it works towards implementing its restructuring
plan.  The Company intends to pay its suppliers for all goods and
services in the ordinary course of business, and all employees
will continue to be paid according to their normal schedule.  The
Company anticipates having adequate financial resources to operate
normally.

Anthony Corsano, President and CEO, said, "This financial
restructuring is a key pillar in the transformation of the Company
as our operating performance has been hampered by our debt burden.
A substantial deleveraging transaction will give us access to the
free cash flow we need to enable the Company to capitalize on
continuing growth opportunities and solidify Anvil's position as a
leading supplier of quality active wear to the apparel industry.
We are quite satisfied with the progress we have made and believe
it is a very positive development for our vendors, our customers
and our company.  We thank all of our customers and suppliers for
their continuing support of Anvil through this process."

The terms of the proposed restructuring, subject to definitive
documentation, is available for free at:

          http://researcharchives.com/t/s?10ae

Anvil Holdings, Inc., which operates primarily through its
subsidiary Anvil Knitwear, Inc., designs, manufactures and markets
high quality activewear for men, women and children, including
short and long sleeve T-shirts, sport shirts and niche products,
all in a variety of styles and fabrications.  These activewear
products are supplemented with caps, towels, robes and bags.  The
Company sells its products primarily to distributors, screen
printers and private label brand owners, principally in the United
States.  The Company's brands include the Anvil, Cotton Deluxe,
chromaZONE and TowelsPlus brand names and the Anvil logo

                           *     *     *

As reported in the Troubled Company Reporter on June 9, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and unsecured debt ratings on Anvil Knitwear Inc. and parent Anvil
Holdings Inc. to 'CC' from 'CCC+'.  S&P said the outlook is
negative.


ARMSTRONG WORLD: Wants Exclusivity Extended to Consummate Plan
--------------------------------------------------------------
Armstrong World Industries, Inc., and its debtor-affiliates ask
the Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to further extend their exclusive periods to
file a plan of reorganization to March 6, 2007, and to solicit
acceptances of that plan until May 8, 2007.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, says sufficient cause exists to extend the
Exclusive Periods in light of the recent rulings relating to
Armstrong World Industries, Inc.'s bankruptcy cases.

U.S. District Court Judge Eduardo C. Robreno overruled on
Aug. 14, 2006, the objection of the Official Committee of
Unsecured Creditors that the Modified Plan discriminates unfairly
the Class 6 unsecured creditors.  On August 18, 2006, the District
Court entered an order confirming AWI's Modified Plan.

Mr. Madron says AWI is now focusing on taking the next steps to
emergence as early as practicable, but still faces uncertainty.
AWI cannot determine whether the Creditors Committee intends to
pursue an appeal from the District Court's Orders.

The extension, according to Mr. Madron, will:

   (a) provide AWI with the ability to consummate its Modified
       Plan; and

   (b) enable AWI's wholly owned subsidiaries, Nitram
       Liquidators, Inc., and Desseaux Corporation of North
       America, Inc., to pursue plans in their Chapter 11 cases.

If the Exclusive Periods expire, any party-in-interest may propose
a plan, Mr. Madron points out.  The possibility of a third-party
plan may adversely affect AWI's efforts to consummate the Modified
Plan.

In addition, Nitram and Desseaux, while not included in the
Modified Plan, have made substantial progress in resolving the
issues relating to their bankruptcy cases, Mr. Madron notes.

Desseaux's sole assets is its equity in Nitram, so a resolution of
Nitram's liabilities is critical to determining whether Desseaux's
estate has any value, Mr. Madron explains.

Nitram's liabilities relate primarily to certain non-asbestos
related personal injury actions that had been pending against it
as of the Debtors' petition date, as well as breach of contract
claims asserted by Southwest Recreational Industries, the
prepetition purchaser of Nitram's business.

During the course of Nitram's bankruptcy case, Nitram has agreed
to a modification of the stay to permit the personal injury
actions to be adjudicated outside of bankruptcy, Mr. Madron
relates.  "Some of these actions have been resolved, and Nitram
hopes to resolve the others in due course."

As to Southwest's claim, Mr. Madron notes that the parties have
agreed in June 2004 to resolve their disputes.

Mr. Madron also relates that Nitram's largest asset is its claim
against Southwest, recovery on which is dependent on the outcome
of Southwest's own bankruptcy case, which was converted to a
Chapter 7 liquidation in 2006.

The Bankruptcy Court will convene a hearing on September 25, 2006,
at 9:45 a.m., to consider the Debtors' request.  Objections, if
any, are due September 8.

By application of Del.Bankr.LR 9006-2, the Debtors' Exclusive
Periods is automatically extended until the Court rules on the
request.

                      About Armstrong World

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities. (Armstrong Bankruptcy News, Issue No. 100; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ARGENT SECURITIES: Fitch Rates $17 Million Certificates at BB
-------------------------------------------------------------
Argent Securities Inc. asset-backed pass-through certificates,
series 2006-M2, are rated by Fitch Ratings as:

    -- $1.326 billion classes A-1, A-2A, A-2B, A-2C, A-2D
       certificates 'AAA';

    -- $88.4 million class M-1 'AA+';

    -- $73.9 million class M-2 'AA';

    -- $26.3 million class M-3 'AA';

    -- $35.7 million class M-4 'A+';

    -- $26.3 million class M-5 'A';

    -- $19.5 million class M-6 'A-';

    -- $24.6 million class M-7 'BBB+';

    -- $14.4 million class M-8 'BBB';

    -- $13.6 million class M-9 'BBB';

    -- $10.2 million class M-10 'BBB-'

    -- $17.0 million privately offered class M-11 'BB'.

Credit enhancement (CE) for the 'AAA' rated class A certificates
reflects the 22.00% CE provided by classes M-1 through M-11
certificates, monthly excess interest and initial over
collateralization (OC) of 1.40%.  CE for the 'AA+' rated class M-1
certificates reflects the 16.80% CE provided by classes M-2
through M-11 certificates, monthly excess interest and initial OC.
CE for the 'AA' rated class M-2 certificates reflects the 12.45%
CE provided by classes M-3 through M-11 certificates, monthly
excess interest and initial OC.  CE for the 'AA' rated class M-3
certificates reflects the 10.90% CE provided by classes M-4
through M-11 certificates monthly excess interest and initial OC.
CE for the 'A+' rated class M-4 certificates reflects the 8.80% CE
provided by classes M-5 through M-11 certificates, monthly excess
interest and initial OC.

CE for the 'A' rated class M-5 certificates reflects the 7.25% CE
provided by classes M-6 through M-11 certificates, monthly excess
interest and initial OC.  CE for the 'A-' rated class M-6
certificates reflects 6.10% CE provided by classes M-7 through M-
11 certificates, monthly excess interest and initial OC.  CE for
the 'BBB+' rated class M-7 certificates reflects the 4.65% CE
provided by classes M-8 through M-11 certificates, monthly excess
interest and initial OC.  CE for the 'BBB' rated class M-8
certificates reflects the 3.80% CE provided by classes M-9 and M-
11 certificates, monthly excess interest and initial OC. CE for
the 'BBB' rated class M-9 certificates reflects the 3.00% CE
provided by classes M-10 and M-11 certificates, monthly excess
interest and initial OC.  CE for the 'BBB-' rated class M-10
reflects the 2.40% CE provided by the class M-11 certificate,
monthly excess interest and initial OC.  CE for the 'BB' rated
privately offered class M-11, provided by monthly excess interest
and initial OC of 1.40%.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as master servicer.  Deutsche Bank
National Trust Company will act as trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate principal balance of $919,721,079, and the average
balance of the mortgage loans is approximately $169,753.  The
weighted average loan rate is approximately 8.350%.  The weighted
average remaining term to maturity (WAM) is 357 months.  The
weighted average original loan-to-value (OLTV) ratio is 80.64%.
The properties are primarily located in California (14.71%),
Florida (12.27%), Illinois (8.52%), Arizona (7.56%), Maryland
(5.50%), and New Jersey (5.13%).  All other states represent less
than 5% of the Group I pool balance as of the cut-off date.

As of the cut-off date, the Group II mortgage loans have an
aggregate principal balance of $780,357,774, and the average
balance is approximately $286,265.  The weighted average loan rate
is approximately 8.288%.  The WAM is 358 months.  The weighted
average OLTV ratio is 81.96%.  The properties are primarily
located in California (45.45%), Florida (13.98%), Arizona (5.69%),
and New York (5.12%).  All other states represent less than 5% of
the Group II pool balance as of the cut-off date.

The mortgage loans were originated or acquired by Argent Mortgage
Company, L.L.C and Ameriquest Mortgage Company.  Argent Mortgage
Company LLC is a subsidiary of Ameriquest Mortgage Company.
Ameriquest Mortgage Company is a specialty finance company engaged
in the business of originating, purchasing and selling retail and
wholesale sub prime mortgage loans.


ASSET BACKED: S&P Cuts Ratings on Class M4 Certificates to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M4 certificate from Asset Backed Securities Corp. Home Equity Loan
Trust 2002-HE3 to 'BB' from 'BBB-'.  The rating remains on
CreditWatch with negative implications, where it was placed
July 19, 2006.

The subordinate certificates for this transaction consist of
component classes.  These component classes are divided between
two loan groups.  As such, the rating on the subordinate
certificates is dependent on the performance of each loan group.
If one loan group is performing poorly, the rating on the
subordinate certificates must be lowered, which in turn affects
the ratings on both loan groups.

The lowered rating and CreditWatch placement reflect reduced
credit support to the II-M4 component class caused by realized
losses that have exceeded excess spread.  During the previous
eight remittance periods, realized losses have outpaced excess
spread by approximately 1.87x.  The failure of excess spread to
cover monthly realized losses has caused an overcollateralization
deficiency of $1,529,666.  As of the July 2006 distribution date,
overcollateralization was $1,270,658, below its target balance of
$2,800,325 by approximately 55%. Cumulative realized losses
represent 1.38% of the original pool balance, while severely
delinquent loans (90-plus days, foreclosure, and REO) represent
17.21% of the current pool balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  If realized losses continue to outpace excess
interest and the level of overcollateralization continues to
decline, S&P will take additional negative rating actions.
Conversely, if realized losses stop outpacing monthly excess
interest and the level of overcollateralization rebuilds to its
target balance, we will affirm the rating and remove it from
CreditWatch.

Credit support for this transaction is provided through a
combination of excess spread, overcollateralization, and
subordination.  The underlying collateral consists of closed-end,
first-lien, fixed- and adjustable-rate mortgage loans with
original terms to maturity of no more than 30 years.

         Rating Lowered and Remaining on Creditwatch Negative

                     Asset Backed Securities Corp.
                    Home Equity Loan Trust 2002-HE3

                                  Rating
                                  ------
                   Class   To               From
                   -----   --               ----
                   M4      BB/Watch Neg     BBB-/Watch Neg

                      Other Outstanding Ratings

                     Asset Backed Securities Corp.
                    Home Equity Loan Trust 2002-HE3

                           Class     Rating
                           -----     ------
                           II-M1     AA
                           M2        A
                           M3        BBB


ASSET SECURITIZATION: Litigation Resolution Cues S&P to Up Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of Asset Securitization Corp.'s commercial mortgage pass-
through certificates from series 1997-D5 and removed them from
CreditWatch with developing implications, where they were placed
Aug. 14, 2006.

Concurrently, the rating on class A-8Z is raised, as are the
ratings on three other classes that had previously been set to 'D'
due to cumulative interest shortfalls.  In addition, the ratings
on four other classes are affirmed.

The rating actions follow the resolution of extensive litigation
related to the eighth-largest loan, which is secured by Doctors
Hospital of Hyde Park.  The resolution of the litigation cleared
up significant uncertainties surrounding trust cash flows, which
resulted in the upgrades of the classes with ratings previously on
CreditWatch developing, as well as those with ratings that were
previously set to 'D', which are expected to receive timely
interest going forward.

With the exception of class A8-Z, all of the raised and affirmed
ratings reflect adequate credit support through various stress
scenarios and the expectation of timely interest.  In addition,
the senior classes benefit from significant defeasance within the
pool (28%).  The upgrade of class A-8Z reflects the improved loan-
to-value ratio of the combined Comsat junior and senior loans,
which resulted from a substantial reduction in principal since
issuance.

The litigation in question included claims by the special
servicer, ORIX Capital Markets LLC, in the name of the trustee,
LaSalle Bank N.A., on behalf of the trust, against the depositor
and the loan seller.  The claims included, among other things,
that the loan was not a qualified mortgage, which is a breach of
representations and warranties made by the depositor and the loan
seller at the time of securitization.

As a result of the settlement, the trust received a lump sum cash
payment of $67.5 million.  All but $2.7 million was distributed to
certificateholders, in the form of a $14.4 million principal
payment to class A-1B and the reimbursement of cumulative interest
shortfalls on six classes, including classes A-5, A-6, and B-1.
The trust also realized a $29.9 million principal loss, which
affected four classes.  The remaining $2.7 million is being held
in reserve to cover litigation expenses related to the breach
claim that have been incurred but remain unpaid, and to cover
future expenses related to bankruptcy litigation surrounding the
loan, estimates of which ORIX believes to be reasonable and
conservative.  The suit is not expected to go to trial until
July 2007.  The loan still remains trust collateral, as part of
the settlement with Nomura Asset Capital Corp.  NACC has received
the rights, title, and interest to the real property, and as a
result will recover and benefit from any future sale of the
property.  NACC will pay any future expenses related to the
property.

As of Aug. 16, 2006, the collateral pool consisted of 139 loans
with an aggregate balance of $1.38 billion, down from 155 loans
with a balance of $1.79 billion at issuance.  The master servicer,
KeyBank Corp., provided year-end 2005 financial information for
91% of the pool.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage ratio (DSCR)
of 1.43x for the pool, up from 1.33x at issuance.  All of the
loans in the pool are current.  To date, the trust has experienced
12 losses totaling $74.3 million.

The current top 10 loan exposures secured by real estate have an
aggregate outstanding balance of $571.7 million (41%).  The
weighted average DSCR for the top 10 exposures was 1.31x for year-
end 2005, a decrease from 1.44x at issuance.  The drop in DSC
occurred because six of the top 10 loans reported decreases in net
cash flow of 10% or more since issuance.  Standard & Poor's
reviewed property inspections provided by KeyBank for all of the
assets underlying the top 10 exposures, and all were characterized
as "good" or "excellent."

There are two loan exposures totaling $27.9 million with the
special servicer.  The Hermalin Multifamily pool, the larger loan
exposure, has an unpaid principal balance of $22.3 million (2%)
and is secured by three multifamily apartment complexes in Waco,
Texas.  The loan was transferred to the special servicer due to
imminent default.  The loan is current, and the borrower is
continuing to pay the loan as agreed pending negotiations for a
loan payoff with a prepayment premium.  Based on the May 2006
appraisals for all three properties, a loss is not expected upon
the resolution of these assets.

Gateway Center, the smaller loan ($5.6 million, 0.50%) with the
special servicer, is secured by a 778,817-sq.-ft. industrial
property built in 1950 in Pottstown, Pennsylvania.  The loan was
transferred to ORIX after the borrower indicated its inability to
pay its debt service after the largest tenant (49% net rentable
area) vacated the property.  The special servicer is currently
evaluating the borrower's request for an extension of a prepayment
option and debt service relief.  There are environmental concerns
surrounding the collateral because it is adjacent to a Superfund
site currently owned by Occidental Chemical.  The collateral
property was once part of the Occidental plant and shares
utilities with this plant, which was closed in 2005.  Occidental
plans to demolish the plant; however, the borrower of Gateway is
suing Occidental because utilities would not be available to
Gateway Center.  Standard & Poor's incorporated multiple loss
projections due to the current environmental and litigation
uncertainties.

KeyBank reported a watchlist of 31 loans ($290.9 million, 21%),
which includes four of the top 10 loan exposures.  The AM South
loan is the largest loan on the watchlist and the fifth-largest
loan in the pool, with an unpaid principal balance of
$52.6 million (4%).  The loan is secured by a 32-story class A
office building constructed in 1989 in downtown Birmingham,
Alabama.  The loan was placed on the watchlist due to a low year-
end 2005 DSCR of 1.07x that resulted from low occupancy (72%).
According to the master servicer, one tenant intends to renew its
lease and expand its space, which would increase occupancy to 85%.

The Century Building is the sixth-largest loan ($46.6 million, 3%)
and is secured by a 351,765-sq.-ft. class B office building in
Crystal City, Virginia, one mile from the Pentagon and Reagan
National Airport.  The property was built in 1973 and renovated in
1987.  The loan was placed on the watchlist due to a low DSCR.
The year-end 2005 DSCR was 1.05x, and occupancy was 71%.  The
decline in DSC was primarily due to an increase in capital
expenditures.

The Westin Casuarina Resort is the eighth-largest loan and has an
outstanding principal balance of $38.1 million.  A 341-room full-
service luxury hotel in the Grand Cayman Islands secures this
loan.  The loan was placed on the watchlist due to a decline in
DSCR.  The year-end 2005 DSCR was 1.14x, and occupancy was 48%.
For the trailing 12 months ended March 31, 2006, the DSCR improved
to 1.59x.

The 10th-largest loan exposure, the San Malls Retail pool, has an
unpaid principal balance of $33.1 million (2%) and is secured by
two retail malls in Houston, Texas, totaling 574,762 sq. ft.  The
loan was placed on the watchlist due a low combined DSCR of 1.06x.
The Alameda Mall has exhibited solid performance, with a DSCR of
1.54x and 96% occupancy.  The Northwest Mall reported weak
performance, with a DSCR of 0.58x and 41% occupancy.

The remaining loans on the watchlist primarily have low DSCRs,
occupancy issues, and/or upcoming lease expirations.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced loans and those
on the watchlist.  The expected losses and resultant credit
enhancement levels adequately support the current rating actions.

      Ratings Raised and Removed from Creditwatch Developing

                     Asset Securitization Corp.
          Commercial mortgage pass-through certificates
                          series 1997-D5

                   Rating
                   ------
     Class     To        From             Credit enhancement(%)
     -----     --        ----             ---------------------
     A-2       AAA       AA-/Watch Dev             19.17
     A-3       AA+       A-/Watch Dev              15.29
     A-4       A+        BB/Watch Dev              13.35

                          Ratings Raised

                     Asset Securitization Corp.
          Commercial mortgage pass-through certificates
                          series 1997-D5

                      Rating
                      ------
         Class     To        From   Credit enhancement(%)
         -----     --        ----   ---------------------
         A-5       A-        D              10.44
         A-6       BBB-      D               7.20
         B-1       B         D               2.67
         A-8Z      A         A-               N/A

                         Ratings Affirmed

                     Asset Securitization Corp.
          Commercial mortgage pass-through certificates
                          series 1997-D5

            Class       Rating   Credit enhancement(%)
            -----       ------   ---------------------
            A-1B        AAA             29.52
            A-1C        AAA             29.52
            A-1D        AAA             29.52
            A-1E        AAA             25.64


ATLANTIC MUTUAL: Failure to Pay Cues Moody's to Downgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the surplus note rating of
Atlantic Mutual Insurance Company to C from Caa3.  In the same
action, Moody's downgraded the insurance financial strength rating
of Atlantic Mutual and its subsidiaries to B3 from B1 with a
negative outlook.  Both ratings will be subsequently withdrawn for
business reasons.

According to Moody's, the rating downgrades reflect the company's
apparent failure to pay interest on its surplus notes due August
15th, substantial uncertainty over the company's future business
prospects, the risk of further adverse reserve development, and a
further weakening of the company's statutory surplus position.

The last rating action occurred on March 10, 2006, when Moody's
downgraded the company's surplus note rating to Caa3 from B1 and
the insurance financial strength rating of Atlantic Mutual and it
subsidiaries to B1 from Baa3.

These ratings were downgraded and will be withdrawn:

Atlantic Mutual Insurance Company

   * surplus notes to C from Caa3
   * insurance financial strength to B3 from B1;

Centennial Insurance Company

   * insurance financial strength to B3 from B1;

ALICOT Insurance Company

   * insurance financial strength to B3 from B1.

Atlantic Mutual Insurance Company, based in New Jersey, writes
primarily personal lines insurance.  For the six months ended June
30, 2006, the company reported a statutory net loss of
$5 million and policyholders' surplus was $139.1 million as of
June 30, 2006.


BANK OF AMERICA: Fitch Holds Low-B Ratings on Six Classes
---------------------------------------------------------
Fitch Ratings upgrades Bank of America Commercial Mortgage
Securities 2004-1 as:

    -- $31.5 million class B to 'AAA' from 'AA';
    -- $13.3 million class C to 'AA+' from 'AA-';
    -- $29.9 million class D to 'A+' from 'A';
    -- $13.3 million class E to 'A' from 'A-'.

In addition, Fitch affirms these classes:

    -- $58.7 million class A-1 at 'AAA';
    -- $290.2 million class A-1A at 'AAA';
    -- $128 million class A-2 at 'AAA';
    -- $100.1 million class A-3 at 'AAA';
    -- $521.9 million class A-4 at 'AAA';
    -- Interest-only (IO) class X-C at 'AAA';
    -- Interest-only (IO) class X-P at 'AAA';
    -- $18.2 million class F at 'BBB+';
    -- $11.6 million class G at 'BBB';
    -- $19.9 million class H at 'BBB-';
    -- $6.6 million class J at 'BB+';
    -- $6.6 million class K at 'BB';
    -- $8.3 million class L at 'BB-';
    -- $8.3 million class M at 'B+';
    -- $3.3 million class N at 'B';
    -- $3.3 million class O at 'B-';

Fitch does not rate the $21.6 million class P.

The rating upgrades are due to defeasance and paydown since
issuance. Two loans (3.7%) have defeased, including one of the top
10 loans (2.8%).  In addition, as of the August 2006 distribution
date, the pool has paid down 2.5% to $1.29 billion from
$1.33 billion at issuance.

Fitch maintains investment grade credit assessments on two loans
in the trust: the Leo Burnett Building (9.3%) and the Hines-
Sumitomo Life Office Portfolio (8.1%) loans.  The debt service
coverage ratios (DSCR) are calculated using servicer reported
year-end (YE) net operating income (NOI) less Fitch reserves and a
stressed reference constant.

The Leo Burnett Building is a 1.1 million square foot office
property located in Chicago, Illinois.  Occupancy increased to
100% as of YE 2005 from 98.2% at issuance.  Based on the YE 2005
servicer-reported financials, the Fitch stressed debt service
coverage ratio (DSCR) has improved to 1.94 times (x) versus 1.66x
at issuance.

The Hines Sumitomo portfolio is secured by three office
properties, with a total of 1.2 million square feet.  Two of the
office properties are located in New York, and one is located in
Washington, DC.  The overall occupancy declined to 94.7% as of YE
2005 from 97.7% at issuance.  However, the Fitch stressed DSCR for
YE 2005 improved to 1.77x versus 1.71x at issuance.

Net cash flow for Hillsborough Promenade (3.1%), the sixth largest
loan in the pool, has declined by 24.6% as of YE 2005 since
issuance.  The loan is secured by an anchored retail property,
totaling 416,858 square feet, located in Hillsborough Township,
New Jersey.  As of YE 2005, the servicer-reported DSCR (based on
net cash flow) dropped to .99x from 1.31x at issuance. However,
occupancy remains at 100% as of March 2006.  The decline in
performance is the result of a one-time increase in expenses. In
addition, the loan is secured by a high quality asset and benefits
from experienced sponsorship and management.  Fitch will continue
to monitor the performance of this loan.


BEELER TREES: Case Summary & 56 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Beeler Trees, Inc.
             2731 Simpson Circle
             Norcross, GA 30071

Bankruptcy Case No.: 06-69921

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Beeler Mulch, Inc.                         06-69933
      Beeler Hauls, Inc.                         06-69935

Type of Business: The Debtors provide expert tree care, from
                  tree pruning to complete tree removal, to
                  both residential and commercial customers.
                  See http://www.beelertrees.com/

Chapter 11 Petition Date: August 17, 2006

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: Richard E. Thomasson, Esq.
                  Hanes & Thomasson
                  3355 Lenox Road, Suite 875
                  Atlanta, GA 30326
                  Tel: (404) 816-1700
                  Fax: (404) 816-1108

                           Total Assets       Total Debts
                           ------------       -----------
Beeler Trees, Inc.           $1,800,000        $1,594,236
Beeler Mulch, Inc.                   $0           $72,943
Beeler Hauls, Inc.                   $0          $123,718


A. Beeler Trees, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Stump Eliminator                                      $36,988
   P.O. Box 1811
   Lilburn, GA 30518

   BB&T Bankcard Corporation                             $17,028
   P.O. Box 580363
   Charlotte, NC 28258

   Citgo/Meridian Crest                                  $13,701
   5910 Jimmy Carter
   Norcross, GA 30071

   SMG                                                    $7,281

   First Pro Incorporated                                 $6,022

   Multiline Marketing                                    $4,500

   Trinity Crane                                          $4,380

   BB&T Bankcard Corporation                              $3,570

   Heaton Erecting                                        $3,093

   Revenue Cycle Management                               $2,144

   Lowe's Business Account                                $1,930

   Home Depot                                             $1,876

   Howard Brothers Inc.                                   $1,564

   Wireless Consulting Inc.                               $1,296

   Hill Tire Company                                        $967

   Red Wing Shoes                                           $628

   Truck-Pro, Inc.                                          $590

   Paul Reubens Painting                                    $580

   Office Depot                                             $574

   Southeastern Equipment Co.                               $546


B. Beeler Mulch, Inc.'s 16 Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Becker Underwood                                      $31,725
   P.O. Box 535038
   Atlanta, GA 30353

   Citgo/Meridian Crest                                  $19,069
   5910 Jimmy Carter
   Norcross, GA 30071

   Rotochopper                                            $5,553
   P.O. Box 295
   217 West Street
   Saint Martin, MN 56376

   Super Mulch of Atlanta                                 $5,000

   American Interstate Insurance                          $2,475

   Yancy Power Systems                                    $2,205

   T.H. Glennon Co., Inc.                                 $1,822

   MultiLine Marketing                                    $1,500

   Aero Hardware & Supply, Inc.                             $992

   NE Auto Electric & Diesel                                $821

   Wholesale Wood Products, Inc.                            $686

   Genuine Parts Company                                    $309

   Wood-Tech, LLC                                           $254

   Pinnacle Directory Co., Inc.                             $218

   Georgia Green Industry Association                       $175

   Visual Media                                             $134


C. Beeler Hauls, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Citgo                                                 $44,921
   5910 Jimmy Carter Boulevard
   Norcross, GA 30071

   Metro Directories, LLC                                $10,750
   P.O. Box 941009
   Atlanta, GA 31141

   Donzi Lane Landfill                                    $6,958
   APAC - Southeast, Inc.
   P.O. Box 116614
   Atlanta, GA 30368

   ADS/Eagle Point Landfill                               $5,821

   Vermeer Southeast Sales & Serv                         $4,451

   Waste Management                                       $4,373

   Vulcan Materials                                       $4,008

   Hill Tire Company                                      $3,868

   Wood-Tech, LLC                                         $3,120

   Allied Insurance                                       $2,642

   Southern Directory Publishing                          $2,595

   Waste Management of Chadwick Road                      $2,500

   Metrac, Inc.                                           $2,119

   Waste Management of Plant Atkinson                     $2,052

   Eubanks Trucking                                       $1,907

   Smith Welding Products, Inc.                           $1,882

   Waste Management of Lawrenceville                      $1,678

   Nextran Truck Center                                   $1,515

   Trinity Outdoor, LLC                                   $1,500

   R&M Grading & Hauling                                  $1,435


C2 GLOBAL: June 30 Balance Sheet Upside-Down by $78.9 Million
-------------------------------------------------------------
At June 30, 2006, C2 Global Technologies Inc.'s balance sheet
showed total stockholders' deficit of $78,912,000 from total
assets of $2,126,000 and total liabilities of $81,038,000.

The Company's balance sheet at June 30 also showed strained
liquidity with $702,000 in total current assets and $79,785,000
in total current liabilities.

For the three months ended June 30, 2006, the Company incurred
A net loss of $2,793,000.

In its June 30 quarterly filing with the Securities and Exchange
Commission, the Company said that it has not realized revenues
from continuing operations during the last two years.  In
addition, management believes that the Company cannot obtain
additional financing in order to pursue expansion through
acquisition.

The Company has commenced litigation to realize value from its
intellectual property, however, management said there is no
certainty that the Company's litigation will be successful.

Full-text copies of the Company's financial statements for the
quarter ended June 30, 2006 are available for free at:

              http://researcharchives.com/t/s?10a1

                            Going Concern Doubt

On March 27, 2006, BDO Seidman LLP and PricewaterhouseCoopers LLP
expressed substantial doubt about C2 Global Technologies Inc. and
subsidiaries' ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005 and 2004.  The auditing firms pointed to the
Company's recurring losses, negative cash flows from operations
and net capital deficiency.

C2 Global Technologies Inc. -- http://www.c-2technologies.com/
-- is focused on licensing its patents, which include two
foundational patents in Voice over Internet Protocol technology.
C2 plans to realize value from its intellectual property by
offering licenses to service providers, equipment companies and
end-users that are deploying VoIP networks for phone-to-phone
communications.


CABLEVISION SYSTEMS: Lenders Agree to Postpone Default
------------------------------------------------------
Cablevision Systems Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that certain of its
lenders have agreed to give the Company more time to deliver
certain financial information.

The Company and CSC Holdings, Inc., had previously reported that,
as a result of a voluntary review, they had determined that the
grant date and exercise price assigned to a number of stock
options and SAR grants during the 1997-2002 period did not
correspond to the actual grant date and the closing price of the
Company's common stock on that day.  The Company and CSC indicated
that they would need to restate previously issued financial
statements and would be unable to file their Quarterly Report on
Form 10-Q for the quarter ended June 30, 2006 on time.

Certain provisions of debt instruments and credit agreements of
the Company and its subsidiaries, CSC and Rainbow National
Services LLC, require the delivery of financial and other
information within certain time periods.

On Aug. 29, 2006, CSC advised the agent bank and the lenders under
its Credit Agreement, dated as of Feb. 24, 2006, that due to the
expected restatement, it was unable to comply with its covenant to
deliver financial information with respect to the periods ended
June 30, 2005 and 2006.

Under the Credit Agreement, the covenant noncompliance would
become an event of default if the breach is not cured for 30 days
after notice from the agent bank or any lender or for 60 days
after notice from the agent bank or Term B lenders holding at
least 25% of the Term B facility.

The lenders under the Credit Agreement, other than the Term B
lenders have agreed to waive any default resulting from the
covenant noncompliance until Sept. 22, 2006, so notice of default
could not be given by such a lender until Sept. 25, 2006 at the
earliest and CSC would have 30 days from the date of any such
notice to cure the default.

CSC currently expects to deliver all required information under
the Credit Agreement prior to the expiration of any applicable
cure period.  If CSC fails to cure such a default after the
expiration of the applicable cure period the agent bank shall, at
the request of the Required Revolver/Term A Lenders, exercise
against CSC the remedies provided for in the Credit Agreement
including the right to accelerate outstanding revolving credit and
Term A loans under the Credit Agreement.

CSC has not obtained a waiver of the default resulting from the
covenant noncompliance from the lenders holding Term B loans under
the Credit Agreement.  If the agent bank or lenders holding at
least 25% of the Term B loans gives a notice of default, CSC will
have 60 days from the date of such notice to cure its
noncompliance with the financial information covenant.

If the Company and CSC are unable to comply by Sept. 8, 2006 with
the information delivery and filing requirements under the
indentures relating to their notes and debentures, the
noncompliance will become an event of default as to any series of
notes or debentures if the Company or CSC receives a notice of
default from the trustee or the holders of at least 25% of the
securities of that series and fails to cure the covenant breach
within 60 days after receipt of the notice.  If the Company or
CSC, as the case may be, fails to cure the covenant breach after
expiration of the cure period, the trustee or the holders of 25%
of the securities of the series may accelerate the principal and
accrued interest on the securities of the series.

Headquartered in Manhattan, Cablevision Systems Corp. (NYSE: CVC)
-- http://www.cablevision.com/-- provides cable TV service to
about 3 million customers in and around New York City.  The firm
has upgraded its network and services to include digital cable,
movies-on-demand, and VoIP telephony.  It also operates business
communications service provider Cablevision Lightpath and regional
sports channels.  Cablevision controls Madison Square Garden, the
New York Knicks and the New York Rangers, plus Radio City Music
Hall.  Cablevision pulled plans to spin off its cable network
unit, Rainbow Media Holdings, and instead closed that company's
money-losing satellite TV assets.  Chairman Charles Dolan and his
family control Cablevision.

At Mar. 31, 2006, Cablevision System Corp.'s balance sheet showed
a $2,517,442,000 stockholders' deficit compared to a
$2,468,766,000 deficit at Dec. 31, 2005.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Dominion Bond Rating Service placed the ratings of Cablevision
Systems Corporation -- B (low) and its wholly-owned subsidiary,
CSC Holdings, Inc. -- BB (low) and B (high) Under Review with
Developing Implications following the Company's announcement that
it intends to restate its financial results related to stock
options and stock appreciation rights for the 1997-2002 period.


CARCO ELECTRONICS: Failed Buyer's Costs Not Administrative Claims
-----------------------------------------------------------------
The Honorable Bernard Markovitz of the U.S. Bankruptcy Court for
the Western District of Pennsylvania granted administrative
priority to $67,350.92 of Ideal Aerosmith, Inc.'s expenses in
Carco Electronics, Inc.'s bankruptcy case, and ruled that Ideal's
remaining $355,357.19 claims are not entitled to administrative
priority.

Carco Electronics filed for bankruptcy protection on Oct. 31,
2003, and the Court confirmed its Second Amended Plan on Aug. 26,
2004.

Two weeks after Carco Electronics ceased business operations on
Dec. 17, 2004, due to cash flow problems, the Debtor entered into
an asset purchase agreement with Ideal Aerosmith, Inc., one of the
Debtor's competitors.

Under the agreement, Ideal Aerosmith purchased all of the Debtor's
assets (except for cash on hand and certain specified accounts
receivable) and assumed leases for the Debtor's production
facilities.  Ideal Aerosmith also agreed to assume up to $700,000
of debtor's post-petition obligations.

The asset purchase agreement provided that Ideal Aerosmith could
take possession and control of the Debtor's assets on Jan. 2,
2005.  Without first obtaining Court approval to do so, Ideal
Aerosmith moved in and took control of the Debtor's assets on that
date.

With the exception of the Debtor's president and two individuals,
Ideal Aerosmith hired all of the Debtor's former employees and
began processing orders that the Debtor had not completed before
it shut down.

The Debtor filed a motion on Dec. 30, 2004, requesting an order:

   1. confirming that the marketing and sale of substantially all
      of its assets was conducted in accordance with its confirmed
      second plan; and

   2. confirming the sale of its assets to Ideal Aerosmith.

The Court concluded that the motion was not an emergency and set a
hearing on Feb. 1, 2005.

Acutronic USA, another competitor of Carco Electronics, tendered
an offer to the Debtor's counsel to purchase its assets for
$1,100,000.  It requested that the sale of Carco Electronics'
assets be subject to higher and better offers.

A sale of the Debtor's assets was conducted on Feb. 1, 2005, and
Acutronic USA's $1,800,000 bid was the highest.  The Court
confirmed the sale of Carco Electronics' assets to Acutronic at
the close of the Feb. 1 hearing in accordance with the terms and
provisions of its asset purchase agreement dated as of Dec. 30,
2004.

On Feb. 2, 2005, Ideal vacated debtor's facilities and turned
control of debtor's assets over to Acutronic.

On April 12, 2005, Ideal Aerosmith asked the Court for allowance
of an administrative expense claim for $455,708.05.  Ideal
Aerosmith wanted to recoup the costs it incurred while operating
the Debtor's business from Jan. 2, 2005, to Feb. 2, 2005.

The breakdown of Ideal Aerosmith's expenses was:

   a. $67,350.92 to pay postpetition obligations such as rent, and
      utilities, which were past due;

   b. $267,527.17 to pay employee wages and benefits;

   c. $86,667.96 to buy materials and services required to
      complete orders that had not been completed before shut
      down;

   d. $30,162.00 for rent due in January of 2005 for debtor's
      facilities; and

   e. $4,000.00 in unspecified general and administrative
      expenses.

In a Memorandum Opinion published at 2006 WL 2129757, Judge
Markovitz opined that:

   a. the costs incurred by Ideal Aerosmith, believing that its
      purchase agreement with Carco Electronics would be approved
      and that, following execution of purchase agreement, it was
      owner of the Debtor's business, in paying labor, materials,
      and other costs necessary to complete purchase orders, which
      the debtor had not completed prior to shutting down, were
      performed for its own benefit, and were not compensable on
      a priority basis from the Chapter 11 estate as actual,
      necessary costs, and expenses of preserving estate;

   b. the costs were not compensable on priority basis as costs
      that Ideal Aerosmith incurred in making substantial
      contribution in the debtor's case; and

   c. the Court could not utilize its equitable powers to permit
      Ideal Aerosmith to recover, on a priority basis, from Carco
      Electronics' estate.

George T. Snyder, Esq. and Roy E. Leonard, Esq., represent Ideal
Aerosmith.  Peter D. Kerth, Esq., represents Carco Finance, Inc.

Carco Electronics, Inc., designed and manufactured devices used in
aircraft motion control systems.  It had facilities in California
and Pennsylvania.  The Debtor filed for chapter 11 protection on
Oct. 31, 2003 (Bankr. W.D. Pa. Case No. 03-33809).  In its
schedules of assets and liabilities, it listed $2,627,752.81 in
assets and $6,024,235.78 in liabilities.  The Debtor's Second
Amended Plan was confirmed on Aug. 26, 2004.


CHARTER COMMS: June 30 Balance Sheet Upside-Down by $5.3 Billion
----------------------------------------------------------------
In its balance sheet at June 30, 2006, Charter Communications
Holdings LLC reported total member's deficit of $5,316 million
from total assets of $15,942 million and total liabilities of
$21,258 million.

The Company's balance sheet at June 30, 2006 also showed strained
liquidity with $1,014 million in total current assets and $1,239
million in total current liabilities.

For the three months ended June 30, 2006, the Company incurred
net loss of $315 million from total revenues of $1,383 million.

Full-text copies of the Company's financial statements for the
quarter ended June 30, 2006 are available for free at:

              http://researcharchives.com/t/s?10a4

Based on St. Louis, Missouri, Charter Communications Holdings LLC
-- http://www.charter.com/-- is a broadband communications
company operating in the United States.

                          *     *     *

Charter Communications Holdings' senior unsecured debt carries
Moody's Ca rating with a stable outlook, while its long-term local
and foreign issuer credits carry Standard & Poor's CCC+ ratings.


CHARYS HOLDING: Miller Ray Raises Going Concern Doubt
-----------------------------------------------------
Miller Ray Houser & Stewart LLP expressed substantial doubt about
Charys Holding Company, Inc., fka Spiderboy International, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the years ended April 30, 2006
and 2005.  The auditing firm pointed to the Company's significant
working capital deficit at April 30, 2006 and limited borrowing
capacity.

Charys reported a $1,429,165 net loss for the fiscal year ended
April 30, 2006, compared to a net loss of $798,598 in fiscal 2005.
Consolidated revenues increased by $41,085,213 or 549.1% to
$48,570,912 in fiscal 2006, due mainly to the acquisitions of
Viasys Services, Inc. and Method IQ, Inc., both effective
Nov. 1, 2005.

At April 30, 2006, the Company's balance sheet showed $58,700,797
in total assets, $50,438,783 total liabilities and $8,262,014 in
total shareholders' equity.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?10ad

Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. --
http://www.charys.com/-- is pursuing a growth opportunity in the
Technology Infrastructure Support and Services market through an
acquisitions strategy, focusing on companies that have strong
individual reputation, proven and underleveraged growth
capability, and significant management commitment tied to Charys-
wide synergies.  Charys seeks to acquire stable, cash flow
positive, small to medium-sized private companies engaged in
providing direct services, outsourced services and infrastructure
to medium and large enterprise businesses.  Charys intends to
operate these companies as independent subsidiaries, improving
aggregate financial performance by influencing its subsidiaries to
develop and leverage beneficial synergistic relationships.


CHEMDESIGN CORP: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ChemDesign Corporation
        dba ChemDesign
        dba SpecialtyChem
        dba SpecialtyChem Products
        99 Development Road
        Fitchburg, MA 01420
        Tel: (715) 735-9033

Bankruptcy Case No.: 06-24729

Type of Business: The Debtor is a custom manufacturer of various
                  fine organic chemicals for paper products,
                  electronics, agricultural products and other
                  materials.  See http://www.chemdesigncorp.com/

                  The Debtor's wholly-owned subsidiary,
                  SpecialtyChem Products Corporation, filed for
                  chapter 11 protection on June 12, 2006 (Bankr.
                  E.D. Wis. Case No. 06-23131).

Chapter 11 Petition Date: August 27, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Timothy F. Nixon, Esq.
                  LaFollete, Godfrey & Kahn, S.C.
                  P.O. Box 13067
                  Green Bay, WI 54307-3067
                  Tel: (920) 432-9300
                  Fax: (920) 436-7988

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bayer CropScience LP               Judgment              $671,402
Mark LaRouche
2 T W Alexander Drive
Durham, NC 27709
Tel: (919) 549-2466

Select Energy Inc.                 Utilities             $430,859
Sue Basos
Credit Collection Department
107 Selden Street
Berlin, CT 06037

Suez Electric                      Utilities             $340,254
Stephen Murphy
1990 Post Oak Boulevard
Houston, TX 77056-4499

City of Fitchburg                  Real Estate Taxes     $153,635
Bruce Richards
718 Main Street
Fitchburg, MA 01420
                                   Water & Sewer         $151,336

Onyx Environmental Services LLC    Trade Debt            $173,434
Steve Garcia
398 Cedar Hill Street
Marlborough, MA 01752

Rutgers Organics                   Trade Debt             $98,000

Boc Gases                          Trade Debt             $83,621

Cobblestone Advisors               Trade Debt             $77,962

Conway Delgenio Gries & Co.        Trade Debt             $76,574

Fitchburg Gas & Electric           Utilities              $70,289
Light Co.

Biddle Sawyer Corp.                Trade Debt             $60,429

S J Transportation Co. Inc.        Trade Debt             $50,753

Safety Kleen Systems Inc.          Trade Debt             $49,335

Clean Harbors Environmental        Trade Debt             $46,396
Services

Pollution Controls                 Trade Debt             $32,980

Blue Cross Blue Shield of          Insurance Services     $30,188
Wisconsin

Town of Westminster                Real Estate Taxes      $22,834

Pechiney World Trade USA           Trade Debt             $22,000

American Azide                     Trade Debt             $21,597


CKE RESTAURANTS: Pays Holders of $38.5 Million Convertible Notes
----------------------------------------------------------------
CKE Restaurants, Inc., agreed to make cash payments to the holders
of approximately $38.5 million aggregate face amount of the
Company's 4% Convertible Subordinated Notes due 2023.

The cash payments were in response to unsolicited offers from the
holders to convert their notes into shares of Common Stock in
advance of the call date and will comprise of accrued interest
through the date of conversion and approximately $2.8 million as
an inducement for the holders to convert and in lieu of payment of
future interest on the notes.

Pursuant to the terms, the notes converted into an aggregate of
4,377,131 shares of Common Stock.  The transactions straddled the
end of the Company's second fiscal quarter ended Aug. 14, 2006.
$900,000 of the inducement payment will be expensed during the
second fiscal quarter, and the remainder during the quarter ending
Nov. 6, 2006.  The transactions decreased the Company's long-term
debt by approximately $38.5 million.

Based in Carpinteria, Calif., CKE Restaurants, Inc. (NYSE: CKR)
through its subsidiaries, franchisees and licensees, operates some
of the most popular U.S. regional brands in quick-service and
fast-casual dining, including the Carl's Jr.(R), Hardee's(R), La
Salsa Fresh Mexican Grill(R) and Green Burrito(R) restaurant
brands.  The Company operates 3,141 franchised, licensed or
company-operated restaurants in 43 states and in 13 countries,
including 1,062 Carl's Jr. restaurants, 1,963 Hardee's restaurants
and 100 La Salsa Fresh Mexican Grill(R) restaurants.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on CKE
Restaurants Inc. in July 2005.  The corporate credit and senior
secured debt ratings were raised to 'B+' from 'B', and the
subordinated debt rating was elevated to 'B-' from 'CCC+'.
S&P said the outlook is stable.


CLOROX COMPANY: Equity Deficit Narrows to $156 Million at June 30
-----------------------------------------------------------------
The Clorox Company filed its report on financial results for the
fiscal year ended June 30, 2006, on Form 10-K, with the Securities
and Exchange Commission on Aug. 25, 2006.

Net sales in fiscal year 2006 increased 6% to $4.6 billion
compared to $4.4 billion in the prior period.  Volume increased at
a rate of 1% as price increases impacted shipments.  Contributing
to the volume growth in the current year was the introduction of
several new products and product improvements, and strong
shipments of home-care products within Latin America.

Net earnings were $444 million for the fiscal year 2006 versus
$1.1 billion in the previous fiscal year.

Gross profit increased 3% to $1.96 billion in fiscal year 2006
from $1.9 billion in fiscal year 2005, and decreased as a
percentage of net sales to 42.2% in fiscal year 2006 from 43.2% in
fiscal year 2005.

The Company's balance sheet at June 30, 2006 showed total assets
of 3,616 million and total liabilities of $3,772 million resulting
in a stockholders' deficit of $156 million.  The Company's
stockholders' deficit at June 30, 2005 stood at $553 million.

Return on Invested Capital decreased approximately 60 basis points
to 13.3% during fiscal year 2006 due to lower adjusted operating
profit and higher invested capital.  Adjusted operating profit
includes $36 million of pretax incremental costs related to
historical stock option compensation expense and the former
chairman and chief executive officer's health-related retirement,
which lowered ROIC by 60 basis points.  Invested capital increased
due to an increase in other assets as a result of the Company
recording a net pension asset at June 30, 2006, compared to a net
pension liability at June 30, 2005, for its domestic plan.

Cash and cash equivalents for the fiscal year ended June 30, 2006
decreased to $192 million from $293 million in the prior fiscal
year.

A full-text copy of the Company's management's discussion and
results of operations may be viewed at no charge
at http://ResearchArchives.com/t/s?1099

Headquartered in Oakland, California, The Clorox Company
-- http://www.thecloroxcompany.com/-- provides household cleaning
products and reaches beyond bleach.  Although best known for
bleach (leader worldwide), Clorox makes laundry and cleaning items
(Formula 409, Pine-Sol, Tilex), cat litter (Fresh Step), car care
products (Armor All, STP), the Brita water-filtration system (in
North America), and charcoal briquettes (Kingsford).


CONSOLIDATED CONTAINER: Inks $10 Mil. Settlement with Dean Foods
----------------------------------------------------------------
Consolidated Container Holdings, LLC, Consolidated Container
Company, LLC, Consolidated Container Company, LP, and Dean Foods
Company have entered into a Settlement Agreement.

The Settlement Agreement was reached after the Company's
management initiated an internal review of its records relating to
bottle and resin supply agreements with Dean Foods and initiated
discussions with Dean Foods regarding possible breaches under the
agreements.

Under the terms of the Settlement Agreement, the Company has
agreed to pay $10 million to Dean Foods:

   -- $4 million on a date to be determined between
      Sept. 30, 2006, and Dec. 31, 2006;

   -- $3 million on or before Aug. 22, 2007; and

   -- $3 million on or before Aug. 22, 2008.

Pursuant to the terms of the Settlement Agreement, Dean Foods has
agreed to waive any and all claims against the Company or its
affiliates related to all supply agreements between them and
relating to the period of time prior to July 1, 2006.

              Restatement of Financial Statements

The Company's Audit Committee concluded that the Company's
financial statements for the years ended Dec. 31, 2005, 2004 and
2003 should no longer be relied upon, along with the related
reports from its independent registered public accountants,
because of errors in such financial statements.  The Company
anticipates that the restatement of its financial statements will
result in a reduction of earnings for the respective periods in an
aggregate amount ranging from approximately $24 million to $27
million, cumulative.

                    Credit Facility Default

The Company has notified the agent under its senior credit
facility that defaults exist and that the Company has withheld
execution of the amendment to its facility that had been approved
by its bank lenders.  The Company intends to seek a waiver of such
defaults and will attempt to promptly finalize the amendment.
Although the Company believes it will have adequate liquidity
through the quarter ending Sept. 30, 2006, until such waiver has
been granted, it may not incur any additional borrowings under its
revolver.

Headquartered in Atlanta, Georgia, Consolidated Container Company
LLC -- http://www.cccllc.com/-- which was created in 1999,
develops, manufactures and markets rigid plastic containers for
many of the largest branded consumer products and beverage
companies in the world.  CCC has long-term customer relationships
with many blue-chip companies including Dean Foods, DS Waters of
America, The Kroger Company, Nestle Waters North America, National
Dairy Holdings, The Procter & Gamble Company, Coca-Cola North
America, Quaker Oats, Scotts and Colgate-Palmolive.  CCC serves
its customers with a wide range of manufacturing capabilities and
services through a nationwide network of 61 strategically located
manufacturing facilities and a research, development and
engineering center.  Additionally, the company has 4 international
manufacturing facilities in Canada, Mexico and Puerto Rico.

                         *     *     *

Consolidated Container Company LLC's March 31, 2006, balance sheet
showed $685.4 million in total assets and $769.9 million in total
liabilities, resulting in a $84.5 million equity deficit.


CREAMWORKS LLC: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Creamworks, LLC
        dba Dairy Queen of Morristown
        dba Dairy Queen of Newport
        8905 Kingston Pike, Suite 12-224
        Knoxville, TN 37923-5011

Bankruptcy Case No.: 06-31957

Type of Business: Creamworks, LLC, operates a restaurant.  The
                  Debtor filed for chapter 11 protection on
                  November 1, 2004 (Bankr. E.D. Tenn. Case No. 04-
                  35758).

Chapter 11 Petition Date: August 29, 2006

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: John P. Newton, Jr., Esq.
                  Richard M. Mayer, Esq.
                  Law Offices of Mayer & Newton
                  1111 Northshore Drive, Suite S-570
                  Knoxville, TN 37919
                  Tel: (865) 588-5111
                  Fax: (865) 588-6143

Total Assets: Unknown

Total Debts:  $468,948

Debtor's Largest Unsecured Creditor:

   Entity                        Claim Amount
   ------                        ------------
First Tennessee                          $916
112 West First North Street
Morristown, TN 37814


CREST 2000-1: Fitch Cuts Rating on $21 Million Class C Notes to B-
------------------------------------------------------------------
Fitch Ratings upgrades one class, downgrades one class, and
affirms four classes of notes issued by Crest 2000-1, Ltd.  These
actions are the result of Fitch's review process and are effective
immediately:

    -- $15,452,595 class A-1 notes affirmed at 'AAA';

    -- $195,000,000 class A-2 notes affirmed at 'AAA';

    -- $50,000,000 class B notes affirmed at 'AA-';

    -- $22,500,000 class C notes affirmed at 'BBB';

    -- $21,000,000 class D notes downgraded to 'B-' from 'B' and
       assigned a Distressed Recovery (DR) Rating of 'DR2'.

    -- $11,501,372 Preferred Shares upgraded to 'BB' from 'B+';

Crest 2000-1 is a collateralized debt obligation (CDO) supported
by a static collateral pool consisting primarily of commercial-
backed mortgage securities (CMBS) and real estate investment trust
(REIT) debt securities.  The collateral pool was selected by
Structured Credit Partners, which was acquired by Wachovia
Securities in 2001.  Included in this review, Fitch conducted cash
flow modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the minimum cumulative default rates required for the
rated liabilities.

Since the last rating review in July 2005 the average credit
quality of the underlying portfolio has improved.  The weighted
average rating has improved to the ('BBB/BBB-') range as of the
July 31, 2006 report versus a weighted average rating in the
('BBB-/BB+') range as of the May 31, 2005 report.  However, this
positive credit migration is partly offset by the downgrade of one
asset in the portfolio, FIB Business Loan Trust 2000-A class M-1.
This asset, which comprises just over $1 million of the collateral
pool, was downgraded to 'C/DR6' by Fitch and is not expected to
receive any significant future cash flows, negatively impacting
the class D notes in Crest 2000-1.  The senior notes have
benefited from principal payments of underlying REIT and asset-
backed securities.  More than 25% of the A-1 notes have repaid
since the last review, resulting in marginally improved
overcollateralization ratios for the class A, B, and C notes.

Crest 2000-1 allows principal proceeds to be used to pay unpaid
and deferred interest on the subordinate notes while senior notes
remain outstanding.  This principal diversion has already occurred
on one payment date in 2003.  When principal is used to pay
interest to the subordinate notes, the collateral available to the
notes is reduced.  Fitch projects that principal proceeds will
intermittently be diverted to pay interest in various future
stress scenarios, and that these diversions will likely diminish
the ultimate principal recovery prospects for the class D notes.

The preferred shares are rated to the ultimate receipt of their
principal balance.  The upgrade of the preferred shares is due to
the cumulative receipts of roughly $11,265,590 of excess interest
proceeds since the deal closed in November 2000, leaving about
$235,782 in additional proceeds required to satisfy this rating
requirement.

The ratings of the class A-1 and A-2 note address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B, C, and D notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.  The rating of the preferred shares
addresses the likelihood that investors will receive their stated
balance of principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


CS ADVISORS: S&P Rates $14 Million Class D Notes at BB
------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CS Advisors CLO I Ltd./CS Advisors CLO I Corp.'s
$294 million notes due 2020.

The preliminary ratings are based on information as of Aug. 29,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes and
       subordinated notes junior to the respective classes;

    -- The availability of additional credit enhancement in the
       form of excess spread;

    -- The structural features that are intended to limit the
       impact of a portfolio deterioration on the noteholders;

The cash flow structure, which was subjected to various stresses
requested by Standard & Poor's;

    -- The experience of the collateral manager in managing the
       asset type of the collateral pool; and

    -- The legal structure of the transaction, including the
       bankruptcy remoteness of the issuer.

                    Preliminary Ratings Assigned

           CS Advisors CLO I Ltd./CS Advisors CLO I Corp.

            Class             Rating         Amount
            -----             ------         ------
            A-1               AAA            $231,000,000
            A-2a              AA               $7,750,000
            A-2b              AA               $3,250,000
            B                 A               $21,000,000
            C                 BBB             $17,000,000
            D                 BB              $14,000,000
            Equity            NR              $31,000,000

                         NR - Not rated.


CYBERCARE INC: Confirmation Delays Hinder USSEC Capital Funding
---------------------------------------------------------------
CyberCare, Inc., and U.S. Sustainable Energy Corporation provided
this update on CyberCare's Plan of Reorganization and the
anticipated merger.

Confirmation of CyberCare's Plan of Reorganization has been
delayed several times, and is now expected to occur in October
2006.  Confirmation delays have hindered the company's ability to
raise capital and implement the business plan of U.S. Sustainable.
Accordingly, U.S. Sustainable has entered into an agreement to
merge with Global Realty Development Corp.

Hence "Under the terms of the proposed merger between U.S.
Sustainable and Global Realty, shareholders of record of CYBR as
of Aug. 15, 2006 will be issued one share of Global Realty for
every five shares of CYBR beneficially owned on the record date."

The merger with Global Realty will be implemented in two steps,
with the intent of preserving the CyberCare shareholder rights,
and restoring the shareholders to their equity interest in U.S.
Sustainable after completion of CyberCare's reorganization.

                 About Global Realty Development

Based in Coral Springs, Florida, Global Realty Development Corp.
(OTC BB:GRLY.OB) -- http://www.grdcorporation.com/-- is an
international land development company operating through various
real estate development subsidiaries.  The Company is primarily
engaged in the acquisition and development of real estate in
Australia and is pursuing projects in the United States, South
America and the Far East.  Global intends to focus its future on
the entertainment and gaming industries and Biofuels.

                         About CyberCare

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


DANA CORP: WESCO Says Evergreen Clauses Support Pact Cancellation
-----------------------------------------------------------------
Robert N. Michaelson, Esq., at Kirkpatrick & Lockhart, Nicholson,
Graham LLP, in New York, asserts that WESCO Distribution, Inc.,
Bruckner Supply, and WESCO Distribution Canada LP are entitled as
a matter of case law to exercise their contractual rights not to
renew their agreements with Dana Corporation and its debtor-
affiliates because it negotiated evergreen clauses, subject to
cancellation on 90 days' notice.

Mr. Michaelson is pointing to the Debtors' objection to WESCO's
request seeking modification of the automatic stay to permit it to
exercise its rights to prevent the automatic renewal of the
Agreements by providing 90 days written notice to the Debtors of
its intention not to renew the Agreements.

The Debtors argued that WESCO's request is contrary to the terms
and purpose of Section 365(e)(1) of the Bankruptcy Code, which
prevents parties to executory contracts and unexpired leases from
terminating agreements with a debtor due to its bankruptcy filing
or financial condition.

Mr. Michaelson maintains that under the Agreements, these clauses,
together, qualify as evergreen or automatic renewal clauses under
applicable case law:

   1. Term: "This Agreement will be effect for 36 months . . .
      and will automatically be renewed from year to year
      thereafter unless cancelled sooner as provided herein."

  30. Cancellation/Termination: "Either party may cancel this
      Agreement in whole or solely for a particular Dana Location
      for any or no reason at any time upon 90 days' prior
      written notice to the other."

"The plain meaning of the Agreements makes it clear that WESCO is
asserting its rights under an evergreen clause and not pursuant
to a termination-at-will provision," Mr. Michaelson emphasizes.

Mr. Michaelson clarifies that WESCO is not seeking relief to
terminate an executory contract because of the Debtors'
bankruptcy, as the Debtors allege.

WESCO is merely seeking to exercise its bargained-for contractual
right not to renew the Agreements so that it may, if possible,
negotiate commercial terms on an even playing field, consistent
with the credit risk attendant upon the new situation, Mr.
Michaelson contends.

WESCO has exercised its business judgment not to renew the
Agreements and that business judgment is not, and need not be,
related to any breach of, or non-compliance with, the Agreements
by the Debtors.

On the contrary, the Debtors provide no support for their
proposition that the provisions in the Agreements are not
evergreen clauses beyond their argument that the non-renewal and
notice of termination provisions are in separate paragraphs of
the Agreements, Mr. Michaelson points out.  "To read these
paragraphs separately in this context simply makes no
sense.  When read together, the paragraphs plainly and
unequivocally provide for the right of each of the parties to
prevent automatic renewal of the Agreements."

It is impermissible as a matter of law to force WESCO into an
additional term under the Agreements and to deny WESCO its
contractually bargained-for-right to prevent the Agreements from
being automatically renewed, Mr. Michaelson argues.  "To do so
would grant [the Debtors] contractual rights greater than and
contrary to those that exist under the Agreements."

If WESCO's request is not granted and the Agreements are,
somehow, automatically renewed, the property of the Debtors
estates will be illegally expanded, Mr. Michaelson adds.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- 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. 19; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DANA CORP: Michael Wesolowski Wants Stay Lifted to Pursue Action
----------------------------------------------------------------
Michael Wesolowski asks the U.S. Bankruptcy Court for the Southern
District of New York to modify the automatic stay to allow him to
continue to prosecute the personal injury action he filed on
Feb. 5, 2006 against Dana Corporation and certain other parties in
the Maricopa County Superior Court of the State of Arizona.

Elliot G. Wolfe, Esq., at Palumbo Wolfe Sahlman & Palumbo, in
Phoenix, Arizona, relates that Mr. Wesolowski was severely and
permanently burned when a boiler hose hit him and sprayed him
with scalding water.

Mr. Wolfe tells the Court that Dana maintains liability insurance
that would provide coverage for any recovery obtained in the
Arizona Action.

Mr. Wesolowski agrees to limit his recovery to the available
insurance proceeds of Dana.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- 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. 19; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DEJA FOODS: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Deja Foods Inc.
             dba Denver Dry Goods Inc.
             16501 Ventura Boulevard, Suite 601
             Encino, CA 91436

Bankruptcy Case No.: 06-11351

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      M&L Wholesale Foods LLC                    06-11352

Chapter 11 Petition Date: August 14, 2006

Court: Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtors' Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 60067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

                           Estimated Assets    Estimated Debts
                           ----------------    ---------------
Deja Foods Inc.            $1 Million to       $1 Million to
                           $10 Million         $10 Million


M&L Wholesale Foods LLC    $1 Million to       $1 Million to
                           $10 Million         $10 Million


A. Deja Foods, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kosmont & Associates, Inc.    Convertible               $350,000
16501 Ventura Boulevard       Debenture
Suite 511                     Noteholder
Encino, CA 91436

Mathew Bennett                Convertible               $300,000
1836 Michael Lane             Debenture
Pacific Palisades, CA 90272   Noteholders

Gerber Products Co            Trade                     $219,369
445 State Street
Fremont, MI 49413

Cool Brands/Integrated        Trade                     $201,265
Brands, Inc.

Conagra                       Trade                     $180,048
Bank of America

PBB Global Logistics          Trade                     $178,718

Achof International           Trade                     $165,445
Development

Cbiz Accounting, Tax &        Trade                     $128,970
Advisory

Golden State Foods            Trade                     $128,669

Guangxi Bobai Guangmei        Trade                     $122,339
Food Co.

Unicord/I.S.A. Value Co.      Trade                     $115,969
Ltd.

Fred & Allison Doumani        Convertible               $100,000
                              Debenture
                              Noteholder

Pinnacle Foods Corp.          Trade                      $76,016

Zhangzhou Rainbow-Fujian      Trade                      $71,836
Meitan Imp

Sunland, Inc.                 Trade                      $70,729

Greg Rifkin                   Convertible                $50,000
                              Debenture
                              Noteholder

Hali Gilin                    Convertible                $50,000
                              Debenture
                              Noteholder

GH CapitalGregory Perlman     Convertible                $50,000
                              Debenture
                              Noteholder

Barry Cooper Trust Deeds      Convertible                $50,000
                              Debenture
                              Noteholder

Betty T. Bennett              Convertible                $50,000
                              Debenture
                              Noteholder


B. M&L Wholesale Foods LLC's 20 Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ephrata National Bank         Lender                    $260,000
31 East Main Street
P.O. Box 457
Ephrata, PA 17522

Myron & Lisa Stoltzfus        Obligation incurred       $174,555
c/o Donn Hess, Esq.           by Deja Foods upon
41 East Orange Street         purchase of M&L.
Lancaster, PA 17602           Obligation of Deja
                              Deja foods only but
                              secured by the assets
                              of M&L Wholesale.

Treasure Valley Sales         Trade                      $64,171
Mike Jensen
P.O. Box 7067
Boise, ID 83707

Regent Prodcuts Corp.         Trade                      $26,784

Avers Merchandise Group       Trade                      $25,492

Michelina's                   Trade                      $23,689

Dietz & Watson, Inc.          Trade                      $22,460

Hanover Foods Corp            Trade                      $22,024

C.H. Robinson Company, Inc.   Trade                      $21,784

JLE Enterprises, Inc.         Trade                      $18,452

Insight Sales & Marketing     Trade                      $16,834

CBIZ                          Trade                      $16,500

Value Merchandising           Trade                      $16,424

Fieldbrook Farms Ice Cream    Trade                      $15,710

Furlani's Food Corporation    Trade                      $14,376

Interstate Meat Service       Trade                      $13,387

Transpacific Foods, Inc.      Trade                      $12,852

Eastern Distributors, Inc.    Trade                      $11,602

Jolin Foods, Inc.             Trade                      $10,451

Silver Springs Farm, Inc.     Trade                      $10,080


DELTA AIR: Posts $2.2 Billion Net Loss in 2006 Second Quarter
-------------------------------------------------------------
Delta Air Lines reported results for the quarter ended June 30,
2006.  Key points include:

     * Delta's second quarter net loss was $2.2 billion.

     * Excluding reorganization items, second quarter net income
       was $175 million.

     * Delta continued its substantial restructuring by reducing
       employment costs through a new comprehensive agreement
       with its pilots and a reduction in corporate overhead,
       restructuring its route network through significant
       international growth, and lowering aircraft costs through
       negotiations, lease rejections and aircraft returns.

     * As of June 30, 2006, Delta had $4.0 billion in cash, cash
       equivalents and short-term investments, of which
       $2.9 billion was unrestricted.

Delta reported a net loss of $2.2 billion in the second quarter of
2006, compared to a net loss of $382 million in the second quarter
of 2005.  Excluding the reorganization items described below, net
income was $175 million in the second quarter of 2006, a
$479 million improvement compared to the $304 million net loss
excluding special items in the second quarter of 2005.  Operating
margin for the quarter was 7.9%, a 10.9 point increase over the
same period in the prior year.

Troubled Company Reporter on Aug. 19, 2006, Delta reported a net
loss of $2.2 billion for the month of June 2006.  Excluding
reorganization items, June 2006 net income was $145 million.

"Delta has made important progress toward our restructuring goals
and remains on track to exit bankruptcy in the first half of 2007
- accomplishments that would not have been possible without the
participation and commitment of all Delta people," said Gerald
Grinstein, Delta's chief executive officer.  "With more work ahead
of us to return to financial health, continued execution of our
plan - including improving our product and providing superior
service to our customers - will be crucially important going into
the industry's less robust travel season."

                     Financial Performance

Second quarter operating revenues increased by $406 million or
9.6% compared to the second quarter of 2005, despite a 6.8%
decrease in capacity.  Passenger unit revenues increased 17.0%
compared to the June 2005 quarter as a result of a 15.0%
improvement in yield.  These results reflect the positive impact
of Delta's strategic initiatives, including the restructuring of
its route network and fare increases, which reflect strong
passenger demand and capacity reductions in the airline industry.

Passenger load factor for the second quarter was 79.7%, a 1.4
point increase as compared to the second quarter of 2005.  During
the June quarter, Delta achieved its highest daily load factor on
record - 94.4% on June 30th.

Operating expenses for the second quarter decreased 2.1% from the
corresponding period in the prior year, despite a fuel expense
increase of $313 million attributable to higher fuel prices.  Fuel
prices rose 30.0% year over year to $2.08 per gallon, driving a
5.0% increase in consolidated unit costs.  However, as a result of
the cost reduction initiatives included in Delta's restructuring
plan, mainline unit costs excluding fuel and prior year special
items decreased 3.3%.

                    Restructuring Progress

In September 2005, Delta announced a comprehensive restructuring
plan intended to deliver an additional $3 billion in annual
financial benefits through revenue improvements and cost
reductions by the end of 2007.  During the June 2006 quarter,
Delta continued its restructuring progress by:

     * Implementing a new comprehensive agreement with the Air
       Line Pilots Association (ALPA), representing Delta pilots,
       which provides the company with approximately $280 million
       in average annual pilot labor cost savings through a
       combination of changes to pay, benefits and work rules.
       After ratification by the pilots and approval by the
       Bankruptcy Court, the agreement became effective June 1,
       2006.  The Pension Benefit Guaranty Corporation (PBGC) has
       appealed to the United States District Court the
       Bankruptcy Court's order authorizing Delta to enter into
       the new agreement with ALPA.  In the agreement, ALPA
       agreed to not oppose termination of the defined benefit
       pension plan for pilots (Pilot Plan).  On June 19, a
       notice of intent to terminate the Pilot Plan was filed
       with the PBGC and, on August 4, Delta filed a motion with
       the Bankruptcy Court to seek a determination that the
       company satisfies the financial requirements for a
       distress termination of the Pilot Plan.

     * Continuing the largest international expansion in Delta's
       history, which resulted in an international capacity
       increase of 21.5 percent compared to the June 2005
       quarter.  Delta has launched 11 new transatlantic routes
       since March 2006, including new service between its
       Atlanta hub and Copenhagen, Athens and Venice, and now
       offers more service between the United States and
       destinations across Europe, India and Israel than any
       other global carrier.

     * Reducing aircraft ownership costs by negotiating more
       favorable lease terms and eliminating older, less
       efficient aircraft from its fleet.  On June 30, 2006,
       Delta had 457 mainline aircraft in its fleet, a reduction
       of 65 aircraft from June 30, 2005.

     * Completing a $200 million initiative to streamline
       corporate structure and improve Delta's productivity and
       effectiveness, which involved the elimination of more than
       1,000 management positions.

"Delta's second quarter results continue to reflect both the solid
progress we are making in our restructuring and the substantial
challenges we are facing from high fuel prices," said Edward H.
Bastian, Delta's executive vice president and chief financial
officer.  "We are aggressively restructuring our business, and our
improving financial results are proof that our plan is taking
hold.  Despite the more than $300 million impact of higher fuel
prices, Delta produced its first quarterly net profit, excluding
reorganization or special items, since December 2000."

                           Liquidity

At June 30, 2006, the company had $4.0 billion in cash, cash
equivalents and short-term investments, of which $2.9 billion was
unrestricted.  Capital expenditures during the June 2006 quarter
were $73 million.  At June 30, 2006, Delta was in compliance with
all of the financial covenants in its post-petition financing
arrangements.

                         Fuel Hedging

Delta received authorization from the U.S. Bankruptcy Court for
the Southern District of New York, with the support of the
Official Committee of Unsecured creditors in its Chapter 11
proceedings, to enter into fuel hedging contracts within certain
limits.  For the June 2006 quarter, Delta hedged approximately 34%
of its fuel consumption, resulting in a gain of $2 million.  As of
July 31, 2006, Delta had hedged approximately 49% of its planned
fuel consumption for the September 2006 quarter at an average
price of $2.13 per gallon.

               Reorganization and Special Items

In the second quarter of 2006, Delta recorded $2.4 billion in non-
cash charges for reorganization items.  These items primarily
relate to:

     * a $2.1 billion charge for the allowed general, unsecured
       pre-petition claim in conjunction with the pilot
       collective bargaining agreement.

     * a $284 million charge primarily reflecting estimated
       prepetition bankruptcy claims from restructuring the
       financing arrangements of 16 aircraft, the rejection of 14
       aircraft leases and the return to the lessor of one
       aircraft.

In the second quarter of 2005, Delta recorded $78 million in
charges for special items, including (1) a $96 million charge
associated with pension and related items and (2) an $18 million
benefit from a net reduction in Delta's valuation allowance.

A full-text copy of Delta Air's Form 10-Q is available for free
At http://ResearchArchives.com/t/s?109d

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines (Other
OTC: DALRQ) -- http://www.delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The Company
and 18 affiliates filed for chapter 11 protection on Sept. 14,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S.
Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in
their restructuring efforts.  Timothy R. Coleman at The Blackstone
Group L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Seeks Court's Authority to Ink IBM Outsourcing Pact
--------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to enter into a Master Agreement for Operations Support
Services between Delta Air Lines, Inc., and International Business
Machines Corporation.

Delta maintains a sophisticated network of computers that run a
variety of applications, including customer reservations, company
record-keeping, communications, flight management and maintenance
tracking services, that are critical to its business, relates
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York.

To run the applications, Delta owns and operates a multitude of
computer equipment, including large mainframe systems and mid-
range server systems.  Delta, through its wholly owned
subsidiary, Delta Technology, LLC, currently operates and
maintains its own computer infrastructure.

As part of its restructuring efforts, Delta solicited proposals
from several reputable computer service providers to determine
whether outsourcing the operation and maintenance of computer
infrastructure to a third-party specialist would provide improved
service at a reduced cost, while allowing Delta to focus its
restructuring efforts on its core competency of providing air
transportation services to the public, Mr. Huebner relates.

After a lengthy evaluation process, Delta has decided to enter
into the Agreement with IBM, pursuant to which IBM will be
responsible for operating and maintaining Delta's mainframe and
mid-range computer hardware.

IBM has a long tradition of excellence in maintaining computer
hardware systems for large corporations.  By engaging IBM to
assume responsibility for maintaining its mainframe and mid-range
computers, Delta will benefit from IBM's expertise, Mr. Huebner
avers.

In addition, engaging IBM to maintain Delta's computers will lead
to significant cost savings over Delta continuing to do the work
in-house, Mr. Huebner contends.

Delta believes that entering into the Agreement will further its
efforts to reorganize and is in the best interests of the Debtors
and their estates.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines (Other
OTC: DALRQ) -- http://www.delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The Company
and 18 affiliates filed for chapter 11 protection on Sept. 14,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S.
Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in
their restructuring efforts.  Timothy R. Coleman at The Blackstone
Group L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ELWOOD ENERGY: S&P Ups Rating on $402 Million Senior Bonds to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Elwood
Energy LLC's $402 million ($335 million outstanding) senior
secured bonds due 2026 to 'BB-' from 'B+', and removed the rating
from CreditWatch with positive implications where it was placed on
June 16, 2006. The outlook is stable.

"The upgrade follows Aquila Inc.'s (B-/Watch Pos/B-3) recent
assignment of its 626 MW tolling agreement with Elwood to
Constellation Energy Commodities Group, a subsidiary of
Constellation Energy Group Inc. (CEG; BBB+/Watch Dev/A-2)," said
Standard & Poor's credit analyst Chinelo Chidozie.  "This contract
assignment significantly reduced the counterparty credit risk
exposure of the project," she continued.

Elwood, a 1,409 MW peaking power plant outside of Chicago, Ill.
that sells into the Northern Illinois control area of the PJM West
Interconnection, is fully contracted through 2012, and partially
contracted through 2017.

Standard & Poor's expects near-term stability in ratings, based on
cash flows from investment-grade-rated offtakers that are not
sensitive to dispatch.  A downgrade could occur if the credit
rating of either offtaker is lowered to below that of Elwood.
An upgrade is unlikely until prospects for merchant peak
generators in Elwood's supply region improve.


EMPIRE MUSIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Empire Music Group, Inc.
        170 West 74th Street
        New York, NY

Bankruptcy Case No.: 06-12026

Chapter 11 Petition Date: August 29, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Neil R. Flaum, Esq.
                  Neil R. Flaum, P.C.
                  42 Broadway, Suite 1749
                  New York, NY 10004
                  Tel: (212) 509-7400

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


ENERGY PARTNERS: ATS Proposal Prompts S&P's Developing Watch
------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications for its 'B+' corporate credit rating on Energy
Partners Ltd. to developing from negative.

The rating action follows the announcement of an unsolicited
proposal from ATS Inc., a wholly owned subsidiary of Woodside
Petroleum Ltd. (A-/Stable/--), to acquire control of the company
for $23 per share.

Standard & Poor's also said that its 'B+' corporate credit rating
on Stone Energy Corp. remains on CreditWatch with negative
implications.  Stone Energy currently has an agreement to merge
with Energy Partners, which would be terminated if Woodside's bid
is successful.

Standard & Poor's expects to resolve the CreditWatch in the near
term pending gaining greater clarity around new developments.

"If Woodside is successful in completing its acquisition of the
company, the ratings on Energy Partners would likely be raised to
the level of Woodside's ratings," said Standard & Poor's credit
analyst Jeffrey Morrison.

"Conversely, should the transaction fail, the ratings on Energy
Partners could potentially be lowered in the near term, following
a full review of the company's pending acquisition of Stone Energy
and related financings."


EXIDE TECHNOLOGIES: Selling Stock Purchase Rights on September 14
-----------------------------------------------------------------
Exide Technologies will be distributing non-transferable rights to
subscribe for and purchase up to 21,428,571 shares of its common
stock to common stockholders of record as of 5:00 p.m. Eastern
Daylight Time, Aug. 23, 2006.

In the offering, each common stockholder will have the right to
subscribe for 0.85753 shares of common stock, at a subscription
price of $3.50 per share, for each share owned on Aug. 23, 2006.

Stockholders will be able to exercise their rights to purchase
shares in the offering until 5:00 p.m. Eastern Daylight Time on
Sept. 14, 2006.

Copies of the prospectus relating to the rights offering meeting
the requirements of Section 10 of the Securities Act of 1933 and
additional materials relating to the rights offering have been
mailed to common stockholders of the Company as of the record
date.

Common stockholders may also obtain a copy of the prospectus from
the information agent for the offering:

   Georgeson Shareholders Communications Inc.
   10th Floor
   17 State Street
   New York City, NY 10004
   Tel.: (888) 206-5896.

Francis M. Corby, Jr., executive vice president and chief
financial officer of Exide, disclosed in a regulatory filing with
the Securities and Exchange Commission that as a result of the
Rights Offering:

    (1) the exercise price of the Company's warrants will be
        reduced to $30.69 per share of common stock;

    (2) the number of shares issuable upon the exercise of each
        warrant will increase by 4.63%; and

    (3) the conversion price of the Company's convertible senior
        subordinated notes will be reduced to $16.42 per share.

"These adjustments will be confirmed in notices sent in
accordance with the warrant agreement and the indenture for the
convertible notes," Mr. Corby said.

In a separate filing, Exide updated its registration statement
relating to the Rights Offering to specify that the 21,428,571
shares to be distributed include 2,893,883 shares being offered
in a separate private placement to two of Exide's shareholders.

The shareholders, who are acting as standby purchasers in the
rights offering, will be receiving registration rights pursuant
to a registration rights agreement that the Company will enter
into with them.

Unless Exide extends the offering period, the subscription rights
will expire if they are not exercised by September 14, 2006.  All
exercises of subscription rights are irrevocable except if Exide
gives the shareholder a right of cancellation as a result of a
fundamental change to the rights offering's terms.

The subscription rights may not be sold or transferred.

Exide also disclosed that the Company may cancel or terminate the
rights offering at any time prior to its expiration.  If Exide
decides to do so, the shareholders' subscription price will be
returned without any payment of interest.

Exide is directly offering the shares without the services of an
underwriter or selling agent.

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

              http://researcharchives.com/t/s?1095

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 90;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


EXIDE TECHNOLOGIES: Shareholders Elect Herbert Aspbury to Board
---------------------------------------------------------------
Exide Technologies' shareholders elected Herbert F. Aspbury to the
Company's Board of Directors and re-elected six current directors
during Exide's Aug. 22 annual meeting in Alpharetta, Georgia.

Mr. Aspbury has served as an Adjunct Professor at the Fisher
Graduate School of International Business of the Monterrey
Institute of International Studies since 2002.  Mr. Aspbury
retired from Chase Manhattan Bank in 2000 where he served in a
number of capacities, most recently as the London-based Managing
Director and Regional Executive for Europe, Africa and the Middle
East.  He was a member of Chase Manhattan Corporation's Management
Committee.  Mr. Aspbury also served in a number of capacities with
Chemical Bank until its merger with Chase Manhattan.  Mr. Aspbury
serves as Vice Chairman of the Board of Trustees of Villanova
University and is the Chair of its Finance Committee, as well as
Chairman of the Royal Oak Foundation, the U.S. arm of Britain's
National Trust.

Mr. Aspbury is an investor and advisor at Private Client Resources
LLC, a privately held company founded in 2001, which provides
consolidated financial information for high wealth investment
managers and their clients.

Mr. Aspbury will serve on Exide's Audit Committee.  He will join
re-elected Directors John P. Reilly (Chairman of the Board),
Gordon A. Ulsh (Exide President and CEO), Michael R. D'Appolonia,
David S. Ferguson, Michael P. Ressner and Carroll R. Wetzel.

"I am pleased that Exide shareholders have voted to approve the
proposed slate of Directors, and I am confident that the addition
of Herb Aspbury will strengthen the Board's ability to help guide
the Company in its continuing effort to add value for shareholders
and customers," Mr. Reilly said.

Shareholders also voted in favor of:

   * a $75 million rights offering and related transactions;

   * an amendment to the Company's Certificate of
     Incorporation to authorize additional capital stock;

   * an amendment to the 2004 stock incentive plan; and

   * ratification of the appointment of PricewaterhouseCoopers
     LLP as the Company's independent auditor for fiscal year
     2007.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 90;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


EXPRESS VENDING: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Express Vending, Inc.
        575-A Horton Court
        Lexington, KY 40511

Bankruptcy Case No.: 06-51053

Type of Business: The Debtor leases vending machines.

Chapter 11 Petition Date: August 29, 2006

Court: Eastern District of Kentucky (Lexington)

Debtor's Counsel: M. Tyler Powell, Esq.
                  Tracey N. Wise, Esq.
                  Wise DelCotto PLLC
                  219 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Denis W. Pike                      Equity Line of        $132,623
1127 Athenia Drive                 Credit - Chase #7162
Lexington, KY 40296                and Bank One LOC

Vistar of Kentucky                 Promissory Note        $69,576
12520 Westport Road
Louisville, KY 40245-1853

Chase                              Trade Debt - Business  $11,233
P.O. Box 9001022                   Line of Credit
Louisville, KY 40290-1022
                                   Unsecured Line of      $11,044
                                   Credit

American Express                   Trade Debt             $13,849
P.O. Box 650448
Dallas, TX 75265-0448

Central Bank                       Unsecured Line of      $10,817
Mark Fox                           Credit
300 West Vine Street
P.O. Box 11360
Lexington, KY 40588-1360

Bank One Visa                      Revolving Credit        $9,448

PNC Bank, NA                       Line of Credit          $9,284

Sams Club                          Trade Debt              $8,971

Bank of America/Fleet              Trade Debt              $6,930

BP                                 Trade Debt              $4,750

Dell                               Revolving Credit        $4,206

Advanta Bank Corp.                 Trade Debt              $4,189

Speedway SuperAmerica              Trade Debt              $4,073

BellSouth Advertising              Trade Debt              $3,763

Productivity Card                  Trade Debt              $2,963

Capital One                        Revolving VISA Acct.    $1,777

Cunningham JoEllen                 Divorce Agreement      Unknown
                                   Claims

Steve Pulliam                      Co-Debtor on First     Unknown
                                   Southern Debt


FORD CREDIT: Fitch Rates $58.2 Million Class D Notes at BB+
-----------------------------------------------------------
Fitch rates Ford Credit Auto Owner Trust 2006-B asset-backed notes
as:

    -- $657,000,000 class A-1 5.4048% 'F1+';
    -- $470,000,000 class A-2A 5.42% 'AAA';
    -- $470,000,000,000 class A-2B floating-rate 'AAA';
    -- $730,000,000 class A-3 5.26% 'AAA';
    -- $438,560,000 class A-4 5.25% 'AAA';
    -- $87,333,000 class B 5.43% 'A';
    -- $58,222,000 class C 5.68% 'BBB+';
    -- $58,222,000 class D 7.12% 'BB+'.

The ratings on the notes are based upon their respective levels of
subordination, the specified credit enhancement amount (funds in
the reserve account and overcollateralization), and the yield
supplement overcollateralization amount.  All ratings reflect the
transaction's sound legal structure, the high quality of the
retail auto receivables originated by Ford Motor Credit Company
(Ford Credit) and the strength of Ford Credit as servicer.  The
class A-1 and class D notes will be initially retained by the
seller.

The weighted average annual percentage rate (WA APR) in 2006-B is
5.8%.  As with previous deals, the 2006-B transaction incorporates
a YSOC feature to compensate for receivables with interest rates
below 8.75%.  The YSOC is subtracted from the pool balance to
calculate bond balances and the first priority, second priority,
and regular principal distribution amounts, resulting in the
creation of 'synthetic' excess spread.  These amounts enhance the
receivables' yield and are available to cover losses and turbo the
class of securities then entitled to receive principal payments.

Initial enhancement for the class A notes as a percentage of the
adjusted collateral balance (collateral balance less YSOC) is 5.5%
(5.0% subordination, and the 0.5% initial reserve deposit).
Initial enhancement for the class B notes is 2.5% (2.0%
subordination and the 0.5% reserve).  Initial enhancement for the
class C notes is 0.5% provided by the reserve account.

On the closing date, the aggregate principal balance of the notes
will be 102% of the initial pool balance less the YSOC.  The class
D notes represent the undercollateralized 2%.  During
amortization, both excess spread and principal collections are
available to reduce the bond balance.  Hence, if excess spread is
positive, the bonds will amortize more quickly than the
collateral.  It is this mechanism that ensures that the class D
notes are collateralized and the specified credit enhancement
level is achieved.

Furthermore, the 2006-B transaction provides significant
structural protection through a shifting payment priority
mechanism.  In each distribution period, a test will be performed
to calculate the amount of desired collateralization for the notes
versus the actual collateralization.  If the actual level of
collateralization is less than the desired, then payments of
interest to subordinate classes may be suspended and made
available as principal to higher rated classes.

Based on the loss statistics of Ford Credit's prior
securitizations, and Ford's U.S. retail portfolio performance,
Fitch expects consistent performance from the pool of receivables
in the 2006-B pool.  For the six months ending June 30, 2006,
average net portfolio outstanding totaled approximately $57.6
billion, total delinquencies were 2.04% and net losses were 0.60%
of the average net portfolio outstanding.


FORD MOTOR: Eyes Sale of Luxury Auto Brands to Investment Group
---------------------------------------------------------------
Ford Motor Co. is in talks to sell its Jaguar and Land Rover
brands led by its former CEO Jacques Nasser, Reuters reports
citing Bloomberg News as its source.

According to Bloomberg, the discussions are with JPMorgan Chase &
Co.'s One Equity Partners LLC, where Mr. Nasser is senior partner
for mergers and acquisition.

The talks, which don't involve Volvo, could result in a joint
venture rather than an outright acquisition, the report states.

In October 2001, Mr. Nasser was ousted as Ford's president and CEO
shortly after the company reported a $692 million third quarter
loss on top of a loss the previous quarter, Reuters relates.

As reported in TCR-Europe on Aug. 22, Ford disclosed plans to
close more factories, cut more management jobs by another 10% to
30% and reduce benefits as it reels from a $254 million net loss
for the second quarter of 2006.  The original plan called for
termination of 30,000 employees and shutting down of 14 plants by
2012.

                         About Ford Motor

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

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
Dominion Bond Rating Service placed long-term debt rating of Ford
Motor Company Under Review with Negative Implications following
announcement that Ford will sharply reduce its North American
vehicle production in 2006.  DBRS lowered on July 21, 2006, Ford
Motor Company's long-term debt rating to B from BB, and lowered
its short-term debt rating to R-3 middle from R-3 high.  DBRS also
lowered Ford Motor Credit Company's long-term debt rating to
BB(low) from BB, and confirmed Ford Credit's short-term debt
rating at R-3(high).

Fitch Ratings also downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company to 'B' from 'B+'.
Fitch also lowered the Ford's senior unsecured rating to 'B+/RR3'
from 'BB-/RR3' and Ford Credit's senior unsecured rating to 'BB-
/RR2' from 'BB/RR2'.  The Rating Outlook remains Negative.

Standard & Poor's Ratings Services also placed its 'B+' long-term
and 'B-2' short-term ratings on Ford Motor Co., Ford Motor Credit
Co., and related entities on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on July 24, 2006,
Moody's Investors Service lowered the Corporate Family and senior
unsecured ratings of Ford Motor Company to B2 from Ba3 and the
senior unsecured rating of Ford Motor Credit Company to Ba3 from
Ba2.  The Speculative Grade Liquidity rating of Ford has been
confirmed at SGL-1, indicating very good liquidity over the coming
12 month period.  The outlook for the ratings is negative.


FULLNET COMMS: June 30 Working Capital Deficit Tops $2.2 Million
----------------------------------------------------------------
FullNet Communications, Inc., filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 11, 2006.

The Company reported a $146,258 net loss on $418,761 of total
revenues for the three months ended June 30, 2006, compared with a
net income of $29,634 on $607,864 of total revenues for the same
period in 2005.

At June 30, 2006, the Company's balance sheet showed $1,034,264 in
total assets and $2,534,414 in total liabilities, resulting in a
$1,500,150 stockholders' deficit.  The Company had a $1,220,169
deficit at Dec. 31, 2005.

The Company's June 30 balance sheet also showed strained liquidity
with $184,867 in total current assets available to pay $2,416,673
in total current liabilities coming due within the next 12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?10a2

                        Going Concern Doubt

Murrell, Hall, McIntosh & Co., PLLP, in Oklahoma City, Okla.,
raised substantial doubt about the ability of FullNet
Communications, Inc., 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
negative working capital and disputed back billings from one of
its access providers.

                   About FullNet Communications

FullNet Communications, Inc. -- http://www.fullnet.net/-- offers
integrated communications and Internet connectivity to
individuals, businesses, organizations, educational institutions,
and government agencies in Oklahoma.


FUTURE MEDIA: Files 1st Amended Disclosure Statement in C.D. Cal.
-----------------------------------------------------------------
Future Media Productions, Inc., unveiled to the U.S. Bankruptcy
Court for the Central District of California in San Fernando
Valley its First Amended Liquidating Plan and the First Amended
Disclosure Statement explaining that Plan.

                       Overview of the Plan

The liquidating plan will create a liquidating trust that will
distribute payments to creditors holding allowed claims from the
proceeds of the liquidation of its property, claims, rights and
causes of action.

The Debtor's primary assets are cash being maintained by the
Debtor and potential recoveries from Estate Claims.

As of May 31, 2006, the Debtor's cash on hand was approximately
$1.6 million, including the $50,000 GE Capital Reserve and the
$870,000 SLL Reserve.

The Debtor explains that the gross potential recoveries from
Estate Claims is unknown because it is still in the process of
investigating the Estate Claims.

The cash on hand and the Estate Claims Recovery, referred to as
Plan Funds, will be distributed to the creditors in accordance
with the priorities under the Bankruptcy Code.

                        Treatment of Claims

Under the Debtor's Plan, all Administrative Claims will be paid in
full out of the Administrative Fee Reserve on the later of:

   a. the Effective Date; or

   b. the date of the Court allows any administrative claim.

Holders of Priority Tax Claims will be paid in full in regular
installment payments on the later of:

   a. the Effective Date; or

   b. over a period ending not later than five years after the
      Debtor filed for bankruptcy.

All Allowed Secured Claims and Allowed Priority Claims will be
paid in full.

All Priority Unsecured Claims known as the Employee Claims,
totaling $260,988.97, will be paid from the Plan Funds on the
later of:

   a) the Effective Date; or

   b) if an objection to a particular Employee Claim is filed or
      if that claim was scheduled as unknown, contingent,
      unliquidated or disputed, entry of a final order allowing
      that claim.

Holders of Allowed General Unsecured Claims will be paid on a pro
rate share after all allowed administrative claims and priority
claims have been paid in full.

Equity Interest Holders will get nothing under the Plan and their
interests will be cancelled.

                        GE Capital Reserve

The Debtor was indebted to General Electric Capital Corporation
for more than $5.3 million.  The Debtor has paid all its debts to
GE, including its disputed default interest amounting to $164,995.
The GE Capital Reserve is maintained for any additional attorneys'
fees to which GE Capital may be entitled.

                            SLL Reserve

SLL, Inc., asserts an interest in the Debtor's cash collateral.
SLL is the assignee of a $2 million loan and security agreement
negotiated by Sandel, a former insider and shareholder of the
Debtor.  The SLL Reserve is maintained as adequate protection for
that company.

A full-text copy of the Debtor's First Amended Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060830230249

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication
and packaging services on the West Coast.  The Company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C.D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represent the Debtor in its restructuring
efforts.  Jeremy V. Richards, Esq., and Hamid R. Rafatjoo, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub LLP represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $12,370,783 in total
assets and $30,650,669 in total debts.


GIANT INDUSTRIES: Western Refining Merger Cues S&P's Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on
petroleum refining and marketing company Giant Industries Inc. on
CreditWatch with positive implications, following the announcement
that the boards of directors of Western Refining Inc. and Giant
have unanimously approved a definitive merger agreement.  Under
the agreement, Western will acquire all of the outstanding shares
of Giant in a cash transaction valued at about $1.5 billion,
including about $275 million of Giant's debt.

The CreditWatch placement is based on the expectation that Giant
will commence a tender offer and consent solicitation relating to
the company's 8% senior subordinated notes due 2014 and 11% senior
subordinated notes due 2012.

"If the transaction is completed as outlined by management, the
notes will be redeemed and Standard & Poor's will withdraw its
corporate credit and note ratings on Giant," said Standard &
Poor's credit analyst Paul B. Harvey.  "If the transaction is not
completed, the rating on Giant would be affirmed at the current
'B+' level," he continued.

The CreditWatch placement does not anticipate any other
developments with regard to the ratings of the combined entity.


GLOBAL REALTY: Inks Merger Deal with CyberCare & U.S. Sustainable
-----------------------------------------------------------------
CyberCare, Inc., and U.S. Sustainable Energy Corporation provided
this update on CyberCare's Plan of Reorganization and the
anticipated merger.

Confirmation of CyberCare's Plan of Reorganization has been
delayed several times, and is now expected to occur in October
2006.  Confirmation delays have hindered the company's ability to
raise capital and implement the business plan of U.S. Sustainable.
Accordingly, U.S. Sustainable has entered into an agreement to
merge with Global Realty Development Corp.

Hence "Under the terms of the proposed merger between U.S.
Sustainable and Global Realty, shareholders of record of CYBR as
of Aug. 15, 2006, will be issued one share of Global Realty for
every five shares of CYBR beneficially owned on the record date."

The merger with Global Realty will be implemented in two steps,
with the intent of preserving the CyberCare shareholder rights,
and restoring the shareholders to their equity interest in U.S.
Sustainable after completion of CyberCare's reorganization.

                         About CyberCare

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

                 About Global Realty Development

Based in Coral Springs, Florida, Global Realty Development Corp.
(OTC BB:GRLY.OB) -- http://www.grdcorporation.com/-- is an
international land development company operating through various
real estate development subsidiaries.  The Company is primarily
engaged in the acquisition and development of real estate in
Australia and is pursuing projects in the United States, South
America and the Far East.  Global intends to focus its future on
the entertainment and gaming industries and Biofuels.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 13, 2006,
Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Global Realty Development Corp.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's incurred net losses of
$10,642,711 and $2,872,372 for the years ended Dec. 31, 2005 and
2004, respectively.


GRUPO IUSACELL: Creditors Execute Convenio Concursal
----------------------------------------------------
Grupo Iusacell, S.A. de C.V., disclosed the execution of the
convenio concursal by a group of creditors representing
approximately 90% of the Company's total debt.

The Company expects to submit the convenio concursal to a Mexican
judge for approval, with the consent of the conciliator appointed
by the Federal Institute Specializing in Instituto Federal de
Especialistas en Concursos Mercantiles.  Among other things, the
court's approval of the submission, completes the Company's
restructuring process.

The Company is closely cooperating with Lic. Enrique Estrella
Menendez, the conciliator appointed by IFECOM in the Company's
restructuring proceedings, to comply with all the requirements of
the concurso mercantile process and conclude the process as
quickly as possible.

The convenio concursal among the Company and its creditors was
executed in accordance with its restructuring agreement, which
will consist of the exchange of its $350 million 14.25% notes due
2006 for an aggregate principal amount of $175 million of new
notes due 2013 that will bear interest at an annual rate of 10%
and the cancellation of any default interest due and payable under
the 2006 Notes.

Headquartered in Mexico City, Mexico, Grupo Iusacell, S.A. de C.V.
(BMV: CEL) -- http://www.iusacell.com-- is a wireless cellular
and PCS service provider in Mexico with a national footprint.
Independent of the negotiations towards the restructuring of its
debt, Grupo Iusacell reinforces its commitment with customers,
employees and suppliers and guarantees the highest quality
standards in its daily operations offering more and better voice
communication and data services through state-of-the-art
technology, including its new 3G network, throughout all of the
regions in which it operate.

Grupo Iusacell filed for bankruptcy protection on June 18 under
Mexican Law to prevent creditors from disrupting its debt
restructuring talks.  On July 14, 2006, Gramercy Emerging Markets
Fund, Pallmall LLC and Kapali LLC, owed an aggregate amount of
$55,878,000 filed an Involuntary Chapter 11 Case against Grupo
Iusacell's operating subsidiary, Grupo Iusacell Celular, S.A. de
C.V. (Bankr. S.D.N.Y. Case No. 06-11599).  Alan M. Field, Esq., at
Manatt, Phelps & Phillips, LLP, represents the petitioners.
Iusacell Celular then filed for bankruptcy protection under
Mexican Law on July 18.


GVI SECURITY: Shows $1.5 Million Stockholders' Deficit at June 30
-----------------------------------------------------------------
GVI Security Solutions, Inc., filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 15, 2006.

The Company reported a $4,487,000 net loss on $11,155,000 of
revenues for the three months ended June 30, 2006, compared with a
$2,850,000 net loss on $10,058,000 of revenues for the same period
in 2005.

At June 30, 2006, the Company's balance sheet showed $23,340,000
in total assets and $24,878,000 in total liabilities, resulting in
a $1,538,000 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $21,145,000 in total current assets available to pay
$24,777,000 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?10a9

                        Going Concern Doubt

Mercadien, P.C., in Hamilton, New Jersey, raised substantial doubt
about GVI Security Solutions, Inc.'s ability to continue as a
going concern after auditing the Company's financial statements
for the year ended Dec. 31, 2005.  The auditor pointed to the
Company's recurring losses and negative cash flows.

                   About GVI Security Solutions

GVI Security Solutions, Inc., through its subsidiaries, provides
video surveillance and security solutions incorporating a complete
line of video surveillance, access control and detection systems
to the homeland security, professional and business-to-business
market segments.


HEARTLAND INC: Discontinued Ops. Gain Boosts Income to $7 Million
-----------------------------------------------------------------
Heartland, Inc., filed its second quarter financial statements for
the three months ended June 30, 2006, with the Securities and
Exchange Commission on Aug. 22, 2006.

The Company reported $7,029,021 of net income on $4,869,422 of net
revenues for the three months ended June 30, 2006, compared with a
$478,140 net loss on $5,163,980 of net revenues for the same
period in 2005.

The Company's net income was due in part to the $6,010,811 gain
from discontinued operations and $881,141 of income from
discontinued operations.

At June 30, 2006, the Company's balance sheet showed $6,865,096
in total assets, $6,841,415 in total liabilities, and $23,682 in
total stockholders' equity.

The Company's June 30 balance sheet showed $4,464,257 in total
current assets available to pay $5,885,049 in total current
liabilities coming due within the next 12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?109b

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 7, 2006,
Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Heartland, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005, and 2004.
The auditor pointed to the Company's negative working capital
accumulated deficit.

                       About Heartland Inc.

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


HECLA MINING: Moody's Withdraws Caa1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn its corporate family
rating for Hecla Mining Company.  The company has no debt rated by
Moody's.

Issuer: Hecla Mining Company

   Corporate Family Rating, Withdrawn, previously rated Caa1

Moody's last rating action on Hecla was an upgrade of the
corporate family rating to Caa1 in September 2004.

Hecla Mining Company, headquartered in Coeur d' Alene, Idaho, is a
precious metals company with mining operations in the United
States, Mexico, and Venezuela, and had revenue of $110 million in
2005.


INTERSTATE BAKERIES: Two Courts Approve Fishlowitz Class Pact
-------------------------------------------------------------
Bruce E. Strauss, Esq., at Merrick, Baker & Strauss, PC, in
Kansas City, Missouri, relates that the U.S. Bankruptcy Court for
the Western District of Missouri and the U.S. District Court for
the Central District of California have approved the settlement
agreement between Interstate Bakeries Corporation and its debtor-
affiliates and the Fishlowitz Class.

The Settlement conditionally approves a $6,000,000 unsecured
class claim and a $2,000,000 administrative class claim in favor
of the Fishlowitz Class members, Mr. Strauss says.

Accordingly, Mitchell N. Fishlowitz, on behalf of himself and as
representative of a class of individuals similarly situated,
withdraws his request for a modification of the automatic stay to
allow him to proceed with the Fishlowitz Action.

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Mitchell Fishlowitz is the representative of a putative class
captioned Fishlowitz, et al., etc. v. Interstate Brands
Corporation, Inc., Case No. CV03-9585 RGK (JWJx), which was
presided in the California Central District Court.

The Fishlowitz Class, which is composed of Interstate Brands'
former and current employees, asserted claims against the company
based on violations of federal and California laws.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


KNOLL INC: Inks New Five-Year Collective Bargaining Agreement
-------------------------------------------------------------
Knoll, Inc., entered into a new five-year collective bargaining
agreement with the Carpenters Union, Local 1615, of the United
Brotherhood of Carpenters and Joiners of America, Affiliate of the
Carpenters Industrial Council.

The Collective Bargaining Agreement was ratified by the Union on
Aug. 25, 2006 and became binding at that time.  It sets forth the
terms and conditions of employment for bargaining unit members
working at the Company's Grand Rapids, Michigan facility and
becomes effective on Aug. 27, 2006.  The Collective Bargaining
Agreement continues until Aug. 27, 2011, after which time it would
continue on a year-to-year basis.

A full text-copy of the new collective bargaining agreement may be
viewed at no charge at http://ResearchArchives.com/t/s?10a8

Headquartered in East Greenville, Pennsylvania, Knoll Inc.,
(NYSE:KNL) designs and manufactures branded office furniture
products and textiles, serves clients worldwide.  It distributes
its products through a network of more than 300 dealerships and
100 showrooms and regional offices.  The Company operates four
manufacturing sites in North America: East Greenville,
Pennsylvania; Grand Rapids and Muskegon, Michigan; and Toronto,
Ontario.  In addition, it has plants in Foligno and Graffignana,
Italy.

                         *     *     *

As reported in the Troubled Company Reporter on July 18, 2006
Standard & Poor's Ratings Services raised its corporate credit
rating and senior secured bank loan ratings, on Knoll Inc., to
'BB' from 'BB-'.  The outlook was revised to stable from positive.


LUCENT: Proxinvest Urges Alcatel Shareholders to Reject Merger
--------------------------------------------------------------
Proxinvest is urging shareholders of Alcatel SA to reject a
proposed merger with U.S. rival Lucent Technologies Inc.,
disclosing that they are paying too much for Lucent, Leila Abboud
writes for The Wall Street Journal.

The deal is subject to the approval by at least two thirds of the
shareholders in each company, which are scheduled to vote on
Sept. 7.

"The outlook for Lucent has significantly worsened since the deal
was announced," said Richard Windsor, an analyst at Nomura
Securities, was quoted by WSJ as saying.  "The strategic rationale
for the deal is still there but I just think Alcatel is offering
too much and should pay less."

The French investor-advisory has criticized the financial terms of
the proposed merger, asserting that the exchange rate should be
closer to seven Lucent shares for each Alcatel share instead of
the current five-for-one value specified in the merger deal, given
Lucent's falling share price and weak performance.

Alcatel spokeswoman Regine Coqueran told WSJ that the company's
board had done an exhaustive and "prudent analysis of Lucent's
business and believed that the price set in April was appropriate.
The value of a company depends more on long-term perspectives than
on one or two quarters," said Ms. Coqueran.

Proxinvest also criticized a proposal that would require votes
from two-thirds of members to remove either the CEO or the
chairman of the combined company, the paper reports.  Ms. Coqueran
clarifies that the rule would only last three years and was aimed
at ensuring management stability after the merger, the paper
discloses.

According to Ms. Abboud, Proxinvest's position differs from U.S.-
based Institutional Shareholder Services' and Glass, Lewis & Co.'s
recommendation that shareholders of both firms support the deal.

                         Merger Deal

Alcatel and Lucent entered into a definitive merger agreement in
April 2006, which will have an aggregate market capitalization of
approximately EUR30 billion ($36 billion), based upon the closing
prices on March 31.  Based on calendar 2005 sales, the combined
company will have revenues of approximately EUR21 billion ($25
billion), divided almost evenly among North America, Europe and
the rest of the world.

The combined company created by this merger of equals is
incorporated in France, with executive offices located in Paris.
The North American operations will be based in New Jersey,
U.S.A., where global Bell Labs will remain headquartered.

The board of directors of the combined company will be composed of
14 members and will have equal representation from each company,
including Alcatel CEO Serge Tchuruk and Lucent CEO Patricia Russo,
five of Alcatel's current directors and five of Lucent's current
directors.  The board will also include two new independent
European directors to be mutually agreed upon.

                        About Alcatel

Headquartered in Paris, France, Alcatel S.A. (Paris: CGEP.PA and
NYSE: ALA) -- http://www.alcatel.com/-- provides communications
solutions to telecommunication carriers, Internet service
providers and enterprises for delivery of voice, data and video
applications to their customers or employees.  Alcatel brings
its leading position in fixed and mobile broadband networks,
applications and services, to help its partners and customers
build a user-centric broadband world.  With sales of EUR13.1
billion and 58,000 employees in 2005, Alcatel operates in more
than 130 countries.

                       About Lucent Technologies

Headquartered in Murray Hill, New Jersey, Lucent Technologies
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers the
systems, services and software that drive next-generation
communications networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better manage
their networks.  Lucent's customer base includes communications
service providers, governments and enterprises worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service placed Lucent Technologies, Inc.'s B1
corporate family rating, B1 senior unsecured rating, B3
subordinated rating, and B3 trust preferred rating under review
for possible upgrade following the company's announcement of a
definitive merger agreement with Alcatel.


MAGSTAR TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $3MM
---------------------------------------------------------------
At June 30, 2006, Magstar Technologies Inc. reported a $3,040,776
stockholders' deficiency from total assets of $2,780,586 and total
liabilities of $5,821,362.

For the three months ended June 30, 2006, the Company reported
net income of $118,120 from net sales of $2,624,353.

Full-text copies of the Company's financial statements for the
quarter ended June 30, 2006 are available for free at:

              http://researcharchives.com/t/s?10a5

Headquartered in Hopkins, Minnesota, MagStar Technologies Inc.
develops and manufactures centrifuges, conveyors, medical devices,
spindles, and sub assemblies for medical, magnetic, motion control
and industrial original equipment manufacturers.  The Company
manufactures close tolerance bearing-related assemblies for the
medical device industry.  The Company also contract manufactures
biometric identification assemblies, spindles, precision slides
and complex magnetic assemblies.  The Company's products are sold
throughout the United States and North America, Europe, and Asia.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Virchow, Krause & Company LLP expressed substantial doubt about
MagStar Technologies, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
years ended Dec. 31, 2005 and 2004.  The auditing firm pointed to
the Company's recurring losses from operations as well as its
total liabilities exceeding its total assets.


MATHON FUND: Selling 1MM Shares in Las Vegas Resort on Sept. 28
---------------------------------------------------------------
Mathon Fund LLC and its debtor-affiliates will be selling
approximately 1 million shares of common stock, a minority
ownership interest, in Las Vegas Resort Development on Sept. 28,
2006, at 11:30 a.m.

The sale will be held at the courtroom of the Honorable George B.
Nielsen, Jr. for the U.S. Bankruptcy Court for the District of
Arizona, Courtroom 702, 7th Floor, 230 N. First Avenue, in
Phoenix, Arizona.

LRVD holds the developments rights to approximately 12 acres
located 1/4 mile east of Las Vegas Boulevard, and approximately
1/8 mile north of Flamingo Avenue.

Not all the parcels are contiguous, but non-contiguous parcels in
the area are substantially owned by Winnick Properties or a
related entity.

Winnick owns the majority of the stock in LVRD holding the
development rights while the fractional ownership rights are held
separately by some 25,000 individual owners of timeshare intervals
on approximately 490 timeshare units.  It is believed that the
current H-1 zoning allows for structures up to 500 feet without a
variance.

The bidding will begin at $11,100,000 with bidding to continue in
$100,000 increments.  Qualified bidders may appear in person, by
authorized representative, or by telephone.  Potential bidders
will need to be pre-qualified by Sept. 22nd, 2006.

For more information, contact Ed Standage at telephone number
(480) 215-7248, or go to http://www.mathonconservatorship.com/

Headquartered in Phoenix, Arizona, Mathon Fund LLC and its
debtor-affiliates filed for chapter 11 protection on Nov. 13, 2005
(Bankr. D. Ariz. Case Nos. 05-27993 through 05-27995).
Lawrence E. Wilk, Esq., at Jaburg & Wilk, P.C. represents the
Debtors in their restructuring efforts.  Alan A. Meda, Esq., at
Stinson Morrison Hecker LLP represents the Official Committee of
Unsecured Creditors.  When Mathon Fund filed for protection from
its creditors, it listed assets totaling $16,851,721 and debts
totaling $79,259,996.


MERIDIAN AUTOMOTIVE: Ct. OKs Pact With GECC to Repossess Equipment
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation between Meridian Automotive Systems, Inc., and its
debtor-affiliates and General Electric Capital Corporation.

The parties agree that:

   (a) The automatic stay is terminated with regards to GECC, the
       Debtors and the Leased Equipment to permit GECC to
       exercise all of its rights and remedies under state law
       and the Equipment Lease Documents;

   (b) The Debtors release all of their rights in the Leased
       Equipment and Equipment Schedule No. 005 to the Parties'
       Master Lease Agreement.  The Parties agree that the
       Schedule is rejected;

   (c) GECC waives and releases the Debtors from all obligations,
       liabilities and claims concerning the Leased Equipment
       except for certain damages claims;

   (d) GECC may store the Leased Equipment on the Debtors'
       premises where it is currently kept, at the corporation's
       sole risk of loss and damage except those resulting from
       the Debtors':

       -- abuse, relocation, dismantling or modification of the
          Leased Equipment; or

       -- gross negligence subsequent to January 12, 2006.

       GECC may store the Leased Equipment without the obligation
       to pay any rent or other storage charges to the Debtors
       until February 2007.  However, if the Debtors sell the
       Subject Premises, GECC will remove the Leased Equipment at
       its sole cost and expense upon 30 days' notice prior to
       the closing of the Premises' sale;

   (e) GECC will have the right to enter the Subject Premises
       during normal business hours, upon 48 hours' notice via
       electronic mail to Matthew K. Paroly to:

       -- show the Leased Equipment to prospective purchasers;
       -- appraise or repair the Leased Equipment; or
       -- remove the Leased Equipment.

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. 37;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


METAL STORM: Raising AUD27.5 Million in Unsec. Conv. Notes Issue
----------------------------------------------------------------
Metal Storm Limited's Renounceable Rights Issue of unsecured
Convertible Notes and attaching New Options closed on Aug. 24,
2006.  The Company has received acceptances for 28,688,166 of the
203,703,704 Convertible Notes and 14,344,083 of the 101,851,852
New Options that were offered.

The issue was fully underwritten by Patersons Securities Limited
and sub-underwritten to the extent of AUD26.125 million by Harmony
Investment Fund Limited.  The Company confirms that a shortfall
notice has been issued under the underwriting agreement.  Subject
to the terms of this agreement, the shortfall of 175,015,538
Convertible Notes and 87,507,769 New Options will be taken up by
the underwriter and sub-underwriter.  When completed, the total
funds raised under this issue will be approximately AUD27.5
million before issue costs.

As detailed in the Prospectus lodged on July 28, 2006,
shareholders who have accepted the offer will be issued with
securities with these key features:

Convertible Notes

   -- Convertible Notes bear interest at the rate of 10% per annum
      on the face value of AUD0.135 per Convertible note over the
      term.  Interest is payable quarterly in arrears, but the
      Company may elect to defer payment of some or all of the
      interest for the first year;

   -- at the Maturity Date (expected to be 31 August 2009), the
      Company must repay the face value of AUD0.135 to the Note
      Holder, unless the Note Holder has elected to convert their
      Convertible Note into ordinary shares;

   -- it is an event of default under the Trust Deed for the
      Convertible Notes if, amongst other things, Metal Storm does
      not meet certain performance and cash milestones;

   -- until conversion or redemption, the Convertible Notes rank
      ahead of ordinary shares in the event of the Company being
      wound up;

   -- Note Holders may elect to convert some or all of their
      Convertible Notes into ordinary shares at a conversion price
      which is the lesser of:

      1. AUD0.135 cents per share;

      2. 90% of the volume weighted average price of ordinary
         shares during the 30 business days immediately preceding
         the conversion date, rounded to the nearest cent; and

   -- Note Holders can elect to convert some or all of their
      Convertible Notes into ordinary shares at the beginning of
      each quarter, at the Maturity Date and at certain other
      times.

New Options

   -- Subject to the terms and conditions of the New Options, each
      New Option entitles the holder to subscribe for one ordinary
      share of Metal Storm upon exercise and payment of the
      Exercise Price of AUD0.15;

   -- the New Options expire three years from the date of issue
      (expected to be August 31, 2009) and can be exercised by
      the holder at any time before then.

The net funds raised, together with existing cash reserves and
confirmed revenues from current operations, are expected to be
sufficient to cover the estimated cost of existing and planned
operations and interest payable on the Convertible Notes through
to the August 2009, without assuming additional income from other
sources or from the exercise of options.

The Board are grateful to the shareholders, Patersons and Harmony
for their support in the capital raise.  The Company is more
committed than ever to see the development of its technology to
commercial outcomes.

The Convertible Notes and the New Options are expected to be
allotted on Aug. 31 2006 and holding statements for those
securities are expected to be dispatched on 1 September 2006.
Metal Storm will then have three securities independently traded
on the ASX under these codes:

      Ordinary Shares     MST  (existing)
      Convertible Notes   MSTG
      Options             MSTO

      Notes:

      Metal Storm's Australian Stock Exchange trading code: MST
      Metal Storm's NASDAQ Small Cap ticker symbol: MTSX

                   About Patersons Securities

Patersons Securities is Australia's largest independently owned
specialist stockbroker, with ten offices around the country.
Established over 100 years ago, Patersons now has more than
140 private client advisers, institutional sales, research and
full corporate finance capability. Over the last two years the
Patersons corporate finance team has raised over $1.5 billion for
clients, ranking it in the Top 10 brokers in capital raisings by
value.

                    About Harmony Capital Pte

Harmony Capital Partners is a Singapore-based fund management
company which manages a $500 million capacity Fund.  The primary
strategy of Harmony is to invest in special situations in Asia
including Australia and New Zealand.  The principals of Harmony,
Suresh Withana and John Nicholls, are very familiar with the
investment environment in Australia, particularly in the
turnaround space with experience in a number of industry sectors.
Harmony has a number of large investors in its fund including a
cornerstone investor with a significant capital base providing
it with the capability to execute investments ranging from
$5 million to $50 million in size.

                        About Metal Storm

Metal Storm Limited (ASX: MST) and (NASDAQ: MTSX) is a multi-
national defense technology company engaged in the development of
electronically initiated ballistics systems using its unique
"stacked projectile" technology.  The company is headquartered in
Brisbane, Australia and incorporated in Australia, with an office
in Arlington, Virginia.

As reported in the Troubled Company Reporter on Aug. 2, 2006,
Ernst & Young LLP expressed substantial doubt about Metal Storm's
ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's recurring
operating losses and negative cash flows from operating
activities.


MICHAEL ERICKSON: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael S. Erickson
        Annette Marie Juilly
        342 King Road
        Petaluma, CA 94952

Bankruptcy Case No.: 06-10560

Chapter 11 Petition Date: August 29, 2006

Court: Northern District of California (Santa Rosa)

Debtors' Counsel: James F. Beiden, Esq.
                  840 Hinckley Road, Suite 245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  Fax: (650) 697-1101

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
SallieMae                          Student Loan           $10,270
P.O. Box 9500
Wilkes Barre, PA 18773

Paul Juilly                        Personal Loans          $8,700
P.O. Box 446
Cazadero, CA 95421

Toyota Motor Credit                Deficiency from         $5,596
P.O. Box 2730, WF22                Vehicle Repossession
Torrance, CA 90509

Marian Lane Diamond Ph.D.          Neuropsychological      $2,472
250 Bel Marin Keys Boulevard       Tests
Suite D-5
Novato, CA 94949

Petaluma Valley Hospital           Medical Care            $1,498
P.O. Box 2190
Ashland, VA 23005

Santa Rosa Memorial Hospital       Medical Care            $1,022

Corte Madera Fire Department       Emergency Medical         $687
                                   Services

McPhail Fuel Co.                   Propane                   $670

Baddeley, Oliker & Sartori                                   $525

North Bay Neurology                Medical                   $256

Redwood Regional Medical Group     Medical Care               $62

Rhonert Park Emergency             Emergency Medical          $62
Physicians                         Care

Franchise Tax Board                Income Tax             Unknown

Internal Revenue Service           Income Tax             Unknown


MIRANT CORP: Justice Dickerson Rules on Bowline Tax Liability
-------------------------------------------------------------
Justice Thomas Dickerson of the Supreme Court of the State of New
York ruled on Aug. 11, 2006, that the taxing authorities in the
town of Haverstraw, New York -- Rockland county, Haverstraw-Stony
Point Central School District, Haverstraw village and West
Haverstraw village -- owe Mirant Bowline, LLC, a Mirant Corp.
debtor-affiliate $190,500,000 in tax refunds, The Journal News
reports.

The Haverstraw units will pay back Mirant approximately
$27,500,000, while the school district will pay $163,000,000,
Akiko Matsuda of the Journal News says.

As previously reported, the Debtors complained that the
Haverstraw tax units over-assessed the values of Mirant Bowline's
real property taxes for 1995 to 2003.  Certain taxing authorities
in Stony Point, New York, also made similar erroneous assessments
for Mirant Lovett, LLC, for the tax years 2000 to 2003, according
to Mirant.

Ms. Matsuda writes that Justice Dickerson, in his ruling,
reduced:

    * the 2001 Bowline assessment from $959,000,000 to
      $280,000,000; and

    * the 1995 Bowline assessment from $669,000,000 to
      $481,000,000.

In June 2006, the New York Taxing Authorities and Mirant entered
into a proposed settlement agreement to resolve their dispute.
All of the taxing authorities, other than the town of Stony
Point, approved the settlement.

According to Judge Lynn, Justice Dickerson will be issuing a
separate decision with respect to Stony Point's assessments of
Mirant Lovett's taxes by October 21, 2006.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  The rating outlook is stable for Mirant, MNA, MAG, and
MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


MIRANT CORP: $3MM Claim Scrapped as Court Okays Mitsui Settlement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a settlement agreement between Mitsui & Co. (U.S.A.),
Inc., and Mirant Corp. and its affiliated companies, including
Mirant Americas, Inc., Mirant Bowline, L.L.C., and Mirant
Wyandotte, L.L.C.

The Settlement Agreement resolves the parties' dispute over
alleged breach of contract by the Mirant Debtors under two
prepetition supply agreements -- the Bowline Agreement and the
Wyandotte Agreement.  In addition, pursuant to the Agreements,
Mitsui provided the Mirant Debtors with certain letters of
credit.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that the dispute arose when the Mirant Debtors:

    * canceled their projects under the Bowline Agreement and the
      Wyandotte Agreement; and

    * elected not to take delivery of Mitsui's equipment, material
      and services provided under the Agreements.

The undelivered equipment, material and services total to
$1,900,000.

As a result, Mitsui filed Claim No. 0000003094 for $3,000,000
against the Mirant Debtors.

Recently, the parties began discussing:

    -- Mitsui's potential supply of goods and services to the
       Reorganized Debtors in the event they recommence
       construction at the Bowline Facility; and

    -- the possible need for Mitsui's services in support of the
       potential sale by the Reorganized Debtors to a third party
       of the equipment provided by Mitsui under the Bowline
       Agreement and Wyandotte Agreement.

Because of the parties' intention to re-establish their
professional relationship, Mitsui and the Reorganized Debtors
agree to resolve all issues relating to the Mitsui Claim and the
Undelivered Scope through the Settlement Agreement.

The principal terms of the Settlement Agreement are:

    (a) New Mirant will release all claims under any of the
        Letters of Credit.  New Mirant will also return the
        Letters of Credit, in the full undrawn amounts, to the
        entity issuing the Letters of Credit.  In the event that
        the Letters of Credit are lost or missing, or New Mirant
        does not return the Letters of Credit within two days of
        the effective date of the Settlement Agreement, the
        Reorganized Debtors must provide a certification in the
        Settlement Agreement;

    (b) Mitsui will withdraw the Mitsui Claim once the Letters of
        Credit are returned or the Certification has been
        provided;

    (c) New Mirant will have no further payment obligations under
        either the Bowline Agreement or Wyandotte Agreement;

    (d) Mitsui will have no further obligation to deliver
        materials, supplies or services, or perform under a
        warranty or any other obligations, under either of the
        Bowline Agreement or the Wyandotte Agreement;

    (e) New Mirant will grant Mitsui and Ishikawajima-Harima Heavy
        Industries Co., Ltd., a general release, while Mitsui will
        grant Mirant a general release.  IHI is Mitsui's
        subcontractor in connection with the Bowline Agreement and
        Wyandotte Agreement.  While not a party to the Settlement
        Agreement, IHI did agree and consent to the Settlement
        Agreement;

    (f) Mirant will provide Mitsui prior written notice of the
        recommencement of any of its construction at the Bowline
        Facility or the sale of any equipment previously supplied
        by Mitsui to Mirant under the Bowline Agreement or
        Wyandotte Agreement; and

    (g} The parties will negotiate in good faith to reach a new
        commercial agreement describing the work or services to be
        provided by Mitsui to Mirant.

A full-text copy of the Mitsui Settlement Agreement is available
for free at http://researcharchives.com/t/s?d79

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  The rating outlook is stable for Mirant, MNA, MAG, and
MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


MORGAN STANLEY: S&P Puts $3 Million Notes' B+ Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on
Morgan Stanley ACES SPC's $3 million class A-3 secured fixed-rate
notes from series 2006-8 on CreditWatch with negative
implications.

The rating action reflects the Aug. 8, 2006, placement of the
rating on the underlying securities, the $1 billion 8% senior
notes issued by Cablevision Systems Corp., on CreditWatch with
negative implications.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-dependent synthetic transaction that is
weak-linked to the lowest of:

    * the ratings on the respective reference obligations
      for each class;

    * the long-term rating on Morgan Stanley ('A+'), which is the
      swap counterparty and the contingent forward counterparty's
      guarantor; and

    * the credit quality of the underlying securities, BA Master
      Credit Card Trust II's class A certificates due 2013 from
      series 2001-B ('AAA').


MORGAN STANLEY: Fitch Holds Low-B Ratings on $19.4 Mil. of Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Dean Witter Capital I Trust
2002-IQ2 commercial mortgage pass-through certificates, series
2002-IQ2, as:

    -- $24.3 million class C to 'AA+' from 'AA-';
    -- $7.8 million class D to 'AA' from 'A+';
    -- $7.8 million class E to 'AA-' from 'A';
    -- $7.8 million class F to 'A+' from 'A-';
    -- $5.8 million class G to 'A' from 'BBB';
    -- $9.7 million class H to 'BBB' from 'BBB-'.

Fitch also affirms these classes:

    -- $19.7 million class A-2 at 'AAA';
    -- $151 million class A-3 at 'AAA';
    -- $262.3 million class A-4 at 'AAA';
    -- $Interest only class X-1 at 'AAA';
    -- $Interest only class X-2 at 'AAA';
    -- $25.3 million class B to 'AAA';
    -- $5.8 million class J at 'BB+';
    -- $3.9 million class K at 'BB-';
    -- $3.9 million class L at 'B+';
    -- $2.9 million class M at 'B';
    -- $2.9 million class N at 'B-'.

Fitch does not rate the $4.9 million class O certificates.

The upgrades reflect increased credit enhancement due to paydowns
and amortization since Fitch's last rating action.  As of the
August 2006 distribution date, the pool's aggregate certificate
balance has decreased 29.9%, to $545.8 million from
$778.6 million, since issuance.  Of the original 105 loans, 81
remain outstanding.

Three loans, Woodfield Mall (10.9%), Joe Scott Portfolio (10.8%),
and One Seaport Plaza (3.9%), maintain investment grade credit
assessments based on their stable performance.  Fitch reviewed
operating statement analysis reports and other performance
information provided by Key Bank.  The debt service coverage ratio
(DSCR) for each loan is calculated using the Fitch adjusted net
cash flow (NCF) and a stressed debt service based on the current
loan balance and a hypothetical mortgage constant.

The Woodfield Mall loan (10.9%) is secured by a 2.2 million square
foot mall located in Schaumburg, Illinois.  The loan consists of a
$59.2 million portion of a pari passu loan with a total
outstanding balance of $245.5 million.  The year-end 2005 Fitch
stressed A note DSCR increased to 1.89 times (x) from 1.66x at
issuance.  In-line occupancy as of YE 2005 was 93%, an increase
from 88% at issuance.

One Seaport Plaza (10.8%) is secured by a 35-story, 1.1 million sf
office building located in downtown Manhattan, New York.  The loan
consists of a $58.7 million portion of a pari passu $184.9 million
loan.  The YE 2005 Fitch stressed DSCR increased to 1.61x from
1.48x at issuance.  Occupancy as of YE 2005 increased to 100%
compared to 82.0% at issuance.

The Joe Scott Portfolio (3.9%) is a portfolio of 10 suburban
office properties containing 587,176 square feet in the St. Louis,
MO metropolitan area.  The overall occupancy for this portfolio is
down as of YE 2005 to 80.4% compared to 85.5% at issuance, which
is reflective of the current suburban St. Louis office market.
However, the portfolio benefits from overall low leverage of
$35.97 per square foot and a short, 20-year amortization schedule
which provides for significant principal paydown over the term.
Fitch's stressed DSCR for YE 2005 is 1.47x as compared to 1.65x at
issuance.


NEOPLAN USA: Taps Ballard Spahr as Bankruptcy Counsel
-----------------------------------------------------
Neoplan USA Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Ballard Spahr Andrews & Ingersoll, LLP, as their bankruptcy
counsel.

Ballard Spahr will:

    a. provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       property, including negotiations with creditors and
       parties-in-interest;

    b. advise the Debtors concerning, and assisting in the
       negotiation and preparation of, all necessary, motions,
       answers, orders, reports, plan documents, and other legal
       papers;

    c. appear in Court to protect the interests of the Debtors and
       their estates, including, when necessary, representing the
       Debtors in litigation, contested matters and adversary
       proceedings;

    d. advise on local practices and procedures and determinative
       case law within the jurisdiction; and

    e. perform all other legal services for the Debtors which may
       be necessary or appropriate in the administration of their
       chapter 11 cases.

Carl A. Eklund, Esq., a partner at Ballard Spahr, tells the Court
that the firm's professionals who will be rendering services in
these chapter 11 cases bill:

    Professional                  Designation        Hourly Rate
    ------------                  -----------        -----------
    Carl A. Eklund, Esq.          Partner               $580
    Tobey M. Daluz, Esq.          Partner               $480
    Jennifer A.L. Kelleher, Esq.  Associates            $340
    Alan K. Motes, Esq.           Associates            $330
    Leslie C. Heilman, Esq.       Associates            $220
    Kelly G. Iffland              Paralegal             $165
    DeEtta M. Bechtold            Paralegal             $155

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

Mr. Eklund can be reached at:

         Carl A. Eklund, Esq.
         Ballard Spahr Andrews & Ingersoll, LLP
         Suite 2300, 1225 17th Street
         Denver, Colordao 80202-5596
         Tel: (303) 299-7330
         Fax: (303) 382-4630
         http://www.ballardspahr.com/

Headquartered in Denver, Colorado, Neoplan USA manufactures
standard floor buses, low floor buses, and articulated buses.
Neoplan USA licenses its designs from the German corporation,
Neoplan.  Neoplan USA is entirely separate from Neoplan in
Germany.  The Company, its parent, IAP Acquisition Corporation,
and two affiliates, filed for chapter 11 protection on Aug. 17,
2006 (Bankr. D. Del. Lead Case No. 06-10872).  When Neoplan USA
filed for protection from its creditors, it listed $13,696,911 in
total assets and $59,009,471 in total debts.


NEOPLAN USA: Submits Joint Chapter 11 Liquidating Plan
------------------------------------------------------
Neoplan USA Corporation and its debtor-affiliates unveiled to the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement explaining their Joint Chapter 11 Plan of Liquidation on
Aug. 24, 2006.

The Plan contemplates the substantive consolidation of the four
Debtors into a single entity solely for the purposes of all
actions and distributions under the Plan.  After the effective
date, the Debtors' estates will be liquidated and the operations
of the Debtors will become the responsibility of the Plan
Administrator.

Under the Plan, Administrative Claims, Other Priority Claims and
Other Secured Claims will be paid in full and in cash.

Priority Tax Claims will also be paid in full and in cash.

Holders of Senior Secured Lender Claims will receive:

    * a pro rata share of the available assets and remaining
      assets, and

    * the Senior Secured Lender Release.

Holders of General Unsecured Claims will receive a pro rata share
of available assets and remaining assets, after full payment of
Senior Secured lender Claims.

Interest and Interest Related Claims will be cancelled and holders
will receive nothing under the plan.

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

http://www.researcharchives.com/bin/download?id=060830193651

                        About Neoplan USA

Headquartered in Denver, Colorado, Neoplan USA manufactures
standard floor buses, low floor buses, and articulated buses.
Neoplan USA licenses its designs from the German corporation,
Neoplan.  Neoplan USA is entirely separate from Neoplan in
Germany.  The Company, its parent, IAP Acquisition Corporation,
and two affiliates, filed for chapter 11 protection on Aug. 17,
2006 (Bankr. D. Del. Lead Case No. 06-10872).  Tobey M. Daluz,
Esq., at Ballard Spahr Andrews & Ingersoll LLP, represents the
Debtors.  When Neoplan USA filed for protection from its
creditors, it listed $13,696,911 in total assets and $59,009,471
in total debts.


NEOPLAN USA: Disclosure Statement Hearing Set for September 21
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider the adequacy of the Disclosure Statement explaining
Neoplan USA Corporation and its debtor-affiliates' Joint Chapter
11 Plan of Liquidation at a hearing on Sept. 21, 2006, 1:00 p.m.,
at Courtroom 1, 6th Floor, U.S. Bankruptcy Court, 824 Market
Street in Wilmington, Delaware.

Objections, if any, must be submitted by Sept. 14, 2006.

Headquartered in Denver, Colorado, Neoplan USA manufactures
standard floor buses, low floor buses, and articulated buses.
Neoplan USA licenses its designs from the German corporation,
Neoplan.  Neoplan USA is entirely separate from Neoplan in
Germany.  The Company, its parent, IAP Acquisition Corporation,
and two affiliates, filed for chapter 11 protection on Aug. 17,
2006 (Bankr. D. Del. Lead Case No. 06-10872).  Tobey M. Daluz,
Esq., at Ballard Spahr Andrews & Ingersoll LLP, represents the
Debtors.  When Neoplan USA filed for protection from its
creditors, it listed $13,696,911 in total assets and $59,009,471
in total debts.


NET2000 COMMS: Judge Walrath Approves Honeywell, Britphil Pacts
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved separate settlement agreements
between Michael B. Joseph, Esq., the Chapter 7 Trustee overseeing
Net2000 Communications, Inc.'s liquidation, and Honeywell
International Inc. and Britphil & Co. (U.S.) Ltd.

As reported in the Troubled Company Reporter on July 27, 2006, the
settlements resolve the dispute over the $89,319 avoidance action
commenced by the Trustee against Honeywell and the $55,443 claim
filed by Britphil against the Debtor's estate.

                         Honeywell Agreement

The Honeywell settlement provides for Honeywell's payment of
$40,000 to the Trustee in full and final satisfaction of a default
judgment related to an adversary proceeding commenced by the
Trustee to avoid an $89,319 prepetition transfer made by the
Debtor.

                         Britphil Agreement

Britphil filed a Proof of Claim in June 2002 asserting a general
unsecured claim of $55,443 and a secured claim of $3,273 in
connection with a lease of real property.  Pursuant to the
agreement:

      -- Britphil will hold an allowed general unsecured claim of
         $55,443; and

      -- Britphil's $3,273 alleged secured claim will be expunged
         and disallowed.

Headquartered in Reston, Virginia, Net2000 Communications, Inc., a
provider of state-of-the-art broadband telecommunications services
to high-end customers, obtained Court approval to convert its
chapter 11 cases to chapter 7 liquidation proceedings on May 13,
2002 (Bankr. Del. Case No. 01-11324).  Michael G. Wilson, Esq. and
Jason W. Harbour, Esq. at Morris, Nichols, Arsht & Tunnell
represent the Debtors as they wind up their operations.
Raymond H. Lemisch, Esq., at Adelman Lavine Gold and Levin serves
as the Chapter 7 Trustee's counsel.  When the Company filed for
chapter 11 protection, it listed total assets of $256,786,000 and
total debts of $170,588,000.


NORTHWEST AIRLINES: Securities Class Action Suit Dismissed
----------------------------------------------------------
Northwest Airlines disclosed that the securities class action
lawsuit brought on behalf of investors who acquired securities of
Northwest between April 21, 2005 and September 14, 2005,
inclusive, has been voluntarily dismissed without prejudice.

The action, numbered 05-CV-10653 and filed on December 20, 2005,
was pending before the Honorable Richard J. Holwell in the United
States District Court for the Southern District of New York, and
was brought under the Securities Exchange Act of 1934.

                 Securities Class Action Lawsuit

Four law firms commenced securities class action lawsuits against
certain officers and directors of Northwest Airlines Corporation
before the U.S. District Court for the Southern District of New
York.

The Class Actions were filed on behalf of shareholders who
purchased the common stock and other securities of Northwest
Airlines between April 21 and September 14, 2005.

Each of the Complaints alleges that certain Northwest insiders
sold their Northwest securities for proceeds in excess of
$30,000,000 while in possession of nonpublic information
regarding Northwest's plans to file for Chapter 11 bankruptcy.

The Complaints allege that the defendants made materially false
and misleading statements, throughout the class period, with
respect to Northwest's prospects.  The defendants maintained that
Chapter 11 bankruptcy was "a possibility" and that the Northwest
might have "to consider" filing for bankruptcy if certain
conditions were not met.

However, according to the Complaints, the defendants failed to
disclose that the company's Chapter 11 bankruptcy filing was
already imminently anticipated and being planned for and that
filing for Chapter 11 protection was, in fact, a strategy that
the defendants had adopted at least as early as April 2005
because they viewed bankruptcy reorganization as the only way to:

   -- dump the crushing burden of Northwest's pension obligations
      on the Pension Benefit Guaranty Corp.;

   -- impose their will upon Northwest's union to obtain
      givebacks of at least $1,100,000,000; and

   -- compete with lower-cost discount carriers like JetBlue
      Airways, and so-called "legacy" rivals like UAL Corp. and
      US Airways Group Inc., that had already offloaded their
      pension obligations and otherwise achieved significant
      savings through bankruptcy reorganization.

The law firms are:

   1.  Milberg Weiss Bershad & Schulman LLP;
   2.  Brodsky & Smith, LLC;
   3.  Charles J. Piven, P.A.; and
   4.  Law Office of Alfred G. Yates Jr., PC

The defendants are:

        Defendant                   Position at Northwest
        ---------                   ---------------------
        Alfred A. Checchi           Director
        Bernard L. Han              Chief Financial Officer
        Douglas M. Steenland        CEO, President and Director
        Gary L. Wilson              Chairman

District Court Judge Richard J. Holwell presides over the case.

Northwest has not been named as defendant in the Class Actions
because of its bankruptcy filing.

The Complaints also point out that news of Northwest's Chapter 11
filing caused the company's shares, which had been trending
downward, to fall from a closing price of $1.87 on September 14,
2005, to an opening price of $0.86 on September 15.  The stock
was delisted on September 26 but continued to trade over-the-
counter as a penny stock.

As a result of defendants' wrongful acts and omissions, and the
material erosion and decline in the market value of Northwest
securities, the plaintiffs and other class members who purchased
the Northwest securities during the Class Period have suffered
significant losses and damages.

                   About Northwest Airlines

Northwest Airlines Corp. (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. 36; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Can Assume Galileo Distribution Agreement
-------------------------------------------------------------
Northwest Airlines, Inc., obtained authority from the United
States Bankruptcy Court for the Southern District of New York to
assume:

   (i) a Galileo International Global Airline Distribution
       Agreement between Northwest and Galileo International LLC
       and Galileo Nederland, B.V., as previously amended and as
       amended by a Preferred Fares Agreement dated July 12,
       2006;

  (ii) a Second Amended and Restated Airline Charter Associate
       Agreement between Northwest and Orbitz, LLC; and

(iii) a Supplier Link Agreement between Northwest and Orbitz, as
       amended by a First Amendment dated July 12, 2006.

As reported in the Troubled Company Reporter on Aug. 4, 2006,
Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, relates that the GIGADA, the Charter Agreement, and
the Supplier Link Agreement are all important components in the
Debtors' distribution system that enable them to widen the
distribution of their products and services to customers.

                      The GIGADA and PFAA

On December 16, 1993, Northwest, entered into the GIGADA under
which Galileo International LLC and Galileo Nederland, B.V.,
agreed to distribute Northwest Airlines' products and services
through their computerized reservation system.

After the Petition Date, Northwest and the Galileo parties
negotiated the terms of a Preferred Fares Agreement, which will
amend the GIGADA beginning August 1, 2006, for a five-year term.
The effectiveness of the PFA is conditioned upon approval by the
Court of the assumption of the GIGADA along with the PFA.

Pursuant to the PFA, Northwest and the Galileo parties agreed,
among other things, to:

   -- renegotiate the CRS booking fees on terms beneficial to
      Northwest's estate; and

   -- grant ticketing authority to Trip Network, Inc., doing
      business as CheapTickets.com, in accordance with their
      agreed terms and conditions.

In connection with the assumption of the GIGADA and the PFA, the
parties agree that:

    * the Galileo parties will have an allowed unsecured claim
      for $3,566,884 for prepetition amounts due under the
      GIGADA; and

    * any "cure" obligations Northwest may have to the Galileo
      parties in connection with Northwest's prepetition defaults
      under the GIGADA are deemed satisfied.

      The Charter Agreement and Supplier Link Agreement

On December 19, 2003, Northwest and Orbitz entered into the
Charter Agreement, pursuant to which:

   -- Northwest will provide to Orbitz information regarding
      air travel information; and

   -- Orbitz will display that information on the Orbitz Web site
      and to pay Northwest a percentage of certain amounts earned
      by Orbitz.

On January 30, 2004, Northwest and Orbitz entered into the
Supplier Link Agreement, pursuant to which Orbitz provided
certain communications and computer related services to Northwest
Airlines in connection with the sale of Northwest' products and
services, including the booking and ticketing of tickets through
the Orbitz Web site, http://www.orbitz.com/

The Supplier Link Agreement provides for the utilization of
technology that bypasses the CRS entirely, thereby eliminating a
significant CRS cost to Northwest Airlines.

Northwest and Orbitz negotiated the terms of the Second Amendment
to the Charter Agreement, which will amend the Charter Agreement
effective July 12, 2006.  Under the Amendment, Northwest agrees
not to exercise its right to terminate the Charter Agreement on
30 days prior written notice to Orbitz for at least five years
following the amendment's effective date.

Pursuant to the amendment to the Supplier Link Agreement,
effective July 12, 2006, Northwest will not exercise its right to
terminate the Agreement upon prior written notice to Orbitz for
at least five years following the amendment's effective date.

The effectiveness of the amendments to the Charter Agreement and
the Supplier Link Agreement is conditioned upon Court approval of
the assumption of the Agreements, as amended.

Northwest and Orbitz further agree that in connection with the
assumption of the Orbitz Agreements:

   -- Orbitz will have an allowed general unsecured claim for
      $575,719 for prepetition amounts due under the Orbitz
      Agreements; and

   -- any "cure" obligations Northwest may have to Orbitz in
      connection with Northwest's prepetition defaults under the
      Orbitz Agreements are deemed satisfied.

                 About Northwest Airlines

Northwest Airlines Corp. (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. 35; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


OWENS CORNING: Wants to Sell Ft. Lauderdale Plant for $18 Mil.
--------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to sell assets
relating to their asphalt production and distribution facility in
Fort Lauderdale, Florida, to High Sierra Terminaling LLC, and High
Sierra Energy L.P., for $18,000,000, plus the cost of inventory.

As part of the Debtors' ongoing review of its business
operations, the Debtors have determined that the Fort Lauderdale
Facility is non-strategic and non-core.

The Fort Lauderdale Facility sits on six acres of land and
includes approximately 25,000 square feet of manufacturing and
office space.  There are currently 17 employees at the Fort
Lauderdale Facility.

The Facility produces commercial roofing asphalt products for the
South Florida region and, as a result, fails to support the
Debtors' overall shingle and asphalt business line, which is
geared primarily toward residential markets, J. Kate Stickles,
Esq., at Saul Ewing LLP, in Wilmington, Delaware, tells the
Court.  Although the Fort Lauderdale Facility has performed well
financially in 2005 and 2006 as a result of rebuilding
necessitated by recent hurricane destruction in the South Florida
region, Ms. Stickles says, the Debtors do not believe the current
financial performance of the Facility is sustainable.

The Debtors marketed the Assets beginning in early 2005.  High
Sierra's proposal was the highest and best among the offers
received.

The salient terms of the parties' Asset Purchase Agreement
include:

   a) High Sierra will acquire, among others, all tangible
      property, inventory, real property, and Owens Corning's
      contracts and licenses relating to the Fort Lauderdale
      Facility.  The Purchase Price will be paid in cash at
      Closing by wire transfer or other immediately available
      funds;

   b) High Sierra will pay a $500,000 non-refundable deposit,
      which will be applied to the Purchase Price at Closing.  If
      Closing fails to occur for any reason other than the
      default of the Buyer, Owens Corning will refund the
      deposit;

   c) High Sierra will assume:

      -- liabilities for transfer, sales, use and other taxes;

      -- Owens Corning's liabilities under the contracts and
         leases assumed by the Buyer;

      -- Owens Corning's obligations, if any, under a 1992 lease
         agreement between Koch Materials Company and Central Oil
         Asphalt Corporation; and

      -- Owens Corning's liabilities relating to certain post-
         closing covenants;

   d) High Sierra will offer employment to certain employees at
      the Facility on substantially the same terms and conditions
      as provided by Owens Corning immediately prior to Closing;

   e) For a 10-year period, Owens Corning will have the option to
      request port access and unloading services for bulk asphalt
      flux materials at the Port Everglades port facility,
      located adjacent to the Fort Lauderdale Facility, and bulk
      storage of materials at the Fort Lauderdale Facility;

   f) Owens Corning is bound by non-competition provisions for a
      three-year period;

   g) From and after the Closing, High Sierra will perform all of
      Owens Corning's obligations under an environmental clean-up
      project at the Fort Lauderdale Facility known as the "Free
      Product Recovery Project".  Owens Corning will reimburse
      and indemnify the Buyer for all out-of-pockets costs or
      Losses incurred in connection with the "Ongoing Free
      Product Reclamation" relating to the recovery project and
      any required additional reclamation;

   h) Owens Corning is obligated to take environmental
      remediation action in connection with the portion of the
      Fort Lauderdale Facility previously occupied by Central
      Asphalt pursuant to the Central Asphalt Lease to bring the
      matter into compliance with environmental, health and
      safety requirements.  Owens Corning will indemnify the
      Buyer from any Losses incurred in connection with the
      Central Asphalt Environmental Matter; and

   i) The Agreement may be terminated by mutual consent of the
      parties at any time prior to Closing.  In addition, either
      party may terminate the Agreement ay any time prior to
      Closing:

      -- if the other party to the Agreement has breached a
         material representation, warranty or covenant and the
         breach continues without cure for 30 days after notice
         of the breach; or

      -- if the Closing has not occurred by October 25, 2006
         because of the failure of any condition precedent set
         forth in the Agreement.

The Debtors also seek permission to assume and assign unexpired
contracts to High Sierra, and pay real and personal property
taxes associated with the Fort Lauderdale Facility.

Owens Corning owes $154,153 to the Broward County Revenue
Collector for prepetition 2000 real and personal property taxes,
including interest calculated through September 30, 2006.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 139; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


OWENS CORNING: Selling Olive Branch Assets to Jancor for $9 Mil.
----------------------------------------------------------------
Exterior Systems, Inc., an Owens Corning debtor-affiliate
manufactures vinyl siding products at its manufacturing facility
located at 10511 High Point Road, Olive Branch in Mississippi,
MaryJo Bellew, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
relates.  Owens Corning leases a warehouse adjacent to the Olive
Branch Plant, which warehouse supports production of vinyl siding
at the Plant.

In February 2006, an affiliate of Jancor Companies, Inc.,
approached Owens Corning to acquire the Olive Branch Plant.
Subsequently, Owens Corning signed a letter of intent with Jancor
for the potential acquisition.  After further negotiations, the
parties executed an Asset Purchase Agreement, dated August 16,
2006.

The Debtors seek the authority of the U.S. Bankruptcy Court for
the District of Delaware to sell to Jancor certain assets relating
to the Olive Branch Plant free and clear of all liens, claims,
encumbrances and interests, pursuant to the terms of the Asset
Purchase Agreement.

The salient terms of the Purchase Agreement include:

   a. Jancor will purchase the Olive Branch Plant Assets for
      $9,000,000 plus the value of some inventory.

   b. The Olive Branch Plant Assets will include:

         1. the owned real property on which the Olive Branch
            Plant is located;

         2. the leases and any amendments for the warehouse
            facility;

         3. the furniture, machinery, tools, equipment, fixtures,
            improvements, leasehold improvements, production-
            related computer hardware, testing equipment, storage
            racks and vehicles, spare parts and other maintenance
            parts related to the property and other tangible
            personal property located at the Olive Branch Plant;

         4. all books, records and files relating to the
            Equipment and to the Leased Premises;

         5. all technology, data, information and know-how,
            processes, designs, methods and computer software
            relating to the Equipment and, to the extent they can
            be transferred, all permits, licenses, registrations,
            consents, approvals and other authorizations to
            conduct business using the Equipment, excluding
            software relating to the Debtors' intra-company
            operating system;

         6. all commitments to Exterior Systems, to the extent
            assignable, relating to any warranties covering the
            Olive Branch Plant Assets;

         7. all of Exterior Systems' inventory of raw materials
            existing at the Premises at the date of Closing,
            excluding finished goods and work-in-process;

         8. all rights of Exterior Systems to the railroad spur
            serving the Premises; and

         9. the leases and any amendments in the name of Owens
            Corning pertaining to the personal property that is
            leased by Exterior Systems.

   c. The Olive Branch Plant Assets will be conveyed on an "as
      is, where is" basis;

   d. The real property lease relating to the warehouse and
      certain personal property leases set forth in the Agreement
      are to be assigned to, and assumed by, Jancor;

   e. Jancor will offer employment on an at-will basis to each of
      Exterior Systems' active employees identified on the
      Agreement; and

   f. The Agreement may be terminated by:

         1. mutual consent of the parties prior to Closing;

         2. either party in the event that Court approval is not
            obtained by October 30, 2006;

         3. either party if a court or other authority prohibits
            the transactions contemplated by the Agreement; or

         4. either party if there has been a material breach on
            the part of the other of a representation or warranty
            contained in the Agreement.

For a period of two years after Closing, Jancor will indemnify
Exterior Systems for any liability, losses or damages incurred by
the Debtor as a result of Jancor's breach of any representation,
warranty or obligation in the Agreement.  Subject to certain
limitations, Exterior Systems will also indemnify Jancor for any
liability, losses or damages resulting from the Debtor's breach
of any obligation in the Agreement.

In the event that Exterior Systems ceases to do business, or is
dissolved, merged, consolidated or wound-up, before the
termination of its indemnification obligations, Owens Corning
will fulfill those indemnification obligations.  The Debtors'
indemnification obligations will not exceed $5,000,000.

At Closing, the parties will enter into a supply agreement.
Jancor is required to sell to Exterior Systems certain vinyl
exterior solution products at agreed prices and terms.

According to Ms. Bellew, the sale is consistent with the Debtors'
strategic plans and will permit them to better allocate their
resources for the vinyl siding business.

Based on appraisals obtained by the parties, the Debtors believe
that the proposed purchase price represents an attractive price
for the Plant Assets.  In addition, the Debtors assert that
Jancor is financially capable of consummating the transaction.

The Debtors also seek the Court's authority to pay outstanding
personal property taxes associated with the Olive Branch Plant.
The Debtors believe they owe $84,948 to the DeSoto County Tax
Collector for prepetition personal property taxes, interest,
penalties and other charges.  The DeSoto County Tax Collector has
asserted valid liens against the property, Ms. Bellew says.

Ms. Bellew assures the Court that the Agreement is the result of
arm's-length, good faith negotiations between the Debtors and
Jancor and that Jancor is not an "insider" within the meaning of
Section 101(31) of the Bankruptcy Code and is not controlled by,
or acting on behalf of, any insider of the Debtors.

A full-text copy of the Jancor Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?10ab

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 139; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


POPULAR CLUB: U.S. Trustee Appoints Three-Member Committee
----------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in Popular Club
Plan, Inc.'s chapter 11 case:

     1) Mark Bava
        Morris Truman, LLC
        350 Veterans Blvd.
        Rutherford, NJ 07070
        Tel: (201) 804-8700
        Fax: (201) 804-8721

     2) Michael Kupchik
        34 Lincoln Avenue
        West Orange, NJ 07052
        Tel: (973) 731-2416

     3) Thomas D. Patti
        G-III Leather Fashions Inc.
        1000 Secaucus Road
        Secaucus, NJ 07094
        Tel: (201) 866-4900
        Fax: (201) 866-2792

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Garfield, New Jersey, Popular Club Plan, Inc., is
a catalog retailer.  The Company filed for chapter 11 protection
on Aug. 4, 2006 (Bankr. D. N.J. Case No. 06-17231).  Barry W.
Frost, Esq., at Teich Groh, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed total
assets of $10,740,500 and total debts of $5,496,884.


PROXIM CORP: Solicitation Period Stretched to September 29
----------------------------------------------------------
Proxim Corporation and its debtor-affiliates have until
Sept. 29, 2006, to solicit acceptances for a Plan of Liquidation.
The Debtors' exclusive period to file a Liquidating Plan expired
on July 31, 2006.  They have not submitted a Plan or Disclosure
Statement.

The Debtors have successfully negotiated and closed the sale of
substantially all of their assets.  They have also arrived at a
global settlement with their remaining secured creditor, The
Warburg Group.

Rachel Werkheiser, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, tells the Court that the most important remaining
issue in the Debtors' cases is the confirmation of a Plan.  Ms.
Werkheiser says the Debtors anticipate filing a Plan soon.

                          Proxim Corporation

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks.  The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  Bruce Grohsgal, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub represent the Debtors in their restructuring efforts.
Andrew J. Flame, Esq., and Howard A. Cohen, Esq, at Drinker Biddle
& Reath LLP represent the Official Commitee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $55,361,000 in assets and $101,807,000 in
debts.


PURADYN FILTER: June 30 Stockholders' Deficit Tops $4.8 Million
---------------------------------------------------------------
puraDYN Filter Technologies, Inc., filed its second quarter
financial statements for the three months ended June 30, 2006,
with the Securities and Exchange Commission on Aug. 15, 2006.

The Company reported a $630,966 net loss on $855,315 of net sales
for the three months ended June 30, 2006, compared with a $723,191
net loss on $639,090 of net sales for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $2,288,782 in
total assets and $7,156,517 in total liabilities, resulting in a
$4,871,327 in stockholders' deficit.  At Dec. 31, 2005, the
Company had a $4,704,846 deficit.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?10a7

                        Going Concern Doubt

DaszkalBolton LLP in Boca Raton, Fla., raised substantial doubt
about puraDYN Filter Technologies, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring operating losses, stockholders'
deficit, and reliance on cash inflows from an institutional
investor and current stockholder.

                 About puraDYN Filter Technologies

puraDYN Filter Technologies, Inc., designs, manufactures and
markets the puraDYN(R) Bypass Oil Filtration System.  The
Company's patented and proprietary system is effective for
internal combustion engines, transmissions and hydraulic
applications.  The Company has established aftermarket programs
with Volvo Trucks NA, Mack Trucks, PACCAR; and made a strategic
alliance with Honeywell Consumer Products Group, producers of
FRAM(R) filtration products.  puraDYN(R) equipment has been
certified as a 'Pollution Prevention Technology' by the California
Environmental Protection Agency and was selected as the
manufacturer used by the U.S. Department of Energy in a three-year
evaluation to research and analyze performance, benefits, and cost
analysis of bypass oil filtration technology.


PUTNAM CBO: Fitch Holds CC Rating on $75.7 Million Notes
--------------------------------------------------------
Fitch Ratings upgrades one class and affirms one class of notes
issued by Putnam CBO II, Ltd.  These rating actions are the result
of Fitch's review process and are effective immediately:

    -- $4,490,831 senior notes upgraded to 'AAA' from 'AA';
    -- $75,782,166 second priority Notes affirmed at 'CC/DR4'.

Putnam CBO II is a collateralized debt obligation managed by
Putnam Advisory Company LLC.  Putnam CBO II has a portfolio
composed of high yield corporate bonds and emerging market
sovereign debt.  The deal exited its reinvestment period in 2002
and is currently in its amortization period.

The upgrade and affirmation are the result of the significant
redemptions of the senior notes and subsequent improvements in
collateral coverage for these notes.  Since the last rating action
in October 2005, the senior notes have received over $47 million
in principal proceeds, or roughly 18.4% of their original balance.
Less than 1.8% of the original balance of these notes remains
outstanding, and the senior par value ratio is currently 1066.5%.

The second priority notes have capitalized over $15 million of
interest payments in the past, though they are currently receiving
full interest payments due to a structural feature in the deal
which allows for principal proceeds to be used to cover interest
shortfalls to these notes.  The second priority interest coverage
ratio is at 53.9% versus a minimum trigger of 112.8%, and will not
be cured. Principal will continue to be diverted to pay second
priority interest, diminishing the ultimate principal recovery on
these notes.  The second priority par value ratio is currently
failing at 59.2% versus a minimum trigger of 106.5%.

The rating of the senior notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
second priority notes addresses the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


REAL ESTATE: Wants John Barr as Bankruptcy Counsel
--------------------------------------------------
Real Estate Investors of Decatur, LLC, asks the U.S. Bankruptcy
Court for the Central District of Illinois to employ John Barr,
Esq., at Barr & Barr, as its bankruptcy attorney, nunc pro tunc to
Aug. 9, 2006.

Mr. Barr is expected to represent the Debtor in its chapter 11
case.

The Debtor tells the Court that Mr. Barr will bill $200 per hour
for this engagement.

The Debtor also discloses that Jay Barr, Esq., an associate of
Barr & Barr, will be rendering additional services and will bill
at $120 per hour.

Mr. Barr can be reached at:

     John Barr, Esq.
     Barr & Barr
     1301 E. Mound Road
     P.O. Box 50
     Decatur, IL 62525-0050
     Tel: (217) 875-5311

On Aug. 23, 2006, the Court notified the Debtor that it must
submit a verified statement of disinterest before its application
to retain John Barr, Esq., and Jay Barr, Esq., will be allowed.

Headquartered in Decatur, Illinois, Real Estate Investors of
Decatur, LLC, own four hotel in Illinois.  The Company filed
for chapter 11 protection on Aug. 9, 2006 (Bankr. C.D. Ill.
Case No. 06-71033).  John Barr, Esq., at Barr & Barr represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


REFCO INC: Chapter 11 Trustee's Settlement Agreement Draws Fire
---------------------------------------------------------------
Refco Inc., and its debtor-affiliates and several parties-in-
interest ask the U.S. Bankruptcy Court for the Southern District
of New York to deny the settlement agreement entered into by Marc
Kirschner, the Chapter 11 trustee overseeing Refco Capital
Markets, Ltd.'s estate, with various securities customers and
unsecured creditors of RCM, on the main ground that it thwarts the
global resolution of the Debtors' Chapter 11 cases.

The objecting parties include:

   * Diana G. Adams, Acting United States Trustee for Region 2;

   * Albert Togut, Chapter 7 trustee for Refco, LLC;

   * Official Committee of Unsecured Creditors of Refco, Inc.;

   * FXCM Capital Markets, L.L.C. and FXCM Trading, L.L.C.;

   * JPMorgan Chase Bank, N.A.;

   * Bank of America, N.A., as administrative agent for Refco's
     prepetition secured lenders;

   * Wells Fargo Bank, National Association, as indenture
     trustee under an Indenture dated as of August 5, 2004;

   * the Ad Hoc Refco F/X Customer Committee;

   * Beckenham Trading Company, Inc.;

   * Emerging Strategies Fund, L.P., and Debick Partners LLC;

   * Josefina Franco Siller; and

   * Bencorp Casa de Bolsa, C.A.

             RCM Trustee's Settlement Agreement

AS reported in the Troubled Company Reporter on July 13, 2006, the
Chapter 11 trustee asked the Court to approve a settlement
agreement with certain securities customers and foreign exchange
and metals customers of RCM.

The Settlement Agreement resolves "litigation and creditor
disputes at the RCM level that might otherwise have resulted in
the freefall conversion of RCM's Chapter 11 case to a case under
Subchapter III of Chapter 7," according to Mark W. Deveno, Esq.,
at Bingham McCutchen LLP, in New York.

The Settlement Agreement achieves three primary goals:

   (a) Resolve a dispute regarding allocation of assets of the
       RCM estate and establish an agreed mechanism among the
       Settling Parties, whether as part of a global plan of
       reorganization for the Debtors or, if that plan is
       infeasible, as part of either a stand-alone plan
       applicable to RCM or a Chapter 7 distribution process;

   (b) Defer attempts to convert the RCM Chapter 11 case to a
       case in Chapter 7, and, if efforts to consummate the
       settlement in the RCM Chapter 11 case fail, cause the
       parties to convert to Chapter 7 on a more-efficient,
       significantly pre-planned basis; and

   (c) Implement a request for a continued stay of costly and
       time-consuming estate property litigation and to dismiss
       litigation in the event that the settlement becomes fully
       effective.

                          Objections

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, asserts that the RCM Settlement and the
proposed treatment of Rogers Raw Materials Fund, L.P., and Rogers
International Raw Materials Fund, L.P., unfairly penalize the
Refco, Inc. parties and other non-securities customer creditors
of RCM.  He adds that the RCM Settlement unfairly arrogates to
RCM's "Estate Property" whose ownership is in dispute.

Mr. Milmoe contends that the RCM Settlement is a sub rosa plan
whose plan-related provisions do not comply with Section 1129 of
the Bankruptcy Code and, hence, cannot be approved.

Furthermore, Mr. Milmoe argues that the RCM Settlement, in
effect, confers on certain RCM creditors the benefits of having
the case converted to a case under subchapter III of Chapter 7
without an order ever being entered formally converting the RCM
case.  The result is to deprive litigants of the right to
appellate review of an order granting RCM's proposed conversion
by substituting an order approving a settlement agreement
pursuant to Rule 9019, for which the appellate standard and
issues on appeal would differ.

Mr. Milmoe also avers that the RCM Settlement does not meet the
standards required for approval under Rule 9019 of the Federal
Rules of Civil Procedure, which require that the Court be advised
"of all facts necessary for an intelligent and objective opinion
of the probabilities of ultimate success should the claim be
litigated."  Further, the court should form an educated estimate
of the complexity, expense, and likely duration of that
litigation, the possible difficulties of collecting on any
judgment which might be obtained, and all other factors relevant
to a full and fair assessment of the wisdom of the proposed
compromise.

"Rather than resolve outstanding claims and eliminate or reduce
pending or future litigation, the Settlement would simply shift
the burden to defend in many cases from one defendant to
another," Mr. Milmoe tells Judge Drain.

Moreover, because the assets exclusively reserved for
distribution to holders of "allowed Securities Customer Claims"
is not diminished even if the pool of claimants is reduced, the
RCM Settlement could promote litigation among those creditors who
would seek to reduce the number of competing Securities Customer
Claim holders to increase their individual recoveries, Mr. Milmoe
maintains.

The Debtors insist that the RCM Settlement does not advance the
goal of resolving issues and reducing litigation on a global
basis among the estates.  Therefore, the Debtors ask the Court
not to reach merits of the RCM Settlement at this time and to
continue its consideration of the Settlement at a later date to
afford the parties more time to reach a global resolution of the
Debtors' cases.

The U.S. Trustee, on the other hand, complains that the inter-
claimant RCM Settlement contains incidental provisions allowing
fees and expenses of counsel to the "Moving Customer Group" and
the "Joinder Parties" in the RCM estate under substantial
contribution provisions of Section 503(b)(3)(D).

Considering that the RCM Settlement contains a "virtually
automatic allowance of fees," the MCG/Joinders' attorney fees at
issue totals $4,363,024, Andrew D. Velez-Rivera, the U.S.
Trustee's Trial Attorney, notes.

Even though it appears that the MCG and the Joinder Parties
counsel have submitted their time details to the RCM Trustee,
neither his request nor the RCM Settlement makes any provisions
for the Court's or any other party-in-interest's review of time
details, expense reports or other supporting materials, Mr.
Velez-Rivera asserts.  The counsel's attempts to obtain expedient
allowance of the MCG's and the Joinder Parties' substantial
contribution claims should not be countenanced.

Concomitantly, Mr. Velez-Rivera says, even though Rule 9019(a) of
the Federal Rules of Bankruptcy Procedure excuses litigants from
putting on their case, Sections 330(a) and 503(b) contain none of
the evidence-avoidance privileges of Rule 9019(a).  Therefore,
the U.S. Trustee asks the Court not to facilitate an end-run
around those sections.

Furthermore, FXCM argues that the RCM Settlement contains a
conglomeration of numerous matters that reaches so far beyond a
"settlement and compromise" between the parties that it is almost
impossible to decipher and fully understand its impact and
binding effect on the creditors of the RCM estate and, more
importantly, on the creditors and parties-in-interest of the
other related Debtor estates.

FXCM insists that the RCM Settlement cannot and should not be
approved as a stand-alone settlement for RCM without addressing,
at a minimum, the disposition of a significant inter-company
claim that exists and is owed by RCM to and in favor of Refco
FX Associates, L.L.C.

According to its records, RCM owes a net amount to FXA equal to
$83,379,040.  FXCM believes that the FX Receivable's substantial
majority originated with amounts belonging to nearly 15,000 FXA
retail customers, including FXCM.  In addition, FXCM states that
those funds were improperly transferred from FXA to RCM.

Craig P. Rieders, Esq., at Genovese Joblove & Battista, P.A., in
Miami, Florida, relates that if the RCM Trustee insists on
pushing forward with the RCM Settlement as a stand-alone
settlement, the inescapable reality of the RCM Settlement
Agreement is that it:

   (i) violates the disclosure requirements of Section 1125 and
       the confirmation provisions and protections of Section
       1129;

  (ii) disenfranchises numerous creditors who are not party to
       the RCM Settlement, including FXCM and the FXA creditors,
       and deprives them of their constitutional due process
       rights; and

(iii) attempts to modify the statutory provisions of Subchapter
       III of Chapter 7 of the Bankruptcy Code, a task that is
       not within the power of the RCM Trustee or the Court, but
       rather is the sole province of Congress.

JPMorgan holds a security interest in RCM assets in its
possession and is "oversecured."  JPMorgan opposes the RCM
Settlement to the extent that it may impact the bank as a secured
creditor.

Without waiving any of its rights or remedies in respect of
collateral to secure its claim, JPMorgan notes that if its
secured claim is allowed, a principal amount of $79,500,000 with
Court-approved interest, fees and charges will be reserved or
paid to JPMorgan from proceeds of a SPhinX Settlement under the
RCM Settlement.

In the event that the ruling is reversed and the proceeds become
unavailable or insufficient to satisfy its allowed secured claim,
JPMorgan asserts that the RCM Settlement should not be construed
in a manner that limits or impairs the bank's right as an
oversecured creditor to adequate protection for its security
interest.  It should also not impair JPMorgan's right to be paid
in full whether from JPMorgan's collateral or otherwise.

The FXA Customer Committee denounces the RCM Settlement on the
ground that it circumvents or alters the rights or interests of
its members in the financial assets contained in certain accounts
or otherwise held by RCM.  Specifically, the FXA Customer
Committee proposes that any order allowing the RCM Trustee to
enter into or consummate the RCM Settlement should explicitly
prohibit the use, transfer, conversion, dissipation,
hypothecation, liquidation, or any other disposition of the
property in which FXA and its members have a right, title or
interest.

Other parties insist that the RCM Settlement should not be
approved because it is not "fair and equitable" to those
creditors whose property was improperly obtained by RCM, and
which the RCM Trustee intends to use to fund the Settlement.

          Shareholders, et al., Block RCM Settlement

The Ad Hoc Committee of Equity Security Holders of Refco, Inc.,
complains that Refco Capital Markets, Ltd.'s settlement agreement
with certain of its securities customers and general unsecured
creditors improperly:

   (i) dictates terms of any future plan or liquidation
       proceeding;

  (ii) determines RCM and its customers' ownership of property;

(iii) prohibits RCM from compromising intercompany disputes;
       and

  (iv) binds other debtors and parties-in-interest to a
       valuation of RCM's property performed by an appraiser
       chosen by RCM Trustee Marc S. Kirschner.

John A. Lee, Esq., at Andrews Kurth LLP, in New York, tells the
Bankruptcy Court that the RCM Settlement Agreement is a sub rosa
Chapter 11 plan of reorganization or a Chapter 7 plan of
distribution.  A plan cannot be confirmed under Rule 9019 of the
Federal Rules of Bankruptcy Procedure, and the plan embedded
within the RCM Settlement does not appear confirmable.

Mr. Lee notes that the RCM Settlement violates numerous standards
applicable to plan confirmation, including solicitation and
disclosure rules.  In light of facts revealed in connection with
an emergency request filed by RCM Members recently removed from
the Official Committee of Unsecured Creditors, it appears
questionable whether any negotiations between RCM and the other
estates could have been conducted in good faith and at arm's-
length.

The Ad Hoc Equity Committee insists that the Court should closely
scrutinize any aspects of the RCM Settlement that go beyond
purely intra-RCM creditor affairs.

Rule 7001(2) requires the filing of an adversary proceeding "to
determine the validity, priority, or extent of a lien or other in
interest in property."  The RCM Settlement purports to bind all
other parties-in-interest, including other debtors and their
creditors and interest holders, to a determination that certain
property belongs to RCM or its customers, Mr. Lee states.

Moreover, the RCM Settlement requires that any claims asserted
against RCM "be filed and proven in strict accordance with the
Bankruptcy Code and Bankruptcy Rules."  Thus, Mr. Lee says, the
RCM Settlement would prevent RCM from resolving intercompany
claims consensually, without amending the Settlement, which would
require approval by the RCM Trustee and a supermajority of the
parties to the Settlement.

Mr. Lee asserts that the RCM Settlement would give the parties a
disproportionate veto power over potential compromises of
intercompany claims.  In doing so, the Settlement would override
Section 1129 of the Bankruptcy Code, which would require only
two-thirds in amount of all voting RCM creditors to confirm a
consensual plan embodying a compromise on intercompany claims.

Accordingly, the Ad Hoc Equity Committee asks Judge Drain to deny
the RCM Settlement and direct the RCM Trustee to conduct good
faith, arm's-length negotiations with all parties over terms of a
consensual global plan.

The Ad Hoc Equity Committee consists of JMB Capital Partners, LP;
Lonestar Capital Management, LLC; Mason Capital Management; Smith
Management LLC; and Triage Management LLC.

Stilton International Holdings Limited supports the Ad Hoc Equity
Committee's position.

Living Water Fund L.P., ABBA Funds, L.P., and RJ Trading, LLC --
plaintiffs in an adversary proceeding against RCM, FIMAT
Alternative Strategies, Inc., and FIMAT USA, Inc. -- also ask
Judge Drain to deny the RCM Settlement to the extent that it
allows the seizure and use of proceeds aggregating $1,809,972 for
actions related to certain EURO Option Contracts transactions.

Mark A. Frankel, Esq., at Backenroth, Frankel & Krinsky, LLP, in
New York, asserts that the Proceeds are property of Living Water
and ABBA, and that RCM has no right in the Proceeds for payment
of administrative and priority claims against the RCM estate.

Until it is determined in the Adversary Complaint that the
Proceeds are property of the RCM estate, there is no legal basis
for "taking" and using the Proceeds, Mr. Frankel maintains.

                     About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 38 & 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Ch. 11 Trustee Wants All RCM Pact Objections Overruled
-----------------------------------------------------------------
Marc Kirschner, the Chapter 11 trustee overseeing Refco Capital
Markets, Ltd.'s estate, asks the Hon. Robert Drain of the U.S.
Bankruptcy Court for the Southern District of New York to overrule
all the Objections and approve, in their entirety, the RCM
Settlement and a settlement joinder by Rogers Raw Materials Fund,
L.P. and Rogers International Raw Materials Fund, L.P.

Some objecting parties sought assurance that the Settlement
preserves their right to seek characterization of their claims as
"Securities Customer Claims."  The RCM Trustee relates that the
requested assurance will be addressed through an amendment to the
Settlement or reflected in a revised proposed order approving the
Settlement.

The RCM Trustee also assures the Court that nothing in the
proposed order, as revised, approving the RCM Settlement would
modify an April 26, 2006 Stipulation with the SPhinX Entities,
which stipulation contains an unfortunate provision that makes
its finality depend on exhaustion of appeals.  Although the
proceeds of the SPhinX recovery fall within the Settlement's
"Assets in Place," the revised order will clarify that the RCM
Trustee's right to distribute proceeds will have to abide
conclusion of an appellate process on the SPhinX Stipulation.

The RCM Trustee believes that neither the RCM Settlement nor the
Revised Order would result in the allowance of substantial
contribution claim amounts -- the subject of the U.S. Trustee's
and Beckenham Trading Company, Inc.'s objections.

Notwithstanding the RCM Trustee's support for allowance of the
amounts as reasonable, the U.S. Trustee and other parties-in-
interest would reserve the right to object to the reasonableness
of the claim amounts asserted, which point would be confirmed in
the Revised Order.

With respect to JPMorgan Chase Bank, N.A.'s objection, the RCM
Trustee confirms that the Settlement neither allows nor
compromises JPMorgan's secured claim against RCM in any way.  The
Revised Order would confirm that JPMorgan's rights will not be
affected by the Settlement approval in the event that the SPhinX
Settlement is reversed or the proceeds of the SPhinX Settlement
are otherwise unavailable or insufficient.

Mr. Kirschner also contends that neither of these objectors
claims a direct right against RCM:

     * FXCM Capital Markets, L.L.C., and its affiliate are
       contract parties with Debtor Refco F/X Associates, LLC;
       and

     * The Ad Hoc Refco F/X Customer Committee purports to
       represent FXA creditors.

Mr. Kirschner explains that these objectors' interests depend on
(i) FXA's claims against RCM being allowed; (ii) FXA establishing
a net unsecured claim against RCM; and then (iii) the incorrect
proposition that FXA's claim would be prejudiced by the
Settlement.

These objecting parties also have no legitimate economic stake in
the outcome of the Settlement:

   * the Ad Hoc Committee of Equity Security Holders;

   * the Ad Hoc Committee of Senior Subordinated Noteholders,
     which represents holders of notes issued by Refco Finance
     Inc., and Refco Group Ltd., LLC;

   * Wells Fargo Bank, NA, as indenture trustee for the
     Noteholders;

   * Albert Togut, the Chapter 7 Trustee overseeing Refco,
     LLC's estate;

   * Bank of America, N.A., as agent to a group of lenders that
     has lent to RGL; and

   * the Official Committee of Unsecured Creditors.

Tina L. Brozman, Esq., at Bingham McCutchen LLP, in New York,
relates that a small core of objections -- from a tiny minority
of discrete RCM constituents and certain other Debtors,
represented by Skadden, Arps, Slate, Meagher & Flom LLP, that
have asserted that they are RCM creditors -- have merits.

With regard to customer claims to asset ownership, the RCM
Trustee is seeking to settle disputes raised by Josefina Franco
Siller and Winchester Preservation LLC, and is prepared to
reserve the rights of Bencorp Casa de Bolsa, C.A., and Living
Water for the time being.

The RCM Trustee maintains that the Settlement does not constitute
a sub rosa plan.  Ms. Brozman points out that when a settlement
agreement or sale of assets preserves the rights of other
parties-in-interest to participate in a plan development and
voting process, it will not constitute a "sub rosa" plan.

In addition, Ms. Brozman argues, objections relating to the best
interests of creditors test are "premature," since there is no
way of prognosticating, in advance of promulgation of a global
plan, whether a particular creditor will accept the plan under
Section 1129(a)(7)(A)(i) of the Bankruptcy Code.

The RCM ascertains that if the Settlement is implemented in a
plan, then RCM's constituents will receive from the Assets in
Place a substantially better return than they would obtain in a
stockbroker liquidation.

Moreover, the RCM Trustee asserts that approval of the RCM
Settlement will appropriately treat the Rogers Funds Claims,
which are among the largest claims in the Debtors' cases totaling
around $382,000,000.  The RCM Trustee says:

   (i) Rogers Funds was unlikely to prevail in its constructive
       trust claims;

  (ii) Rogers Funds was unlikely to prevail in claims brought
       against other Debtors;

(iii) Rogers Funds was highly likely to establish substantial
       allowed claims at RCM;

  (iv) the Rogers Funds Claims were likely to be characterized
       as "securities customer" claims; and

   (v) it was possible, but unlikely, that the Rogers Funds
       Claims would be characterized as FX/Unsecured Claims.

               Rogers Funds, et al., Support Accord

Rogers Funds want all the Objections overruled -- and the
Settlements approved -- on the grounds that:

   (a) the Objecting Parties mischaracterize the scope and
       objective of the Rogers Settlement Joinder and ignore
       its importance as a "core condition" of the RCM
       Settlement;

   (b) Rule 9019 of the Federal Rules of Bankruptcy Procedure
       does not require a full adjudication of the Rogers
       Funds' Claims at RCM before the Settlement Joinder can be
       approved; and

   (c) Refco LLC has grossly mischaracterized the facts and law
       related to the "Rogers Funds Action."

Guy S. Neal, Esq., at Sidley Austin LLP, in New York, points out
that no party with a recognized claim against RCM has objected to
the Rogers Settlement Joinder.  More significantly, the super-
majority of holders of both the Securities Customers Claims and
the FX/Unsecured Claims support the Rogers Settlement Joinder and
made it a condition precedent to going forward with the RCM
Settlement.

Certain foreign exchange customers of RCM and Leuthold Funds,
Inc., and Leuthold Industrial Metals Fund, L.P., which hold in
the aggregate approximately $400,000,000 in claims against RCM,
want the Settlements approved on the basis that:

   -- the Creditors Committee's allegation that it was excluded
      from participating in negotiations surrounding the RCM
      Settlement is baseless;

   -- the objecting parties fail to demonstrate why the
      "customer property" allocation under the RCM Settlement is
      unreasonable;

   -- the Creditors Committee incorrectly analyzes both the risk
      of material "migration" of Securities Customer claims and
      the legal effect of migration if RCM's case was a
      stockbroker liquidation proceeding; and

   -- the Refco LLC/Rogers Funds risk is minimal and may benefit
      the FX/Unsecured Creditors.

Securities customers holding approximately $1,700,000,000 in
customer claims, and Abadi & Co. Securities, Ltd., also call for
approval of the RCM Settlement and Rogers Settlement Joinder.

                     About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ROTEC INDUSTRIES: General Claims Bar Date Set for October 6
-----------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware set Oct.6, 2006, at 4:00 p.m. Eastern
Time, as the deadline for filing proofs of claim arising before
May 31, 2006, against Rotec Industries, Inc.

Governmental units have until Nov. 27, 2006, to file their proofs
of claim.

Payment applications must be filed with the Clerk of the
Bankruptcy Court and served upon Chapter 7 Trustee Gary F.
Seitz's counsel:

     Clerk's Office
     U.S. Bankruptcy Court for the District of Delaware
     824 North Market Street
     Wilmington, Delaware 19801

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- is an industry leader in concrete
products and concrete placing technology & solutions.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. D. Del.
Case No. 06-10542).  Edward J. Kosmowski, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtor in its restructuring
efforts.  Adam G. Landis, Esq., and Megan Nancy Harper, Esq.,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


SATELITES MEXICANOS: Seeks Bankr. Court OK of Compensation System
-----------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., asks the Honorable Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York, to establish uniform procedures for the payment and
reimbursement of various court-approved professionals' fees and
expenses on a monthly basis.

The Debtor's request is pursuant to Sections 105(a) and 331 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure.

In conformity with the standing General Order of the Bankruptcy
Court for the Southern District of New York establishing
procedures for monthly compensation and reimbursement of expenses
of professionals, the Debtor proposes that:

    (a) Each Professional seeking compensation will serve a
        monthly statement, on or before the 20th day of each month
        following the month for which payment is sought, on:

        -- the Debtor and its counsel, Milbank, Tweed, Hadley &
           McCloy LLP;

        -- Wilmer Cutler Pickering Hale and Dorr LLP, counsel for
           the Ad Hoc Senior Secured Noteholders' Committee;

        -- Akin Gump Strauss Hauer & Feld LLP, counsel for the Ad
           Hoc Existing Bondholders' Committee;

        -- Weil, Gotshal & Manges LLP, counsel for the Loral
           entities; and

        -- the Office of the United States Trustee.

    (b) The Monthly Statement does not need to be filed with the
        Court and a copy does not have to be delivered to the
        presiding bankruptcy judge's chambers.

    (c) Monthly Statements must contain a list of the individuals
        who provided services during the statement period, their
        billing rates, the aggregate hours spent, a reasonably
        detailed breakdown of the disbursements incurred, and
        contemporaneously maintained time entries.

    (d) The parties receiving Monthly Statements -- the Notice
        Parties -- will have 15 days to review a statement.  If a
        Party objects to the payment or reimbursement, it must, by
        no later than 35 days after the end of the month for which
        compensation is sought, serve a written notice of
        objection explaining the nature of the objection, upon:

        -- the Professional whose statement is objected to; and
        -- the Notice Parties.

    (e) At the expiration of the 35-day period, and in the absence
        of objections, the Debtor will promptly pay 80% of the
        fees and 100% of the expenses in each Monthly Statement.

    (f) If the Debtor receives an objection to a fee statement, it
        will withhold payment on that objected portion of the
        fee statement and promptly pay the remainder of the fees
        and disbursements.

    (g) If the parties to an objection are able to resolve their
        dispute, then the Debtor will promptly pay that portion of
        the fee statement, which is no longer subject to an
        objection.

    (h) All unresolved objections will be preserved and presented
        to the Court at the next interim or final fee application
        hearing.

    (i) An objection will not prejudice the objecting party's
        right to object to any fee application made to the Court
        in accordance with the Bankruptcy Code on any ground.

    (j) Every 90 days, but no less frequently than every 120 days,
        each of the Professionals will serve and file an
        application for interim or final Court approval and
        allowance of the fees and reimbursement of expenses
        requested.  In the event a plan of reorganization becomes
        effective before the expiration of the 90-day period, the
        period may be shortened on notice by the Debtor to the
        Professionals.

    (k) Any Professional who fails to file an application seeking
        approval of fees and expenses previously paid when due:

        * will be ineligible to receive further monthly payments
          of fees until further Court order; and

        * may be required to disgorge any fees paid since the
          retention or the last fee application, whichever is
          later.

    (l) The pendency of an application or a Court order that
        payment of fees or reimbursement of expenses was improper
        as to a particular statement will not disqualify a
        Professional from the future payment of fees or
        reimbursement of expenses.

    (m) Neither the payment of, nor the failure to pay, monthly
        compensation and reimbursement will have any effect on the
        Court's interim or final allowance of compensation and
        reimbursement of any Professional.

    (n) The attorneys for any statutory committee appointed in
        the Debtor's case may collect and submit statements of
        expenses, with supporting vouchers, from members of the
        committee that the attorney represents.  However, the
        reimbursement requests must comply with the Court's
        Administrative Orders dated June 24, 1991, and
        April 21, 1995.

The Debtor further proposes that:

    -- Professionals seek, in their first interim fee request,
       payment of fees for work performed and reimbursement
       for expenses incurred during the period beginning on the
       date of the Professional's retention and ending on
       Sept. 20, 2006; and

    -- the first 90-day fee application period conclude on
       Nov. 20, 2006, provided that if a Plan becomes effective
       prior to that date, each professional retained in the case
       will have the time to file a final application for
       compensation and reimbursement of expenses.

The Debtor points out that the proposed procedures will enable it
to closely monitor the costs of administration, forecast level
cash flows, and implement efficient cash management procedures.
Moreover, the procedures will allow the Court and key parties-in-
interest to ensure the reasonableness and necessity of the
compensation and reimbursement sought.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, 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.
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SEITEL INC: ValueAct Buy Proposal Prompts S&P's Developing Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating of seismic data company Seitel Inc. on CreditWatch with
developing implications.

"The ratings action follows the company's announcement that its
board of directors has received a proposal from ValueAct Capital
to acquire all of the outstanding shares of Seitel that it does
not already own for $3.65 per share in cash," said Standard &
Poor's credit analyst Jeffrey B. Morrison.  "ValueAct Capital
currently owns beneficially about 39% of Seitel's outstanding
shares on a fully diluted basis," he continued.

The CreditWatch developing listing reflects the likelihood that
ratings could be affirmed, raised, or lowered in the near term.


SOUTHLAND SYSTEMS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southland Systems, Inc.
        1450 Blake Road
        P.O. Box 2797
        Conroe, TX 77305
        Tel: (936) 539-5800

Bankruptcy Case No.: 06-33995

Type of Business: The Debtor is a custom home builder and provides
                  general insurance services.
                  See http://www.southlandsystems.com/

Chapter 11 Petition Date: August 17, 2006

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: William Britton Hall, Esq.
                  Rigby Owen, III, Esq.
                  Rigby Owen, III, PLLC
                  401 West Davis
                  P.O. Box 2494
                  Conroe, TX 77305
                  Tel: (936) 539-5800
                  Fax: (936) 539-5833

Total Assets:   $500,191

Total Debts:  $1,074,181

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
White Cap                        Material Provider        $69,696
12000 East 47th Avenue           on Projects
Denver, CO 80239

A Quality Aerobic                Labor and Materials      $20,000
P.O. Box 1364
Willis, TX 77387

Worldwide Stone                  Project Materials        $19,200
2615 Waugh Drive
Houston, TX 77006

Cajun Ready Mix                  Material Supplier        $24,688
12691 Room 149 Road              on Project
Montgomery, TX 77316

Premier Air Conditioning         Labor & Materials        $10,525
2109 Louellen
Houston, TX 77018

Southern Windows                 Materials                 $8,843

Premier Air Conditioning         Labor & Materials         $7,832

Hope Electric                    Labor & Materials         $7,606

Erick Lopez                      Labor                     $7,260

Conroe Door                      Materials & Labor         $5,147

Circle Plumbing                  Materials & Labor         $4,465

Total Enclosures                 Materials & Labor         $4,264

Hollscher Weatherstripping Mfg.  Materials & Labor         $4,000

Circle Plumbing                  Materials & Labor         $4,000

Perfection Fireplace             Materials & Labor         $3,785

Allstate Brick                   Construction Materials    $3,431

Capital Drywall                  Materials & Labor         $3,425

Ready Cable                      Materials & Labor         $3,292

Hope Electric                    Materials & Labor         $2,500


SPECTRUM RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Spectrum Restaurant Group Inc.
        aka NBA Co. Inc.
        aka Grandy's Inc.
        aka Crabby Bob's Franchise Corp.
        aka Spoons Restaurant Inc.
        aka Local Favorite Inc.
        aka Spectrum Foods Inc.
        18500 Von Karman Avenue, Suite 380
        Irvine, CA 92612

Bankruptcy Case No.: 06-11444

Type of Business: The Debtor operates a franchise of fine dining
                  restaurants, including Grandy's Inc., Crabby
                  Bob's Franchise Corp. and Spoons Restaurant Inc.
                  See http://www.spectrumfoods.com/

                  The Debtor filed for chapter 11 protection on
                  August 6, 2003 (Bankr. C.D. Calif. Case No. 03-
                  15911).

Chapter 11 Petition Date: August 29, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Evan D. Smiley, Esq.
                  Weiland, Golden, Smiley, Wang,
                  Ekvall & Strok, LLP
                  650 Town Center Drive, Suite 950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000
                  Fax: (714) 966-1002

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
   ------                          ---------------   ------------
Unsecured Vendors                                     $19,500,000
Case No. SA 03-15911
Numair Pirzada - Chairman
c/o Jeffrey Reisner, Esq.
840 Newport Court Drive
Suite 400
Newport Beach, CA 92660
Tel: (714) 745-8231

State Board of Equalization        Taxes                 $764,381
c/o Wayne Crain
P.O. Box 942879
Sacramento, CA 94279
Tel: (916) 445-2076

CNL Partners                       Trade Debt            $425,000
Evelyn Guzman
P.O. Box 100327
Atlanta, GA 30384
Tel: (407) 540-2000

Equity Partners                                          $270,000
Frank Campbell
550 South Hope Street
Los Angeles, CA 90071
Tel: (213) 438-4603

U.S. Food Service                  Trade Debt            $138,000
Dale Hilliard
1283 Sherborn Street
Suite 102
Corona, CA 92879
Tel: (951) 582-8500

Winthrop Couchot                   Legal Fees            $101,878

Premier Meat                       Trade Debt            $101,000

P&D Seafodd                        Trade Debt             $93,000

Southern California Edison         Utilities              $65,000

Realtime Corporation                                      $63,000

Front Street LLC                                          $60,604

Angels                             Trade Debt             $57,000

Family Tree Produce                Trade Debt             $53,716

Daylight Produce                   Trade Debt             $49,500

Del Monte Meat                     Trade Debt             $47,000

Performance Food Group             Trade Debt             $45,000

Charles Lyons, Jr.                 Trade Debt             $43,401

Chandlers Air Conditioning         Trade Debt             $35,000

Pacificare                                                $33,000

CIT/Equipment Finance              Trade Debt             $31,000


SYNERGY GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Synergy Group, S.E.
        108 Uruguay Street
        San Juan, PR 00927
        Tel: (787) 758-7111

Bankruptcy Case No.: 06-03066

Chapter 11 Petition Date: August 30, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  Fax: (787) 724-2463

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Eurobank                                               $1,000,000
P.O. Box 191009
San Juan, PR 00919-1009

Puerto Rico Wire                   Business Expense      $238,151
Urb. Industrial Corujo
Carr. 866 Km 1.7 Lote 8
Bayamon, PR 08961

Esco Puerto Rico                   Business Expense      $179,150
P.O. Box 4040
Carolina, PR 00984-4040

Westernbank                        Business Expense      $175,469
P.O. Box 1180
Mayaguez, PR 00681-1180

West India Machinery & Supply Co.  Business Expense      $110,780
P.O. Box 364308
San Juan, PR 00936-4308

Transporte Qui¤ones                Business Expense      $107,663

Quality Contractors and            Business Expense      $105,601
Cleaning Services

Avanti Kitchen                     Business Expense       $97,841

Westernbank World Plaza            Rent Expense           $81,977

Power Mech                         Business Expense       $77,796

General Electric Capital           Car Lease              $71,935
Corporation of Puerto Rico

American Equipment                 Business Expense       $69,777

YL Construction                    Business Expense       $65,000

Airmaster Windows & Doors          Business Expense       $60,084

GE Capital Corp. of Puerto Rico    Hipoteca Contract      $55,570

General Electric del Caribe, Inc.  Business Expense       $50,269

HQJ Plumbing Supplies, Inc.        Business Expense       $49,524

American Agencies                  Business Expense       $47,498

R&F Asphalt Unlimited, Inc.        Business Expense       $47,062

Internal Revenue Service           IRS 940-EZ's           $46,687


TEXAS PETROCHEMICALS: Earns $14.7MM in 2006 Fourth Fiscal Quarter
-----------------------------------------------------------------
Texas Petrochemicals, Inc., reported net income of $14.7 million
for the fourth quarter of fiscal year 2006, compared to net income
of $13.4 million in the fourth quarter of fiscal 2005.

The Company's full year results for its fiscal year ending June
30, 2006 were net income of $38.5 million, compared to net income
for the 2005 fiscal year of $22.6 million

Revenue for the year was up over 32% or $301.4 million, increasing
from $936.3 million in fiscal 2005 to $1,237.7 million in fiscal
2006.  Fourth quarter revenues were $319.2 million compared to
revenues of $300.8 million for the comparable prior year period,
an increase of $18.4 million, or 6%.

The Company, at June 30, 2006, had $20.3 million of cash and no
outstanding borrowings on its new $115 million Revolver Credit
Facility.  Positive cash flow generated from operations during the
fiscal year has sufficiently funded the cash requirement to
convert the Senior Secured Convertible Notes to shares of the
Company's common stock and capital spending.  The Company's
capital spending program increased during the quarter to $12.7
million compared to $1.6 million in the prior year quarter.

              The Huntsman's Business Acquisition

The Company disclosed that, on June 27, 2006, it finalized the
purchase of the Huntsman's U.S. butadiene business, which included
the acquisition of the Port Neches C-4 Plant and its associated
operations.

                      New Loan Agreements

The Company also disclosed that it entered into two new loan
agreements during the fiscal fourth quarter, a $280 million,
seven-year term loan that was partially drawn to finance the
acquired business and a $115 million, five year, revolving credit
facility that remained unutilized during the quarter.

                   About Texas Petrochemicals

Headquartered in Houston, Texas, Texas Petrochemicals, LP,
(OTC Pink Sheets: TXPI) -- http://www.txpetrochem.com/-- is a
premier chemical company with more than $1 billion in annual
sales.  The Company provides quality C4 chemical products and
services to both local and global industry companies.  The Company
has manufacturing facilities in the industrial corridor adjacent
to the Houston Ship Channel and operates product terminals in
Baytown, Texas and Lake Charles, Louisiana.

                          *     *     *

As reported in the Troubled Company Reporter on June 16, 2006,
Moody's Investors Service affirmed Texas Petrochemicals LP's Ba3
corporate family rating and Ba3 rating on its $280 million seven
year senior secured term loan facilities.

Moody's rated TPC for the first time following its emergence from
bankruptcy, in April 2006.  The current rating action on the $280
million seven year senior secured term loan facilities
incorporates changes made to TPC's financing as a result of
renegotiated acquisition terms for the Huntsman assets.  The
outlook remains stable.

As reported in the Troubled Company Reporter on June 21, 2006
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Texas Petrochemicals LP and its 'B+' bank loan
rating and recovery rating of '2' on TPC's proposed first-lien
term loan facility.

Standard & Poor's also assigned its 'B+' rating and '2' recovery
rating to the company's $70 million prefunded synthetic letter of
credit facility.  These facilities, together with a $115 million
revolving credit facility, constitute a $395 million package of
senior secured credit facilities.  The outlook is stable.


T.F.D. BUS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: T.F.D. Bus Co., Inc.
        215 South 11th Avenue
        Mount Vernon, NY 10550

Bankruptcy Case No.: 06-22537

Type of Business: The Debtor provides school bus services,
                  luxury coaches, minivan, and employee
                  transportation services.
                  See http://www.tfdbusco.com/

Chapter 11 Petition Date: August 29, 2006

Court: Southern District of New York (White Plains)

Debtor's Counsel: Anne J. Penachio, Esq.
                  575 White Plains Road
                  Eastchester, NY 10709
                  Tel: (914) 961-6003
                  Fax: (914) 961-5658

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


TIGI CORP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TiGi Corporation
        2070 Chain Bridge Road, Suite G-100
        Vienna, VA 22182

Bankruptcy Case No.: 06-11025

Type of Business: The Debtor provides a full range of data-
                  throughput acceleration solutions for server,
                  network and ultra-high speed storage systems.
                  Its systems have been utilized by the U.S.
                  Government, NASA, and the Department of Defense.
                  See http://www.privacybydesign.org/

Chapter 11 Petition Date: August 29, 2006

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Steven B. Ramsdell, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street, Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Crosshill Georgetown Capital            $885,000
Steve Graham
1000 Wilson Boulevard, Suite 1850      ($141,329
Arlington, VA 22209                     Secured)

Arnold Anderson Estate                  $140,822
c/o Denise Cline, Esq.
2800 Two Hanover Square
Raleigh, NC 27601

Celestica                               $108,000
John Sandhu
5455 Spine Road, Suite M
Boulder, CO 80301

Pillsbury Winthrop LLP                   $79,186
1600 Tysons Boulevard
McLean, VA 22102

Alternative Technology                   $77,000
24 Inverness Place East
Englewood, CO 80112

DLA Piper Rudnick Gray Cary              $73,126

Bell Micro Products                      $68,678

Avnet, Inc.                              $40,956

HCL America, Inc.                        $40,000

Syntegra Corp.                           $20,435

Capron & Associates                      $12,319

Sarfino & Rhoades                        $11,905

Patton Boggs LLP                         $10,903

Cooley Godward LLP                        $9,703

Principal Financial Group                 $9,282

Moye White                                $6,895

EZGSA                                     $5,275

CEMSI                                     $4,398

Cyprus Communications                     $3,603

University of Fairfax                     $3,400


TOM TAT: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Tom Tat Shing Shum
        Margie Yam Shum
        5954 Ocean Terrace Drive
        Rancho Palos Verdes, CA 90275

Bankruptcy Case No.: 06-14150

Chapter 11 Petition Date: August 30, 2006

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtors' Counsel: Peter T. Steinberg, Esq.
                  Steinberg, Nutter and Brent
                  23801 Calabasas Road, Suite 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535
                  Fax: (818) 876-8536

Total Assets: $1,921,221

Total Debts:  $4,447,896

Debtors' 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Caine & Weiner Co. Inc.                                   $69,682
Law Office of Charles B. Carey
25910 Acero Street, Suite 360
Mission Viejo, CA 92691
Tel: (949) 458-2131

Bank of America                                           $56,649
Sunrise Credit Services, Inc.
260 Airport Plaza
Farmingdale, NY 11735-3946

Allied International Credit Corp.                         $56,649
2101 West Peoria, Suite 120
Phoenix, AZ 85029
Tel: (602) 308-5555

The Wheel Group                                           $43,541
18400 East. Gale Avenue
City of Industry, CA 91748

Keyston Bros.                                             $42,288
1151 North Kraemer Place
Anaheim, CA 92806
Tel: (714) 238-0049

Webasto Hollandia NA                                      $41,094

Javier Sandino                                            $34,276

Wheel Solution                                            $30,692

Danfield Inc.                                             $30,227

Shum Kam Lin Maria                 Loan to Debtors        $25,000

JP Morgan Chase Legal Department                          $17,944

Automotive Colors                                         $14,415

Audiovox Corp.                                            $13,520

Home Depot                                                $11,165


TOWER RECORDS: Taps O'Melveny & Myers as Bankruptcy Co-Counsel
--------------------------------------------------------------
MTS, Inc., dba Tower Records, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ O'Melveny & Myers LLP as their bankruptcy co-counsel.

O'Melveny & Myers will:

    a. advise the Debtors generally regarding matters of
       bankruptcy law in connection with their chapter 11 cases;

    b. advise the Debtors of the requirement of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure, applicable
       local bankruptcy rules pertaining to the administration of
       their cases and the U.S. Trustee Guidelines related to the
       daily operation of their business and the administration of
       the estates;

    c. prepare motions, applications, answers, proposed orders,
       reports and papers in connection with the administration of
       the estates;

    d. negotiate with creditors, prepare and seek confirmation of
       a plan of reorganization and related documents, and assist
       the Debtors with implementation of the plan;

    e. assist the Debtors in the analysis, negotiation and
       disposition of certain estate assets for the benefit of the
       estates and their creditors;

    f. advise the Debtors regarding the general corporate and
       securities matters as well as bankruptcy related employment
       and litigation issues; and

    g. render other necessary advice and services as the Debtors
       may require in connection with their cases.

Stephen H. Warren, Esq., a partner at O'Melveny & Myers, tells the
Court that he bills $675 per hour.  The firm's other professionals
bill:

       Professional               Hourly Rate
       ------------               -----------
       Ben H. Logan, Esq.             $735
       Evan Jones, Esq.               $705
       Victoria A. Graff, Esq.        $510
       Karen Rinehart, Esq.           $505
       Emily R. Culler, Esq.          $420
       Hilary S. Reed, Esq. $340

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

Mr. Warren can be reached at:

         Stephen H. Warren, Esq.
         O'Melveny & Myers LLP
         400 South Hope Street
         Los Angeles, California 90071
         Tel: (213) 430-6000
         Fax: (213) 430-6407
         http://www.omm.com/

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and seven of its affiliates filed for chapter
11 protection on Aug. 20, 2006 (Bankr. D. Del. Case Nos. 06-10886
through 06-10893).  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than
$100 million.

The Company and its affiliates previously filed for chapter 11
protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case No.
04-10394).  The Court confirmed the plan on March 15, 2004.


TOWER RECORDS: Taps Richards Layton as Bankruptcy Co-Counsel
------------------------------------------------------------
MTS, Inc., dba Tower Records, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Richards, Layton & Finger, P.A., as their bankruptcy co-
counsel.

The Debtors tell the Court that they wish to employ Richards
Layton under an evergreen retainer and that they will file a
separate request to employ O'Melveny & Myers LLP, as co-counsel.

Richards Layton will:

    a. advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession;

    b. take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of objections
       to claims filed against the Debtors' estates;

    c. prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors' estates;
       and

    d. perform all other necessary legal services in connection
       with the Debtors' bankruptcy proceedings.

Mark D. Collins, Esq., a director at Richards Layton, tells the
Court that he bills $520 per hour.  Mr. Collins discloses that the
firm's other professionals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Michael J. Merchant, Esq.            $390
       Jason M. Madron, Esq.                $270
       Ann Jerominski                       $165

The Debtors tell the Court that they have paid the firm a $100,000
retainer.

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

Mr. Collins can be reached at:

         Mark D. Collins, Esq.
         Richards, Layton & Finger, P.A.
         One Rodney Square
         920 North King Street
         Wilmington, Delaware 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         http://www.rlf.com/

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and seven of its affiliates filed for chapter
11 protection on Aug. 20, 2006 (Bankr. D. Del. Case Nos. 06-10886
through 06-10893).  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than
$100 million.

The Company and its affiliates previously filed for chapter 11
protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case No.
04-10394).  The Court confirmed the plan on March 15, 2004.


TOWER RECORDS: Wants Until Nov. 20 to File Schedules & Statement
----------------------------------------------------------------
MTS, Inc., dba Tower Records, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend,
until Nov. 20, 2006, the deadline to file their Schedules of
Assets and Liabilities and Statements of Financial Affairs.

The Debtors tell the Court that due to the:

    a. substantial size and scope of their businesses,

    b. complexity of their financial affairs,

    c. limited staffing available to perform the required internal
       review of their accounts and affairs, and

    d. press of business incident to the commencement of their
       chapter 11 cases,

they were unable to assemble all the information necessary to
complete and file their Schedules and Statements before filing for
bankruptcy.

The Debtors contend that they won't be able to complete the
Schedules and Statements within the time specified in Bankruptcy
Rule 1007 and Local Rule 1007-1(b) due to the numerous critical
operational matters that their limited staff of accounting and
legal personnel must address in the early days of their chapter 11
cases.

The Debtors say that completing the Schedules and Statements for
each of the eight debtors will require collection, review and
assembly of information from multiple locations throughout the
United States.  The Debtors however say that they recognize the
importance the Schedules and Statements and assures the Court that
they intend to complete it as quickly as possible.

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and seven of its affiliates filed for chapter
11 protection on Aug. 20, 2006 (Bankr. D. Del. Case Nos. 06-10886
through 06-10893).  Richards, Layton & Finger, P.A. and O'Melveny
& Myers LLP represent the Debtors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.

The Company and its affiliates previously filed for chapter 11
protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case No.
04-10394).  The Court confirmed the plan on March 15, 2004.


TYRONE HOSPITAL: $4M Net Loss Prompts Merger Plan & Bankr. Warning
------------------------------------------------------------------
Tyrone Hospital's recent $4 million net loss for the year ending
June 30, 2006, has prompted its board of directors to either merge
with Altoona Regional Health System or file for bankruptcy under
chapter 11, the Altoona Mirror reports.  A meeting of both
hospitals' representative is scheduled today.  The final decision
on the merger or the bankruptcy filing will come within a month.

The hospital has been experiencing decreasing patient volume while
competing with two other larger ones, Geisinger Health System and
Altoona.

This year's net loss is the largest since 2001.  Losses have been
recurring since then.  A decision by a Blair County's jury on a
malpractice suit, handed down early this year, cost the hospital
$3.25 million of the $4 million judgment.  The hospital's
insurance will take care of the $1 million liability.  Interest
has increased the amount to $4.5 million.

As a community based healthcare resource, Tyrone Hospital --
http://www.tyronehospital.org/-- has served area residents since
1954.  The facility is located on a wooded campus in the community
of Tyrone.  The hospital is situated between Altoona and State
College and it is easy to access off of Interstate 99.


UNITEDHEALTH GROUP: Rejects Debt Holders Default Notice
-------------------------------------------------------
UnitedHealth Group received a purported notice of default on Aug.
28 from persons claiming to hold certain of its debt securities
alleging a violation of the Company's indenture governing its debt
securities.

The notice came following the Company's failure to file its
quarterly report on Form 10-Q for the quarter ended June 30, 2006,
with the U.S. Securities and Exchange Commission.

The Company believes it is not in default and intends to defend
itself vigorously.  The Company's indenture requires it to provide
to the trustee copies of the reports the Company is required to
file with the SEC, such as its quarterly reports, within 15 days
of filing such reports with the SEC.

                     Independent Review

Earlier this month, the Group said it would delay the filing of
its financial results in light of an independent review of the
company's stock option programs from 1994 to present.  The
company's Board of Directors initiated the review in March 2006.
During the 13-year period under review, the company made more than
45,000 separate option grants to roughly 15,000 individuals.

If, upon conclusion of the independent review, the Company
determines that certain stock options are subject to variable
accounting, the resulting non-cash charges under APB 25 for 2005
and prior years are likely to be significant because of the
substantial increase in the Company's stock price during the
period under review.

Under FAS 123R, the accounting standard currently applicable to
the Company (and adopted for all historical periods), the Company
believes that the potential impact of all stock option matters
under review would not be material.

On July 19, 2006, the Company announced its financial results for
second quarter 2006 and increased its 2006 earnings outlook to a
range of $2.91 to $2.95 per share, supported by expected cash
flows from operations for 2006 of $5.8 billion or more.

                  About UnitedHealth Group

Headquartered in Minneapolis, Minnesota, UnitedHealth Group --
http://www.unitedhealthgroup.com/-- offers a broad spectrum of
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix.  Through its family of businesses,
UnitedHealth Group serves approximately 70 million individuals
nationwide.


USG CORP: Files Claims Settlement Report for Second Quarter
-----------------------------------------------------------
Following the effectivity of the First Amended Joint Plan of
Reorganization of USG Corp. and its debtor-affiliates on
June 20, 2006, the Debtors may compromise or settle any claims
without supervision or approval by the Bankruptcy Court and free
of any restrictions of the Bankruptcy Code or the Federal Rules of
Bankruptcy Procedure.  Any settlements entered into after the
Effective Date are not subject to the Court-approved settlement
procedures with respect to postpetition claims.

In this regard, Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, notifies the Court that
the Debtors resolved 24 property damage claims, 14 personal
injury claims, and 148 trade claims between April 1, 2006, and
June 30, 2006.

The Settled Property Damage Claims, aggregating over $50,000,
are:

   Settling Party             Debtor          Settled Amount
   --------------             ------          --------------
   Pace Suburban Bus          L&W Supply         $15,444
   Donna Puccio-Peters        L&W Supply             806
   Etheridge Construction     L&W Supply             735
   Ronald Houseman            U.S. Gypsum          6,149
   Manju Gulati               L&W Supply           2,650
   Alice F. Kelder            L&W Supply           1,696
   James Floyd                L&W Supply           2,355
   Jose Amaya                 L&W Supply             917
   Kevin G. Onken             L&W Supply           4,241
   Irie M. Huxtable           L&W Supply           1,010
   James Stirling             L&W Supply           5,000
   Robert Strance             U.S. Gypsum            487
   Thomas E. Hind             L&W Supply           2,338
   Nathaniel Watson II        L&W Supply             258
   D&K Construction           L&W Supply             530
   Nancy Casas                L&W Supply             759
   EZ Stop Market             L&W Supply             355
   Heather Moore              L&W Supply             975
   Woodside Communities       L&W Supply             708
   Arthur C. Hunter           L&W Supply             672
   Leon Lawson                L&W Supply           3,220
   Brooke Rivers              L&W Supply             583
   Pete King Nevada Corp.     L&W Supply           3,044
   Mc Bay Tile                L&W Supply           3,273

The Settled Personal Injury Claims, totaling around $200,000,
are:

   Settling Party             Debtor          Settled Amount
   --------------             ------          --------------
   Michael Walker             U.S. Gypsum        $150,000
   Ho Suk Yi                  L&W Supply           11,500
   Brad Smith                 L&W Supply              353
   Charles P. St. Arnauld     L&W Supply           10,500
   Hector E. Duenas           L&W Supply           11,500
   Darcy Welma                L&W Supply            4,500
   Brad Flannery              L&W Supply            6,000
   Alejandro H. Aleman        U.S. Interiors        3,174
   Joyce Stephenson           L&W Supply            2,500
   EER, Inc.                  U.S. Gypsum          25,000
   Orren Bateman              U.S. Gypsum           3,484
   Ring Construction          L&W Supply            1,240
   Jacob A. Elham             L&W Supply              793
   Christopher S. Folen       L&W Supply              700

The Settled Trade Claims include:

  Settling Party           Debtor               Settled Amount
  --------------           ------               --------------
  Amroc Investments, LLC   USG Interiors, Inc.     $123,273
                           L&W Supply               434,696

  Contrarian Capital
     Senior Secured        U.S. Gypsum Company      153,252

  Contrarian Capital
     Trade Claims LP       USG Interiors, Inc.      192,574
                           L&W Supply               179,397

  Contrarian Funds, LLC    U.S. Gypsum Company      554,413

  The Dow Chemical Co.     USG Interiors, Inc.      106,209

  Georgia Pacific Corp.    U.S. Gypsum Company      165,586

  KS Capital Partners LP   L&W Supply               107,821

  Longacre Master Fund     U.S. Gypsum Company      184,768

  SPCP Group LLC           U.S. Gypsum Company      126,386

A schedule of the Settled Trade Claims is available at no charge
at http://ResearchArchives.com/t/s?10ac

Mr. Heath notes that certain settlements during the reporting
period may have been inadvertently omitted from the Settlement
Report.  If the Debtors discover any omitted settlements, they
may file a supplement to the Report at a later date.

                            About USG

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006. (USG
Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VANTAGEMED CORP: June 30 Stockholders' Deficit Tops $3.5 Million
----------------------------------------------------------------
VantageMed Corporation filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 11, 2006.

The Company reported a $506,000 net loss on $2,556,000 of total
revenues for the three months ended June 30, 2006, compared with a
$1,667,000 net loss on $3,861,000 of total revenues for the same
period in 2005.

At June 30, 2006, the Company's balance sheet showed $1,637,000 in
total assets and $5,211,000 in total liabilities, resulting in a
$3,574,000 stockholders' deficit.  At Dec. 31, 2005, the Company
had a $3,410,000 deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $1,492,000 in total current assets available to pay
$5,174,000 in total current liabilities coming due in the next 12
months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?10a3

                        Going Concern Doubt

Farber Hass Hurley & McEwen LLP expressed doubt about VantageMed
Corporation's ability to continue as a going concern after
auditing the Company's 2005 financial statements.  The auditing
firm pointed to the Company's recurring losses from operations,
had an accumulated deficit of $81.2 million and a stockholders'
deficit of $3.4 million at Dec. 31, 2005.

                       About VantageMed Corp.

VantageMed Corporation -- http://www.vantagemed.com/-- is a
provider of healthcare software products and services to more than
18,000 physician, anesthesiologist and behavioral health providers
nationwide.  VantageMed's core products include ChartKeeper
Computerized Medical Records software, RidgeMark, Northern Health
Anesthesia, and Helper family of Practice Management products.
All these products are supported by SecureConnect electronic
transaction services.  Its suite of software products and services
automates administrative, financial, clinical and management
functions for physicians and other healthcare providers as well as
provider organizations.


VARTEC TELECOM: Ch. 7 Trustee Makes Final Distribution to IRs
-------------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas in Dallas authorized Jeffrey H.
Mims, the Chapter 7 trustee for the estates of VarTec Telecom Inc.
and its debtor-affiliates, to make final distribution under the
Global IR Settlement.

                    Global IR Settlement

The U.S. Trustee appointed the Official Committee of Excel
Independent Representatives in December 2004 to address issues
specific to independent representatives of Debtors Excel
Telecommunications, Inc. and Excel Communications Marketing, Inc.

After extensive negotiations, the Debtors, the IR Committee and
the Rural Telephone Finance Cooperative finalized a comprehensive
compromise and settlement of all claims held by independent
representatives at the time the Debtors filed for bankruptcy.

Under the Global IR Settlement, independent representatives are
eligible to receive up to two distributions in the aggregate
amount of $2.8 million.  The RTFC provided the funding necessary
to make the distributions outlined in the settlement.

The Debtors have made an initial distribution in February 2006
aggregating approximately $2.8 million.  Funds for the final
distribution will be sourced from returned, lost, or unclaimed
funds from the initial distribution.  The Trustee estimated
settlement checks to be distributed pursuant to the final
distribution to total $398,331.

                       Third-Party Retentions

Judge Hale further authorized the Chapter 7 Trustee to employ
third parties who will provide services necessary to implement the
Global IR Settlement, including, without limitation:

     a) John D. Schissler of Alvarez & Marsal, who will identify
        the settling independent representatives entitled to
        participate in the final distribution and calculate the
        amounts to be paid to them.

     b) a check processing service to print and mail the
        settlement checks.

After the final cutoff date and the payment of reasonable costs
due to the Trustee's professionals involved with in the final
distribution, all remaining funds in the funding account will be
transferred to the RTFC.

                          VarTec Telecom Inc.

Headquartered in Dallas, Texas, VarTec Telecom Inc. --
http://www.VarTec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81694.  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represented the Debtors in their
restructuring efforts.  J. Michael Sutherland, Esq., and Stephen
A. Goodwin, Esq., at Carrington Coleman Sloman & Blumenthal,
represented the Official Committee of Unsecured Creditors.

On June 16, 2006, the Debtors' Chapter 11 cases were converted
into liquidation proceedings under Chapter 7 of the Bankruptcy
Code.  Jeffrey H. Mims was subsequently appointed as Chapter 7
Trustee.  J. Michael Sutherland, Esq., at Carrington Coleman
Sloman & Blumenthal, LLP, represents the Mr. Mims.  Craig H.
Averch, Esq., at White & Case, LLP, represents the Official
Committee of Excel Independent Representatives.

When the Company filed for protection from its creditors, it
listed more than $100 million in assets and debts.


VESTA INSURANCE: Bankruptcy Administrator Names Creditors' Panel
----------------------------------------------------------------
The Bankruptcy Administrator for the Northern District of Alabama
appointed five unsecured creditors, who were selected from the 20
largest unsecured creditors, willing to serve on the Official
Committee of Unsecured Creditors in Vesta Insurance Group, Inc.'s
Chapter 11 case:

      (1) The Cahaba Group, LLC
          Attn: Ken E. Adkisson
          1200 Corporate Dr., Suite 250
          Birmingham, AL 35242
          Telephone: (205) 991-9300

      (2) Sterne, Agee & Leach, Inc.
          Attn: Ryan C. Medo
          800 Shades Creek Parkway, Suite 700
          Birmingham, AL 35209
          Telephone: (205) 949-3500

      (3) Wyatt R. Haskell
          2964 Cherokee Road
          Birmingham, AL 35223
          Telephone: (205) 254-1415

      (4) Costa Brava Partnership III, LP
          Attn: Seth W. Hamot
          420 Boylston Street, 5th Floor
          Boston, MA 02116
          Telephone: (617) 595-4405

      (5) Wilmington Trust Company
          Attn: James McGinley
          520 Madison Avenue, 33rd Floor
          New York, NY 10022
          Telephone: (212) 415-0522

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  At Dec. 31, 2004,
Vesta Insurance's balance sheet showed $1,764,247,000 in total
assets and $1,810,022,000 in total liabilities resulting in a
$45,775,000 stockholders' deficit.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent 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.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.


VILLAGES AT SARATOGA: Creditors Meeting Slated for September 7
--------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, will convene a
meeting of The Villages at Saratoga Springs LC's creditors at
11:00 a.m. on Sept. 7, 2006, at Suite 250, No. 405, South Main
Street, in Salt Lake City, Utah.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) 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 office of the Debtor under oath about the
company's financial affairs and operations that would be of
interest to the general body of creditors.

Headquartered in Spanish Fork, Utah, The Villages at Saratoga
Springs LC filed for chapter 11 protection on Aug. 29, 2005
(Bankr. D. Utah Case No. 05-33380).  On July 26, 2006, the
Debtor's case was converted into chapter 7 proceeding (Bankr.
D. Utah Case No. 05-33380).  Lon A. Jenkins, Esq., and Mary
Margaret Hunt, Esq., at Ray Quinney & Nebeker represent the
Debtor.  David L. Miller tr serves as trustee and is represented
by Noel S. Hyde, Esq. in South Ogden, Utah.  When the Debtor filed
for protection from its creditors, it listed $26,002,293 in assets
and $15,188,610 in debts.


VILLAGES AT SARATOGA: Court Sets Nov. 8 as Claims Filing Deadline
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah set
Nov. 8, 2006 as the last day for persons owed money by The
Villages at Saratoga Springs LC to file proofs of claim against
the Debtor.

Proofs of claim must be sent to:

   David A. Sime
   Bankruptcy Court Clerk
   U.S. Bankruptcy Court for the District of Utah
   350 South Main #301
   Salt Lake City, UT 84101
   Tel.: (801) 524-6687

Headquartered in Spanish Fork, Utah, The Villages at Saratoga
Springs LC filed for chapter 11 protection on Aug. 29, 2005
(Bankr. D. Utah Case No. 05-33380).  On July 26, 2006, the
Debtor's case was converted into chapter 7 proceeding (Bankr.
D. Utah Case No. 05-33380).  Lon A. Jenkins, Esq., and Mary
Margaret Hunt, Esq., at Ray Quinney & Nebeker represent the
Debtor.  David L. Miller tr serves as trustee and is represented
by Noel S. Hyde, Esq. in South Ogden, Utah.  When the Debtor filed
for protection from its creditors, it listed $26,002,293 in assets
and $15,188,610 in debts.


VISIPHOR CORP: Posts CDN$2 Mil. Net Loss in Second Quarter of 2006
------------------------------------------------------------------
Visiphor Corporation filed its second quarter financial statements
for the three months ended June 30, 2006, with the Securities and
Exchange Commission on Aug. 11, 2006.

The Company reported a CDN$2,024,680 net loss on CDN$1,488,828 of
total revenues for the three months ended June 30, 2006, compared
with CDN$1,562,291 net loss on CDN$920,620 of total revenues for
the same period in 2005.

At June 30, 2006, the Company's balance sheet showed CDN$4,798,166
in total assets, CDN$3,341,717 in total liabilities, and
CDN$1,456,449 in total stockholders' equity.

The Company's June 30 balance sheet showed strained liquidity with
CDN$1,473,251 in total current assets available to pay
CDN$3,239,494 in total liabilities coming due within the next 12
months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?109c

                        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.

                          About Visiphor

Based in Burnaby, 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.


VIVA INT'L: Restructuring Plans Facilitate Expansion & Financing
----------------------------------------------------------------
Viva International, Inc., plans to restructure the Company to
facilitate its expansion and financing efforts as an aviation
holding company.

                         CEO Appointment

Rodolfo "Rudy" Dominguez accepted the appointment as Chief
Executive Officer of the Company and veteran aviation executive
Calvin Humphrey has joined the Company's Board of Directors.

                  River Hawk Acquisition Talks

Additionally, the Company is in negotiations to acquire the assets
and the business operations of River Hawk Aviation, Inc., a
privately held company owned by Mr. Humphrey.  This agreement will
enable the Company to further develop a domestic corporate entity
specializing in the acquisition of aircraft and the sale of
aviation parts.  Furthermore, management believes that the
activities of River Hawk can be expanded to create opportunities
to support and develop the interests of the Company's subsidiaries
in the Caribbean.  It is anticipated that Calvin Humphrey will
have an expanded role in the Company after the completion of the
acquisition of River Hawk.

               Cambridge Partners Consulting Deal

The Company has also entered into a Consulting Agreement with
Cambridge Partners, LLC that contemplates assisting management
with certain applications of Viva International, Inc. and Viva Air
Dominicana, S.A. (its 49% owned subsidiary) for separate listings
on the Frankfurt Stock Exchange.  In addition, the Company has
entered into negotiations with individual owners of Company stock
that will provide up to twenty million shares to fund the
Consulting Agreement.  Under the Consulting Agreement, registered
broker dealers will help effect private sales that the Company
expects to generate up to $5 million in proceeds if all 20,000,000
shares are sold.  The Company anticipates entering into loan
agreements for up to 80% of the proceeds.

The Company release emphasized that as a condition of its
Consulting Agreement with Cambridge it will study the feasibility
of a future distribution of the assets of its Eastern Caribbean
Airlines, Inc., subsidiary, which distribution will be effected
for the benefit of its then existing shareholders.

"The pursuit of River Hawk combined with the Cambridge Consulting
Agreement brings my vision for this Company into the acceleration
mode," Company CEO Rodolfo "Rudy" Dominguez stated.  "From the
financing side, the Company still has a number of projects that
the investment banker network is reviewing and on which we are
seeking funding commitments.  Further, the addition of the
Cambridge Consulting Agreement gives us a broader base of
financing from which we expect to be able to draw.  The
availability of Cal Humphrey in an expanded capacity as well as
the ability of our organization to attract additional quality
management and fulfill the expansion of our Board of Directors
makes this an exciting time for our shareholders and followers."

                    About Viva International

Based in Traverse City, Viva International, Inc. (OTCBB: VIVI) --
http://www.flyviva.com/-- is a publicly traded aviation holding
company in the business of developing and/or acquiring aviation
related entities with beneficial air service certificates and
economic rights.  Viva International has a number of airline and
aviation-related interests including two development stage
carriers being readied to operate in regional markets from hubs in
Puerto Rico and Santo Domingo, Dominican Republic.

At June 30, 2006, the Company's balance sheet showed a
stockholders' deficit of $4,167,988, compared to a deficit of
$4,116,893 at March 31, 2006.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 26, 2005,
Kempisty & Company CPAs, P.C., raised substantial doubt about Viva
International Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended Dec. 31, 2004.  The auditors cite Viva's $14.9 million net
loss for the period from April 18, 1995, to December 31, 2004,
and zero operating revenue for the two-year period ended Dec. 31,
2004.


VOLUME SERVICES: Moody's Affirms B2 Rating on $215 Million Loan
---------------------------------------------------------------
Moody's Investors Service downgraded Volume Services America,
Inc.'s corporate family rating to B3 from B2.  At the same time,
the rating agency affirmed the B2 rating on VSA's $215 million
senior secured credit facility consisting of a $107.5 million
revolver and a $107.5 million term loan B.  The SGL-3 speculative
grade liquidity rating was also affirmed.  The rating outlook
remains stable.  VSA, a subsidiary of Centerplate, Inc.,
operates concession, catering and merchandise services in
sports facilities, convention centers and other entertainment
facilities.

The downgrade to B3 reflects weak fixed charge coverage and free
cash flow metrics, the variability of revenues and earnings, the
fact that VSA operates in a highly competitive, fragmented
industry that is capital intensive and the uncertainty that the
recent level of performance is sustainable.  Supporting the
ratings are VSA's well-established position in the food service
industry, high renewal rate for expiring contracts and a
diversified revenue stream that has helped generate improved cash
flow results through the first half of 2006.

The affirmation of the B2 secured rating recognizes that the
credit facility is secured by substantially all of VSA's tangible
and intangible assets. In addition, under a distressed scenario,
the company's enterprise value should generate an EBITDA sales
multiple sufficient enough to cover total bank commitments, even
with the revolver fully utilized.  Therefore, maintaining the
credit facility rating one notch above the B3 corporate family
rating is warranted at this time.  Moody's does not rate
Centerplate's subordinated notes that are due in 2013.

Moody's previous rating action on VSA was March 14, 2005 when B2
ratings were assigned to the proposed senior secured credit
facility.  A B2 corporate family rating and SGL-3 speculative
grade liquidity rating were also assigned at that time.

Rating downgraded with a stable outlook:

   * Corporate family rating to B3 from B2

Ratings affirmed with a stable outlook:

   * $107.5 million senior secured revolver due in 2010 at B2
   * $107.5 million senior secured term loan B due in 2010 at B2
   * Speculative grade liquidity rating at SGL-3

Centerplate, Inc., the holding company of Volume Services America,
Inc., Volume Services, Inc. and Service America Corporation, is
headquartered in Spartanburg, South Carolina and has an executive
office in Stamford, Connecticut.  Through these subsidiaries, it
operates concession, catering and merchandising services at sports
facilities, convention centers and other entertainment venues
across the United States.  Revenues for fiscal 2005 totaled
approximately $643 million.


WEEKS LANDING: Ask for September 30 Claims Bar Date
---------------------------------------------------
Weeks Landing, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida in Fort Myers
to establish Sept. 30, 2006 as the Bar Date for filing Proofs of
Claim or Proofs of Interest against them.

The Debtors say the September 30 Bar Date will allow them to
ascertain the number and amount of claims in various classes and
finalize the terms of a Plan of Reorganization and Disclosure
Statement.

Jordi Guso, Esq., at Berger Singerman, tells the Court that in
order to develop a comprehensive, viable Plan, the Debtors will
require complete and accurate information regarding the nature,
amount, and status of all claims that will be asserted in their
Chapter 11 cases.

The proposed Bar Date also applies to the claims of any
Governmental Unit.

Headquartered in Bonita Springs, Florida, Weeks Landing, LLC, owns
the Weeks Fish Camp.  The Debtor and three of its affiliates filed
for chapter 11 protection on Apr. 14, 2006 (Bankr. M.D. Fla. Case
No. 06-01721).  Jordi Guso, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$10 million and $50 million.


WESTBRIDGE PRINTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Westbridge Printing Services, Inc.
        7333 Jack Newell Boulevard East
        Fort Worth, TX 76118
        Tel: (817) 590-9638
        Fax: (817) 590-9773

Bankruptcy Case No.: 06-42723

Type of Business: The Debtor provides offset printing of catalogs,
                  magazines, brochures & insurance policies, and
                  saddle stitch binding services.

Chapter 11 Petition Date: August 27, 2006

Court: Northern District of Texas (Fort Worth)

Debtor's Counsel: Robert A. Simon, Esq.
                  Barlow Garsek & Simon, LLP
                  3815 Lisbon Street
                  Fort Worth, TX 76107
                  Tel: (817) 731-4500
                  Fax: (817) 731-6200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
XpedX-DFW                          Trade Debt             $79,120
P.O. Box 430565
Atlanta, GA 30384-3565

Blumberg & Bagley, LLP             Legal Fees             $77,307
1119 West Randol Mill Road
Suite 101
Arlington, TX 76012

State of Texas                     Taxes                  $70,687
Attorney General
Bankruptcy Division
Austin, TX

Pitman Company                     Trade Debt             $60,577
1605 Crescent Circle
Carrolton, TX 75006

Olmsted-Kirk Paper Company         Trade Debt             $59,760
P.O. Box 970093
Dallas, TX 75397-0093

Ascent Assurance, Inc.             Loan                   $53,000

Ris Paper                          Trade Debt             $48,325

Oldham Group                       Trade Debt             $44,467

FedEx Freight                      Trade Debt             $36,800

Riverbend Industrial Partners      Lease Charges          $35,093

Direct Energy                      Utility Bills          $34,735

Performance Specialty Services     Trade Debt             $33,931

GE Capital                         GE Capital             $23,967

Enovation                          Trade Debt             $22,423

Roosevelt Paper                    Trade Debt             $21,124

United Parcel Services             Shipping               $19,112

Adams McClure                      Trade Debt             $18,155

Unisource                          Trade Debt             $17,387

Accent Couriers, Inc.              Trade Debt             $16,467

Sharx Delivery Service             Trade Debt             $15,704


WICKES INC: Solicitation Period Extended to September 20
--------------------------------------------------------
The Honorable Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, extended until
Sept. 20, 2006, Wickes Inc.'s exclusive period to solicit
acceptances of a Plan of Liquidation.

The Debtor submitted a Plan of Liquidation in July 2004 but has
deferred the filing of a Disclosure Statement and the solicitation
of acceptances for the Plan pending the resolution of their
dispute with the Bondholder Committee.

The Debtor, the Bondholder Committee and the Official Committee of
Unsecured Creditors are negotiating to resolve issues related to
the status of the claims of the constituents of the Bondholder
Committee and the distribution of the proceeds from the sale of
substantially all of the Debtor's assets.

The Debtor says the extension is necessary because:

   -- its bankruptcy case is large and complex,

   -- it has made good faith progress toward an orderly and
      successful liquidation by completing the sale of
      substantially all of its assets, and

   -- it will give the Debtor additional time to resolve many
      administrative matters to allow for a consensual plan of
      liquidation.

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP serves as counsel for
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, it listed $155,453,000
in total assets and $168,199,000 in total debts.


WINBLE CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Winble Corporation Of Colorado
        P.O. Box 77
        Durango, CO 80302-0077

Bankruptcy Case No.: 06-15855

Type of Business: The Debtor is a real estate developer.  It filed
                  for chapter 11 protection on January 8, 2006
                  (Bankr. D. Colo. Case No. 06-10053).

Chapter 11 Petition Date: August 29, 2006

Court: District of Colorado (Denver)

Debtor's Counsel: Philipp C. Theune, Esq.
                  Theune Law Offices, P.C.
                  1600 Stout Street, 11th Floor
                  Denver, CO 80202-3131
                  Tel: (303) 832-1150
                  Fax: (303) 845-6934

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


W.R. GRACE: Equity Panel Hiring Buchanan Ingersoll as Counsel
-------------------------------------------------------------
The Official Committee of Equity Holders of W. R. Grace & Co.
sought and obtained the authority of the U.S. Bankruptcy Court
for the District of Delaware to retain Klett Rooney Lieber &
Schorling, PC, as its co-counsel, effective as of Oct. 26, 2001.

Subsequently, the Court appointed William D. Sullivan, Esq., as
Delaware counsel to the Zonolite Attic Insulation Claimants,
effective July 21, 2002.  Mr. Sullivan, who had been associated
with Elzufun, Austin, Reardon, Tarlov & Mondel, P.A., relocated
his practice to Buchanan Ingersoll PC in September 2004.

Effective July 1, 2006, Buchanan and Klett Rooney merged to form
Buchanan Ingersoll & Rooney PC.  Around this time, Mr. Sullivan
terminated his employment with Buchanan.  He will be filing
retention papers to continue his representation of the ZAI
Claimants at his new firm.

In this regard, the Equity Committee asks Judge Fitzgerald to
amend the Retention Order to change Klett Rooney's name to
Buchanan Ingersoll & Rooney pursuant to Section 328 of the
Bankruptcy Code.

The Equity Committee relates that BIR, represented by Teresa K.D.
Currier, Esq., has provided services to the equity panel since
Klett Rooney's original retention in 2001.  To be sure, Ms.
Currier will continue to be the primary Delaware counsel for the
Equity Committee at BIR, just as she did at Klett Rooney.

Ms. Currier notes that the equity panel will be the only
committee in the Debtors' cases represented by the BIR.  There
will be no duplication of services or transitional redundancies
in the representation as result of the merger.

Furthermore, in an abundance of caution, Ms. Currier states that
BIR has erected an ethical screen prohibiting any employees of
the former Buchanan firm who may have had any connections with
the representation of the ZAI Claimants.

BIR will seek compensation and reimbursement of expenses in
accordance with the Bankruptcy Code.

Ms. Currier attests that BIR is a "disinterested" party as that
term is defined under Section 101(14) of the Bankruptcy Code.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  (W.R. Grace Bankruptcy
News, Issue No. 111; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Says David Slaughter Failed to Prove $1.375-Mil. Claim
------------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for leave to supplement their
objection to David Slaughter's claim.

As reported in the Troubled Company Reporter on Aug. 22, 2006,
Mr. Slaughter filed in September 2001 a petition for damages in
the 14th Judicial District Court, Calcasieu Parish, in the state
of Louisiana, seeking recovery from Turner Industries, Ltd., and
W. R. Grace & Company for a personal injury that he suffered when
asphalt crumbled beneath his feet while making a delivery to
Grace's Lake Charles Louisiana facility in December 2000.

Mr. Slaughter subsequently filed Claim No. 5703, asserting a
$1,375,000 unsecured non-priority claim.

The Debtors asked Judge Fitzgerald to disallow and expunge Claim
No. 5703 because Grace is not liable for Mr. Slaughter's alleged
injuries and, in any event, Mr. Slaughter cannot support the
amount of damages requested in the Claim.

The Debtors now tell Judge Fitzgerald that Mr. Slaughter failed to
substantively address any of their objections.  The Claim also
failed to include any supporting documentation or description of
Mr. Slaughter's alleged injuries, except his "self-serving"
complaint from the action filed in Louisiana court.

The Debtors also note that the complaint was filed in violation
of the automatic stay.  Therefore, the complaint is void ab
initio and has no legal effect.

Mr. Slaughter's statement that the Bankruptcy Court "indicated to
Debtors' counsel that Mr. Slaughter's claim should be immediately
submitted to [Alternative Dispute Resolution] at the top of the
ADR list as soon as the [ADR] Order was entered" is misleading.
The Debtors point out that the Court only suggested that they use
mediation process to resolve the Claim.

The Debtors note that nothing presently precludes them from
submitting Mr. Slaughter's claim for resolution under the ADR
Program, if necessary.

The Debtors also contend that their delay in filing the Claim
Objection has not prejudiced the claimant and is excusable.  The
Debtors allege that Mr. Slaughter has not been responsive to
their attempts to contact him.

                        Slaughter Objects

David Slaughter asks the Court to deny the Debtors' request to
file a reply.

Contrary to the Debtors' allegations, Mr. Slaughter relates that
he submitted a list of his medical visits, medical expenses and a
report from 2002 of his treating physician.

Mr. Slaughter agrees that nothing precludes the ADR program from
going forward.  "The only reason that this was mentioned was that
this Court gave the Debtor a specific time limit when Claimant's
motion to lift the stay was denied, to object to the claim of Mr.
Slaughter," Robert Jacobs, Esq., at Jacobs & Crumplar, P.A., in
Wilmington, Delaware, clarifies.  "That time ran from the date
that the ADR Order was entered.  That is long gone.  That is not
excusable neglect and the fact that it took seven months for
Debtor's counsel to inquire as to why the ADR had not been taken
place is not relevant to the fact that Debtor violated the
Court's Order in objecting to this claim in a timely fashion."

"There is always prejudice when there is a delay in following the
Court's Orders," Mr. Jacobs tells Judge Fitzgerald.  "It places
the person . . . to be lulled into complacency with respect to
the fact that ADR will be taking place quickly as the Debtor can
schedule it as no objection to the underlying claim was made.  It
is the same with late filed claims, lifting of stays, and all of
the Orders of this Court -- when one delays for over a year,
there is prejudice, especially when one then files omnibus
objections with short notice in order to expedite the dismissal
of the claim which should have been accomplished over a year
before."

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  (W.R. Grace Bankruptcy
News, Issue No. 111; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ZIM CORP: Posts $567,725 Net Loss in 1st Fiscal Qtr. Ended June 30
------------------------------------------------------------------
ZIM Corporation filed its financial results for the first fiscal
quarter ended June 30, 2006, with the Securities and Exchange
Commission on Aug. 15, 2006.

Revenue for the quarter ended June 30, 2006, was $705,797, a
decrease from $1,331,649 for the quarter ended June 30, 2005.
ZIM's decrease in revenue is primarily attributable to the decline
in revenue from the Company's SMS aggregation services caused by
the continued saturation of the aggregation market.

The net loss figure for the quarter ended June 30, 2006, was
$567,725. The net loss figure for the quarter ended June 30, 2005,
was $196,881.

"As anticipated our revenues decreased substantially.  We are
however pleased with the integration of our acquisition of
Advanced Internet Inc. -- http://www.ringingphone.com/and
http://www.monstertones.com/-- the internet portals," ZIM
president and chief executive officer Michael Cowpland said.

ZIM had cash of $772,015 as at June 30, 2006.  During the quarter,
the Company completed a private placement for cash proceeds of
$280,422.  The balance of approximately $454,000 relating to the
private placement was realized through the conversion of an amount
due to a shareholder.  At March 31, 2006, the Company had cash of
$237,035, a line of credit of $29,967, and an amount due to a
shareholder of $430,260.

At June 30, 2006, the Company's balance sheet showed $2,795,582 in
total assets, $1,388,900 in total liabilities, and $1,406,682 in
total stockholders' equity.

Full-text copies of the Company's first fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?10aa

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Raymond Chabot Grant Thornton LLP expressed substantial doubt
about ZIM Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended March 31, 2006, and 2005.  The auditing firm pointed
to the Company's net loss of $3,388,493 for the year and negative
cash flows from operations during each of the last five years.

                          About ZIM Corp.

Ottawa, Canada-based ZIM Corporation (OTCBB: ZIMCF) --
http://www.zim.biz/-- is a mobile service provider, aggregator,
and application developer for the global SMS market.  ZIM's
products include mobile e-mail and office tools, such as ZIM SMS
Chat, and its message delivery services include Bulk SMS, Premium
SMS, and Location Based Services.  ZIM also provides enterprise-
class software and tools for designing, developing and
manipulating database systems and applications.  Through its two-
way SMS expertise and mobile-enabling technologies, ZIM bridges
the gap between data and mobility.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Tannhauser Trust
   Bankr. N.D. Ohio Case No. 06-32127
      Chapter 11 Petition filed August 15, 2006
         See http://bankrupt.com/misc/ohnb06-32127.pdf

In re Titan Trailer Mfg., Inc.
   Bankr. E.D. Okla. Case No. 06-80590
      Chapter 11 Petition filed August 16, 2006
         See http://bankrupt.com/misc/okeb06-80590.pdf

In re Dello Enterprises, LLC
   Bankr. W.D. Tenn. Case No. 06-26423
      Chapter 11 Petition filed August 17, 2006
         See http://bankrupt.com/misc/tnwb06-26423.pdf

In re Shelley's Auto Sales, Inc.
   Bankr. W.D. Pa. Case No. 06-23953
      Chapter 11 Petition filed August 17, 2006
         See http://bankrupt.com/misc/pawb06-23953.pdf

In re Chem Mark, Inc.
   Bankr. E.D. Wash. Case No. 06-01983
      Chapter 11 Petition filed August 18, 2006
         See http://bankrupt.com/misc/waeb06-01983.pdf

In re Dixon Newman, Inc.
   Bankr. E.D. Tenn. Case No. 06-12691
      Chapter 11 Petition filed August 18, 2006
         See http://bankrupt.com/misc/tneb06-12691.pdf

In re Frisco Food Service, Inc.
   Bankr. W.D. Ky. Case No. 06-32124
      Chapter 11 Petition filed August 18, 2006
         See http://bankrupt.com/misc/kywb06-32124.pdf

In re Lancer Contracting and Service Company, Inc.
   Bankr. W.D. Ky. Case No. 06-12801
      Chapter 11 Petition filed August 18, 2006
         See http://bankrupt.com/misc/mab06-12801.pdf

In re Millennium of MS, LLC
   Bankr. N.D. Miss. Case No. 06-11920
      Chapter 11 Petition filed August 18, 2006
         See http://bankrupt.com/misc/msnb06-11920.pdf

In re National Foodco Corporation
   Bankr. W.D. Ky. Case No. 06-32122
      Chapter 11 Petition filed August 18, 2006
         See http://bankrupt.com/misc/kywb06-32122.pdf

In re Sam Murk
   Bankr. D. Ore. Case No. 06-61621
      Chapter 11 Petition filed August 18, 2006
         See http://bankrupt.com/misc/orb06-61621.pdf

In re Sunset Food Service, LLC
   Bankr. W.D. Ky. Case No. 06-32123
      Chapter 11 Petition filed August 18, 2006
         See http://bankrupt.com/misc/kywb06-32123.pdf

In re Briles Construction, Inc.
   Bankr. S.D. W.V. Case No. 06-20506
      Chapter 11 Petition filed August 21, 2006
         See http://bankrupt.com/misc/wvsb06-20506.pdf

In re NT Management, Inc.
   Bankr. W.D. Tex. Case No. 06-11271
      Chapter 11 Petition filed August 21, 2006
         See http://bankrupt.com/misc/txwb06-11271.pdf

In re Pavlos Amanatidis
   Bankr. D. Mass. Case No. 06-41590
      Chapter 11 Petition filed August 21, 2006
         See http://bankrupt.com/misc/mab06-41590.pdf

In re Fit Family, Inc.
   Bankr. E.D. Mich. Case No. 06-51409
      Chapter 11 Petition filed August 22, 2006
         See http://bankrupt.com/misc/mieb06-51409.pdf

In re Mergile Crafton Bell, Jr.
   Bankr. W.D. Tenn. Case No. 06-12017
      Chapter 11 Petition filed August 22, 2006
         See http://bankrupt.com/misc/tnwb06-12017.pdf

In re Petty Trucking, Inc.
   Bankr. N.D. Ohio Case No. 06-61532
      Chapter 11 Petition filed August 22, 2006
         See http://bankrupt.com/misc/ohnb06-61532.pdf

In re Troy Tooling Technologies, LLC
   Bankr. E.D Mich. Case No. 06-51444
      Chapter 11 Petition filed August 22, 2006
         See http://bankrupt.com/misc/mieb06-51444.pdf

In re Beltline Hose & Rubber Products, Inc.
   Bankr. N.D. Ala. Case No. 06-81671
      Chapter 11 Petition filed August 23, 2006
         See http://bankrupt.com/misc/alnb06-81671.pdf

In re Julio Suarez
   Bankr. E.D. N.Y. Case No. 06-43014
      Chapter 11 Petition filed August 23, 2006
         See http://bankrupt.com/misc/nyeb06-43014.pdf

In re Reginald G. Hill
   Bankr. D. Md. Case No. 06-15047
      Chapter 11 Petition filed August 23, 2006
         See http://bankrupt.com/misc/mdb06-15047.pdf

In re Siteworks Unlimited, Ltd.
   Bankr. S.D.N.Y. Case No. 06-35857
      Chapter 11 Petition filed August 23, 2006
         See http://bankrupt.com/misc/nysb06-35857.pdf

In re Alan Benyak
   Bankr. W.D. Pa. Case No. 06-24063
      Chapter 11 Petition filed August 24, 2006
         See http://bankrupt.com/misc/pawb06-24063.pdf

In re Klinefelter's Lawn Service, Inc.
   Bankr. W.D. Pa. Case No. 06-24044
      Chapter 11 Petition filed August 24, 2006
         See http://bankrupt.com/misc/pawb06-24044.pdf

In re Pilant Enterprises Inc.
   Bankr. D. Kans. Case No. 06-11569
      Chapter 11 Petition filed August 24, 2006
         See http://bankrupt.com/misc/ksb06-11569.pdf

In re Pondview of Pardeeville, LLC
   Bankr. W.D. Wis. Case No. 06-12004
      Chapter 11 Petition filed August 24, 2006
         See http://bankrupt.com/misc/wiwb06-12004.pdf

In re Rhino Logistics, Inc.
   Bankr. C.D. Calif. Case No. 06-14009
      Chapter 11 Petition filed August 24, 2006
         See http://bankrupt.com/misc/cacb06-14009.pdf

In re TNC, Inc.
   Bankr. D. Md. Case No. 06-15079
      Chapter 11 Petition filed August 24, 2006
         See http://bankrupt.com/misc/mdb06-15079.pdf

In re Twin Brook Construction Co., Inc.
   Bankr. W.D. Pa. Case No. 06-24060
      Chapter 11 Petition filed August 24, 2006
         See http://bankrupt.com/misc/pawb06-24060.pdf

In re Wilkerson Excavating & Snowplowing, LLC
   Bankr. W.D. Mich. Case No. 06-04063
      Chapter 11 Petition filed August 24, 2006
         See http://bankrupt.com/misc/miwb06-04063.pdf

In re Eden Industries, Inc.
   Bankr. E.D. Pa. Case No. 06-13675
      Chapter 11 Petition filed August 25, 2006
         See http://bankrupt.com/misc/paeb06-13675.pdf

In re Exquisite Limousine, LLC
   Bankr. S.D. Ga. Case No. 06-11168
      Chapter 11 Petition filed August 25, 2006
         See http://bankrupt.com/misc/gasb06-11168.pdf

In re Gary Michael Prince
   Bankr. E.D. Tenn. Case No. 06-31922
      Chapter 11 Petition filed August 25, 2006
         See http://bankrupt.com/misc/tneb06-31922.pdf

In re Mary Ellen Chajkowski
   Bankr. W.D. Pa. Case No. 06-24068
      Chapter 11 Petition filed August 25, 2006
         See http://bankrupt.com/misc/pawb06-24068.pdf

In re Advanced Shoring and Underpinning, Inc.
   Bankr. D. Utah Case No. 06-23167
      Chapter 11 Petition filed August 28, 2006
         See http://bankrupt.com/misc/utb06-23167.pdf

In re Cedar Lanes
   Bankr. E.D. Calif. Case No. 06-11339
      Chapter 11 Petition filed August 28, 2006
         See http://bankrupt.com/misc/caeb06-11339.pdf

In re GMS Enterprises, LLC
   Bankr. S.D. Ala. Case No. 06-11532
      Chapter 11 Petition filed August 28, 2006
         See http://bankrupt.com/misc/alsb06-11532.pdf

In re K & P Automotive, Inc.
   Bankr. N.D. Ill. Case No. 06-10562
      Chapter 11 Petition filed August 28, 2006
         See http://bankrupt.com/misc/ilnb06-10562.pdf

In re Somerset Apartments, Inc.
   Bankr. D. Nebr. Case No. 06-81280
      Chapter 11 Petition filed August 28, 2006
         See http://bankrupt.com/misc/neb06-81280.pdf

In re W.A.C. International, LLC
   Bankr. M.D. Fla. Case No. 06-02164
      Chapter 11 Petition filed August 28, 2006
         See http://bankrupt.com/misc/flmb06-02164.pdf

In re Corbin John's, LLC
   Bankr. E.D. Pa. Case No. 06-21257
      Chapter 11 Petition filed August 29, 2006
         See http://bankrupt.com/misc/paeb06-21257.pdf

In re Impeccable Machining, Inc.
   Bankr. E.D. Mich. Case No. 06-51904
      Chapter 11 Petition filed August 29, 2006
         See http://bankrupt.com/misc/mieb06-51904.pdf

In re J Kunz & Co., Inc.
   Bankr. W.D. Ky. Case No. 06-32232
      Chapter 11 Petition filed August 29, 2006
         See http://bankrupt.com/misc/kywb06-32232.pdf

In re Just Exteriors, Inc.
   Bankr. S.D.N.Y. Case No. 06-35877
      Chapter 11 Petition filed August 29, 2006
         See http://bankrupt.com/misc/nysb06-35877.pdf

In re Larry C. Mitchell
   Bankr. M.D. Ga. Case No. 06-40631
      Chapter 11 Petition filed August 29, 2006
         See http://bankrupt.com/misc/gamb06-40631.pdf

In re Russell G. Helmers
   Bankr. D. Kans. Case No. 06-11599
      Chapter 11 Petition filed August 29, 2006
         See http://bankrupt.com/misc/ksb06-11599.pdf

In re Star Of Guyana Et Al.
   Bankr. N.D. N.Y. Case No. 06-12210
      Chapter 11 Petition filed August 29, 2006
         See http://bankrupt.com/misc/nynb06-12210.pdf

In re Stella E. Child Care Center, Inc.
   Bankr. D. N.J. Case No. 06-18060
      Chapter 11 Petition filed August 29, 2006
         See http://bankrupt.com/misc/njb06-18060.pdf

In re Alen Ghouliance
   Bankr. C.D. Calif. Case No. 06-14149
      Chapter 11 Petition filed August 30, 2006
         See http://bankrupt.com/misc/cacb06-14149.pdf

In re Crown Medical Clinic Inc.
   Bankr. W.D. Wash. Case No. 06-12940
      Chapter 11 Petition filed August 30, 2006
         See http://bankrupt.com/misc/wawb06-12940.pdf

In re Kenneth Rex Replogle
   Bankr. W.D. Mo. Case No. 06-60822
      Chapter 11 Petition filed August 30, 2006
         See http://bankrupt.com/misc/mowb06-60822.pdf

In re Renaissance Medical Clinic Inc.
   Bankr. W.D. Wash. Case No. 06-12939
      Chapter 11 Petition filed August 30, 2006
         See http://bankrupt.com/misc/wawb06-12939.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***