TCR_Public/070108.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, January 8, 2007, Vol. 11, No. 6

                             Headlines

ACTIVE CORE: September 30 Balance Sheet Upside-Down by $5.4 Mil.
AEOLUS PHARMACEUTICALS: Haskell & White Raises Going Concern Doubt
ALLIS-CHALMERS: Intends to Offer $225 Million of Senior Notes
AMBA INC: Case Summary & Six Largest Unsecured Creditors
AMERICAN HOME: Moody's Rates Class B-1 Certificates at Ba2

ARROW ELECTRONICS: Acquires Agilysys KeyLink for $485 Mil. in Cash
ARROW ELECTRONICS: Fitch Says Agilysys Buy Won't Affect Ratings
ASARCO LLC: Creditors Support Exclusive Periods Extension
ASARCO LLC: Wants Subpoena Issued to Roman Friedrich
AVISTAR COMMS: Inks New $10 Million Revolving Credit Facility

BATTERSON PARK: Fitch Holds Junk Rating on $16 Mil. Class B Notes
BERWICK BLACK: Involuntary Chapter 11 Case Summary
CALPINE CORP: Board Urges Unitholders to Reject Harbinger's Bid
CALPINE CORP: Affiliate Inks Power Sales Agreement with PG&E
CHARMING CASTLE: Sec. 341(a) Creditors Meeting Slated for Feb. 7

CHARMING CASTLE: Ch. 7 Trustee Taps W. Dennis Schilling as Counsel
CITIGROUP MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
CLIENTLOGIC CORP: Moody's Lifts Corporate Family Rating to B2
COLLINS & AIKMAN: ASC Inc. License Pact Can be filed Under Seal
COLLINS & AIKMAN: Has Until March 14 to Decide on Becker Leases

COMPLETE RETREATS: Panel Counsel Wants $1.1MM Payment for Services
CONSTELLATION BRANDS: Crown Imports Starts Operation as Scheduled
CREST 2001-1: Moody's Lifts Rating on $30 Million Class C Notes
DANA CORP: Wants $200MM Increase of DIP Loan to Enhance Liquidity
DANA CORP: Exclusive Plan-Filing Period Extended Until September 3

DELTA AIR: PBGC Reach Agreement on Delta Pilots Pension Plan
DORAL FINANCIAL: Third Quarter Loss Prompts S&P to Lower Ratings
DOV PHARMACEUTICAL: Has Until January 16 to Repurchase Debentures
DURA AUTO: Court Approves Upper Cumberland and Lawrenceburg Pacts
DURA AUTOMOTIVE: Seeks Court Nod for Lease Rejection Procedures

ECUITY INC: Has $12.9 Mil. Shareholders' Deficit at September 30
ELEPHANT TALK: September 30 Balance Sheet Upside Down by $129,639
EMPIRE RESORTS: Amends Option Agreement with Concord Associates
EMPIRE RESORTS: Indian Affairs' Finding Show No Significant Impact
FINAL ANALYSIS: Case Summary & Two Largest Unsecured Creditors

FRIENDLY ICE: Sardar Biglari Rejects Offer of Two Board Seats
FTS GROUP: Earns $69,551 of Net Income in Quarter Ended Sept. 30
GENERAL MOTORS: Asia Pacific Sales Up 17.9%; Market Share Up 6.4%
GENERAL MOTORS: Reports 11.8% Market Share in China
GOODYEAR TIRE: S&P Holds Rating on $46 Million Certificates at B-

GUARDIAN TECHNOLOGIES: Mark Zorko Resigns from Board of Directors
INCO LTD: Completes Amalgamation with Itabira Canada
INTELSAT LTD: Subsidiary to Redeem $1 Billion Senior Notes
INTERSTATE BAKERIES: Court OKs Settlement to Reconstitute Board
IPIX CORP: Argusight Wants $2.2 Million Secret Offer Disallowed

KL INDUSTRIES: Court Sets January 9 Cash Collateral Hearing
KNIGHT PROTECTIVE: Case Summary & 20 Largest Unsecured Creditors
LIFE SCIENCES: NYSE Arca Okays Listing Application
MARCI-COURT: Case Summary & Five Largest Unsecured Creditors
MESABA AVIATION: Inks Stock Purchase Agreement with Northwest

METAMORPHIX INC: Sept. 30 Balance Sheet Upside-Down by $50.8 Mil.
NESCO INDUSTRIES: Oct. 31 Balance Sheet Upside-Down by $11 Million
NORTEL NETWORKS: Closes $320MM Cash Sale of Unit to Alcatel-Lucent
NORTH AMERICAN TECH: KBA Group LLP Raises Going Concern Doubt
NORTHWEST AIRLINES: Inks Agreement to Acquire Mesaba Aviation

PHILLIPS-VAN HEUSEN: Completes Acquisition of Superba for $110MM
PHOTRONICS INC: Extends Employment of Asia Ops Pres. Until Oct. 28
RADIO ONE: Sells WKAF-FM for $30 Million to Entercom
RIO VISTA: Earns $4.6 Million in Quarter Ended September 30
RIO VISTA: Earns $4.7 Million Net Income in Quarter Ended Sept. 30

RONALD STONE: Case Summary & Seven Largest Unsecured Creditors
ROO GROUP: Posts $3.7 Million Net Loss in Quarter Ended Sept. 30
SBARRO INC: MidOcean Partners Deal Cues S&P's Developing Watch
SCIENTIFIC GAMES: Moody's Rates New $200 Million Loan at Ba1
SHIMBA HILLS: Case Summary & 20 Largest Unsecured Creditors

SEA CONTAINERS: Wants Until June 12 to File Chapter 11 Plan
SEA CONTAINERS: Wants Until May 13 to Decide on Leases
SMARTIRE SYSTEMS: Oct. 31 Balance Sheet Upside-Down by $34.8 Mil.
TANGO BRANDED: Case Summary & 20 Largest Unsecured Creditors
TERWIN MORTGAGE: Moody's Rates Class B-5 Certificates at Ba1

TITAN GLOBAL: Completes New $22.6 Million Refunding with Greystone
TITANIUM METALS: Sells Valtimet Stake to ValTubes for $75 Million
WASHINGTON MUTUAL: Moody's Rates Class B-2 Certificates at Ba2
WEIGHT WATCHERS: Moody's Rates Proposed $1.2 Bil. Sr. Loan at Ba1
WOLDRICH HOLDINGS: Case Summary & Largest Unsecured Creditor

XENONICS HOLDINGS: Eisner LLP Raises Going Concern Doubt
XPEDIOR INC: Court Enters Final Decree Closing Chapter 11 Cases

* Drinker Biddle and Gardner Carton Officially Merged
* Former Assistant U.S. Attorney Douglas Fuchs Joins Gibson Dunn

* BOND PRICING: For the week of January 1 - January 6, 2006

                             *********

ACTIVE CORE: September 30 Balance Sheet Upside-Down by $5.4 Mil.
----------------------------------------------------------------
Active Core Technologies Inc. reported a $7.5 million net loss on
$572,043 of revenues for the quarter ended Sept. 30, 2006,
compared with a $492,109 net loss on $2.7 million of revenues for
the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.5 million
in total assets and $6.9 million in total liabilities, resulting
in a $5.4 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $848,327 in total current assets available
to pay $6.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1807

                        Going Concern Doubt

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

                   About ActiveCore Technologies

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


AEOLUS PHARMACEUTICALS: Haskell & White Raises Going Concern Doubt
------------------------------------------------------------------
Haskell & White LLP expressed substantial doubt about Aeolus
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and
insufficiennt working capital to fund its operations throughout
the next fiscal year.

Aeolus reported a $5.7 million net loss on $92,000 of revenues for
the year ended Sept. 30, 2006, compared with a $6.9 million net
loss on $252,000 of revenues for the same period in 2005.

The decrease in net loss is mainly due to lower reported research
and development expenses of $3.5 million and lower reported
general and administrative expenses of $2.2 million in fiscal
2006, compared with $4.5 million and $2.7 million, respectively in
fiscal 2005.

At Sept. 30, 2006, the company's balance sheet showed $3.6 million
in total assets, $1.8 million in total liabilities, and
$1.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1816

                          About Aeolus

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


ALLIS-CHALMERS: Intends to Offer $225 Million of Senior Notes
-------------------------------------------------------------
Allis-Chalmers Energy Inc. intends to offer, subject to market and
other conditions, $225 million aggregate principal amount of its
senior notes due 2017 in a private placement.

The company plans to use the net proceeds of the offering to repay
a portion of the debt outstanding under its $300 million bridge
loan facility, which was incurred to finance its acquisition of
substantially all the assets of Oil & Gas Rental Services, Inc.

The notes will be offered to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, and
outside the United States to persons other than U.S. persons, in
reliance on Regulation S.

The offer and sale of the notes will not be registered under the
Securities Act of 1933, and the notes may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.

Based in Houston, Texas, Allis-Chalmers Energy Inc. (AMEX: ALY)
-- http://www.alchenergy.com/-- provides oilfield services and  
equipment to the oil and gas exploration and development companies
primarily in Texas, Louisiana, New Mexico, Colorado, and Oklahoma;
offshore in the United States Gulf of Mexico; and offshore and
onshore in Mexico.  The company offers directional drilling,
compressed air drilling, casing and tubing, rental tools, and
production services.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service confirmed Allis-Chalmers Energy Inc.'s
B3 Corporate Family Rating and B3 rating on the company's 9%
Senior Unsecured Guaranteed Global Notes Due 2014.


AMBA INC: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------
Debtor: AMBA Inc.
        8101 Express Drive
        Marion, IL 62959

Bankruptcy Case No.: 07-40003

Type of Business: The Debtor operates a 35-room hotel.

Chapter 11 Petition Date: January 2, 2007

Court: Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtor's Counsel: Bradley P. Olson, Esq.
                  Law Office of Brad Olson
                  144 S Division
                  Carterville, IL 62918
                  Tel: (618) 985-5262
                  Fax: (618) 985-5962

Total Assets: $1,233,299

Total Debts:  $887,626

Debtor's Six Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Banterra Bank                 Secured By Co-secured      $40,000
800 North Carbon              Cosigners Signers
Marion, IL 62959              Residence

Hospitality International     Franchise fees             $30,465
Inc.
1726 Montreal Circle
Suite 110
Tucker, GA 38004

Brian Patel                   Pass due wages             $19,500
8101 Express
Marion, IL 62959

Jyodika Patel                 Management fees             $2,550
203 Lingle Ave.
Marion, IL 62959

The Lamar Companies           Road sign                   $1,250
P.O. Box 96030
Baton Rouge, LA 70896

Maintenance USA               3 vacuum cleaners             $310
P.O. Box 2317
Jacksonville, FL 32203


AMERICAN HOME: Moody's Rates Class B-1 Certificates at Ba2
----------------------------------------------------------
Moody's Investors Service assigned an Aaa ratings to the senior
certificates issued by American Home Mortgage Assets Trust 2006-6,
and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The certificates are backed by adjustable-rate, negative
amortization, Alt-A mortgage loans originated by American Home
Mortgage Investments Corp.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination and lender paid mortgage insurance provided by The
Modified Pool Insurer.

Moody's expects collateral losses to range from 0.9% to 1.1%.

American Home Mortgage Servicing, Inc. will service the loans and
Wells Fargo N.A. will act as master servicer.  Moody's has
assigned Wells Fargo N.A. its top servicer quality rating of SQ1
as a master servicer.

These are the rating actions:

   * Issuer: American Home Mortgage Assets Trust 2006-6
   * Mortgage-Backed Pass-Through Certificates, Series 2006-6

                  Class A1-A,Assigned Aaa
                  Class A1-B,Assigned Aaa
                  Class A1-C,Assigned Aaa
                  Class A2-A,Assigned Aaa
                  Class A2-B,Assigned Aaa
                  Class R,   Assigned Aaa
                  Class X-P, Assigned Aaa
                  Class M-1, Assigned Aa1
                  Class M-2, Assigned Aa2
                  Class M-3, Assigned Aa3
                  Class M-4, Assigned A1
                  Class M-5, Assigned A2
                  Class M-6, Assigned A3
                  Class M-7, Assigned Baa1
                  Class M-8, Assigned Baa2
                  Class M-9, Assigned Baa3
                  Class B-1, Assigned Ba2


ARROW ELECTRONICS: Acquires Agilysys KeyLink for $485 Mil. in Cash
------------------------------------------------------------------
Arrow Electronics, Inc., disclosed on Jan. 2, 2007, that it has
signed a definitive agreement pursuant to which Arrow will acquire
substantially all of the assets and operations of the Agilysys
KeyLink Systems Group, for $485 million in cash.  Arrow will also
enter into a long-term procurement agreement with the Agilysys
Enterprise Solutions Group, Agilysys' value-added reseller
business.

"With this acquisition, we will become the leading distributor of
enterprise products for both International Business Machines Corp.
and Hewlett Packard Company, as well as the leading value-added
distributor of storage and software," stated William E. Mitchell,
chairman, president and chief executive officer of Arrow
Electronics, Inc.  "Keylink is a natural complement to our
existing enterprise computing solutions business with its value-
added approach and its resellers' focus on small and medium sized
customers," added Mr. Mitchell.

"Our partnership will create significant cross selling
opportunities to further accelerate our growth in the global
enterprise computing solutions distribution market.  All field
sales positions will remain intact to ensure that we will continue
to provide our customers and suppliers with superior levels of
service," stated M. Catherine Morris, president, Arrow Enterprise
Computing Solutions.

"We believe KeyLink will further benefit from Arrow's considerable
global scale, vast customer base, strong financial resources and
leadership in the technology distribution market," said Arthur
Rhein, chairman, president and chief executive officer of
Agilysys.  "As a result of this transaction, both Agilysys and
Keylink will be better positioned to achieve their full potential
as Agilysys focuses solely on growing its information technology
solutions business.  We wish Arrow well as they continue to grow
their business," added Mr. Rhein.

"The acquisition is expected to be $.18 to $.22 accretive in the
first twelve months and will further strengthen our industry
leading return on invested capital, while generating an expected
$30 million in operating cash flow annually," added Paul J.
Reilly, senior vice president and chief financial officer of Arrow
Electronics, Inc.

The transaction, which will be funded with cash-on-hand plus
borrowings under Arrow's existing committed liquidity facilities,
is subject to customary closing conditions, including obtaining
the necessary government approvals, and is expected to be
completed within 90 days.  Goldman, Sachs & Co. acted as financial
advisor and Milbank, Tweed, Hadley & McCloy LLP acted as legal
counsel to Arrow in connection with this transaction.

                     About Agilysys KeyLink

Based in Cleveland, Ohio, Agilysys KeyLink Systems Group is a
distributor of enterprise servers, storage and software in the
United States and Canada.  Through approximately 500 employees,
KeyLink provides complex solutions from industry leading
manufacturers to more than 800 reseller partners.  Pro forma sales
for the 2006 calendar year are expected to be approximately
$1.6 billion, which include revenues that will be associated with
the procurement agreement.

                  About Arrow Electronics

Arrow Electronics (NYSE:ARW) -- http://www.arrow.com/-- is a  
provider of products, services and solutions to industrial and
commercial users of electronic components and computer products.  
Headquartered in Melville, New York, Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.


ARROW ELECTRONICS: Fitch Says Agilysys Buy Won't Affect Ratings
---------------------------------------------------------------
Fitch Ratings expects that Arrow Electronics, Inc.'s proposed
acquisition of Agilysys Keylink Systems Group for $485 million in
cash will not affect the company's ratings or Positive Rating
Outlook.

However, Fitch believes further meaningful debt-financed
acquisitions could result in a revision of Arrow's Rating Outlook
to Stable or negative rating actions.

Fitch currently rates Arrow as:

   -- Issuer Default Rating of 'BB+';
   -- Senior unsecured notes of 'BB+';
   -- Senior unsecured bank credit Facility of 'BB+'.

Arrow recently disclosed that it has entered into a definitive
agreement to acquire substantially all the assets of Keylink, a
leading enterprise and computing solutions distributor, from
Agilysys Inc. for $485 million in cash. Simultaneously, Arrow
entered into a long-term procurement agreement with Agilysis'
value-added reseller business.

With approximately $1.6 billion of sales for calendar year 2006,
pro forma for the Agilysis procurement agreement, Fitch believes
the proposed acquisition will consolidate Arrow's already leading
position in distributing enterprise computing solutions, and
strengthen Arrow's exposure to Keylink's leading suppliers,
International Business Machines and Hewlett Packard.  

In addition, Arrow expects Keylink to generate approximately 5.5%-
6% operating EBIT margins in 2007, including expectations for
modest cost reductions, which would be accretive to Arrow's
corporate-wide profitability, which Fitch estimates was at 4.7%
for the latest 12 months ended Sept. 30, 2006.

While recognizing these anticipated positives, this transaction,
if consummated, would be Arrow's fifth acquisition over the past
year and the first to be debt-financed.  Including expectations
for positive free cash flow for the fourth quarter ended
Dec. 31, 2006 but with just $253 million of cash and cash
equivalents as of Sept. 30, 2006, Fitch expects Arrow will fund
the majority of the purchase price with either its $600 million
senior unsecured revolving credit facility expiring June 2010
and/or $550 million accounts receivable securitization facility
expiring February 2008, both of which were undrawn as of
Sept. 30, 2006.

Nonetheless, even assuming the transaction is fully funded with
borrowings under these facilities, total debt adjusted for rent
expense to operating EBITDAR will remain below 3x.  

Fitch believes that Arrow will continue to pursue acquisition
opportunities, mainly in the more fragmented global enterprise
computing market, which, depending on materiality, could pressure
Fitch's Positive Rating Outlook in the future.


ASARCO LLC: Creditors Support Exclusive Periods Extension
---------------------------------------------------------
Glencore Ltd., Montana Resources Inc., Washington Corporations and
the United States government, on behalf of certain environmental
state agencies, support further extension of ASARCO LLC and its
debtor-affiliates' Exclusive Periods.

As reported in the Troubled Company Reporter on Dec. 15, 2006, the
Debtors sought the U.S. Bankruptcy Court for the Southern District
of Texas in Corpus Christi to further extend their exclusive
period to file a plan of reorganization until May 11, 2007, and
their exclusive period to solicit acceptances of that plan until
July 11, 2007.

Glencore, MRI and Washington Corp. contend that extension of the
Exclusive Periods will give the Debtors time to complete a
reorganization transaction that will enable them to realize on the
value of their assets and businesses promptly.  If the Debtors
fail to do so, and copper prices continue to fall, the recovery of
creditors will diminish substantially, Deirdre B. Ruckman, Esq.,
at Gardere Wynne Sewell, LLP, in Dallas, Texas, says.

Glencore, MRI and Washington Corp. believe that during the
exclusivity extension period, the Debtors will propose a plan of
reorganization that provides for:

   -- the sale of their operating and other assets at a fair,
      market-driven value;

   -- the orderly continuation of their business operations;

   -- the continued employment of their union workforce;

   -- substantial returns to their creditors;

   -- addressing their environmental obligations and
      liabilities; and

   -- the establishment of a trust that satisfies their asbestos
      liabilities pursuant to Section 524(g) of the Bankruptcy
      Code.

Ms. Ruckman tells the Court that Glencore, MRI and Washington
Corp. are forming a joint venture to conduct due diligence and
make an offer to purchase substantially all of the Debtors'
assets, and assume certain environmental clean-up obligations.

The Government Agencies contend that further extension of the
Exclusive Periods will give them and the Debtors more time for a
negotiation process, which they hope would resolve environmental
issues so that the outcome of the negotiations would be included
in a plan of reorganization framework.

A status conference for the parties to report on the status of the
environmental negotiation has been set for Feb. 16, 2007, David L.
Dain, Esq., in Washington, D.C., representing the Government
Agencies, relates.

The Government Agencies hope that the Debtors will provide a
specific schedule as to when they will provide necessary
information to interested third parties for due diligence.

                         About ASARCO LLC

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

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

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

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants Subpoena Issued to Roman Friedrich
----------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas to issue a subpoena directing Roman Friedrich to
appear in Dallas, Texas, on Jan. 15, 2007, for deposition and to
produce documents relevant to the June 2005 sale of its interest
in Minto Explorations, Ltd.

ASARCO LLC's statute of limitations to bring an action under
Sections 544, 545, 547, 548, or 553 of the Bankruptcy Code will
expire on Aug. 9, 2007.  Before the statute of limitations
expires, ASARCO must investigate all of its potential causes of
action and decide, with respect to each potential claim, whether
to:

   -- expend estate resources to actively prosecute the cause of
      action before Aug. 9, 2007;

   -- preserve the cause of action for further analysis and post-
      confirmation litigation; or

   -- abandon the cause of action.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas
relates that ASARCO's investigation has identified, among other
things, the Minto sale, an undeveloped mine in the Yukon.

Mr. Price says that although ASARCO has invested more than
$6,900,000 in developing Minto, it sold its interest in Minto for
less than $2,100,000 just two months before the Petition Date.

ASARCO's investigation reveals that at the time of the sale, the
Minto Project contained 336,000,000 pounds of copper, 140,460
ounces of gold and 2,200,000 ounces of silver.  In addition,
annual production was expected to average 23,000,000 pounds of
copper, 8,800 ounces of gold, and 123,800 ounces of silver for the
11-year life of the mine.

To further advance its investigation into the questionable sale,
Mr. Prince says ASARCO needs to depose and review documents in the
possession of Mr. Friedrich, ASARCO's financial advisor in
connection with the Minto sale.

Mr. Prince asserts that Mr. Friedrich's deposition unquestionably
is "likely to lead to the discovery of admissible evidence," and
is therefore "necessary in the interest of justice."

ASARCO also seeks to compel the deposition and production of
documents by Mr. Friedrich on January 15, 2007, in connection with
its pending adversary action against Mineral Park, Inc.

Mr. Prince contends that by scheduling the two depositions
consecutively, Mr. Friedrich will be required to make only one
trip to the United States from Vancouver, Canada, where he
resides, saving both time and money for all concerned parties.

                         About ASARCO LLC

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

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

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

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AVISTAR COMMS: Inks New $10 Million Revolving Credit Facility
-------------------------------------------------------------
Avistar Communications Corp., disclosed that on Dec. 23, 2006, it
signed a $10 million dollar revolving credit facility with a major
financial institution.

This new facility provides for up to $10 million in debt financing
to be used to fund business operations, and has an initial term
through December 2007.  The credit facility is subject to
customary terms and conditions, including several reporting and
non-financial covenants.

"With this revolving credit facility in place, Avistar
Communications Corporation has additional financial flexibility to
take advantage of opportunities in the video collaboration
marketplace in 2007," stated Robert J. Habig, Chief Financial
Officer of Avistar.

The credit facility is secured by the grant of a security interest
in all of Avistar's assets, tangible and intangible.  The facility
is also supported by a personal collateralized guaranty from
Gerald J. Burnett, Chairman and Chief Executive Officer of
Avistar, increasing the accessibility of the line.

Avistar Communications Corporation (NASDAQ: AVSR)
-- http://www.avistar.com/-- develops, markets, and supports a  
video collaboration platform for the enterprise, all powered by
the AvistarVOS(TM) software.  Founded in 1993, Avistar is
headquartered in Redwood Shores, California, with sales offices in
New York and London.

Collaboration Properties, Inc. (CPI), a wholly owned subsidiary of
Avistar, holds a current portfolio of 71 patents for inventions in
the primary areas of video and network technology.  CPI pursues
patents for presence-based interactions, desktop video, recorded
and live media at the desktop, multimedia documents, data sharing,
and a rich-service network video architecture that supports
Avistar's product suite and customers.  CPI offers licenses to its
patent portfolio and Avistar's video-enabling technologies to
companies in the video conferencing, rich-media services, public
networking, and related industries.

At Sept. 30, 2006, Avistar Communications' balance sheet showed a
total stockholders' deficit of $7,303,000, compared to a deficit
of $4,158,000 at Dec. 31, 2005.


BATTERSON PARK: Fitch Holds Junk Rating on $16 Mil. Class B Notes
-----------------------------------------------------------------
Fitch upgrades one class of notes issued by Batterson Park CBO I,
Ltd.

The rating action is effective immediately:

   -- $16,893,879 class A-5 notes upgraded to 'A+' from 'BB+';
   -- $16,500,000 class B notes remain at 'C/DR3'.

Batterson Park is a collateralized debt obligation that closed
Nov. 17, 1998 and is managed by General Re/New England Asset
Management.  Batterson Park is composed of high yield bonds and
high yield loans.

As part of this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

In addition, 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.

The upgrade to the class A-5 notes is mainly due to an increase in
credit enhancement.  The continued failure of the
overcollateralization test has been diverting all interest and
principal proceeds to redeem the capital structure since July
2000.  The class A-3 and A-4 notes paid-in-full in July 2006
making the A-5 notes the most senior tranche in the transaction.
The A-5 notes have received approximately 66% of their original
principal balance to date.

The class B notes are remaining at 'C/DR3' because they continue
to defer interest payments and are not expected to receive any
payments until the class A-5 notes are paid-in-full.  Credit
enhancement to the class B notes has declined since the last
review, as shown by a decrease in the OC test to 81.5%, according
to the Dec. 20, 2006 trustee report, compared to 94.5% at the last
review in September 2005.  The class B notes are expected to
recover amounts between 51% and 70%, which is the 'DR3' range.

The ratings of the class A-5 and class B 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.

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


BERWICK BLACK: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtors: Berwick Black Cattle Company
                 200 North Monroe Street
                 Abingdon, IL 61410

                      -- and --

                 Mark Ray
                 1258 140th Street
                 Cameron, IL 61423

Involuntary Petition Date: December 26, 2006

Case Number: 06-82166

Chapter: 11

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Petitioners' Counsel: Edward S. Weil, Esq.
                      180 North LaSalle, Suite 2700
                      Chicago, IL 60601
                      Tel: (312) 346-1300

                           -- and --

                      Paul A. Osborn, Esq.
                      Ward, Murray, Pace & Johnson, P.C.
                      202 East 5th Street
                      Sterling, IL 61081
                      Tel: (815) 625-8200

                           -- and --

                      Faegre & Benson
                      1900 15th St.
                      Boulder, CO 80302
                      Tel: (303) 447-7774

                           -- and --

                      Ivan J. Reich, Esq.
                      Becker & Poliakoff, P.A.
                      Emerald Lake Corporate Park
                      3111 Stirling Road
                      Fort Lauderdale, FL 33312
                      Tel: (954) 985-4135
         
   Petitioners                   Nature of Claim   Claim Amount
   -----------                   ---------------   ------------
Joseph Bonar                     Loan                $8,000,000
11028 Harbour Yacht Court
Suite 102
Fort Myers, FL 33908

Larry Olson                      Loan                $6,000,000
11210 Bellsville Pike
Columbus, IN 47201

Robert Lucas                     Loan                  $300,000
204 West Main Street
Delphi, IN 46923

Jeffrey Miller                   Loan                  $130,000
P.O. Box 997
Arvada, CO 80001

Gerald Lucas                     Loan                  $101,000
7525 East Gainey Ranch Road
Scottsdale, AZ 85258

Gary Schreiner                   Loan                  $100,000
901 East 18th Street
Rock Falls, IL 61071


CALPINE CORP: Board Urges Unitholders to Reject Harbinger's Bid
---------------------------------------------------------------
The Board of Trustees of Calpine Commercial Trust, on behalf of
Calpine Power Income Fund, has unanimously recommended that
unitholders reject the unsolicited offer from Harbinger Capital
Partners and not tender their units into the offer.

The Board's recommendation, as well as a discussion of its reasons
for rejecting the Harbinger offer, is contained in a Trustees'
Circular filed on Jan. 4, 2007, with Canadian securities
regulators.  Unitholders are urged to read the Trustees' Circular
in its entirety.

Copies of the Circular are being mailed to the Fund's unitholders.

In making its recommendation, the Board considered many factors
including the written opinion of its financial advisor, BMO
Capital Markets.  This opinion states that the consideration
offered by Harbinger is inadequate, from a financial point of
view, to the Fund's unitholders other than Harbinger.  The full
text of the BMO Capital Markets opinion is included in the
Trustees' Circular.

"We believe Harbinger's offer is financially inadequate,
opportunistic and fails to recognize the full value of the Fund,"
said Robert Hodgins, Chairman of the Board of Trustees.  "We are
advising unitholders to reject the Harbinger offer and not to
tender their units.  The Board has received strong interest from a
number of third parties regarding potential alternative
transactions that may offer superior value to unitholders.  We are
actively pursuing those discussions.  We also believe recent
developments in Calpine Corporation's insolvency proceedings,
including an initiative by Calpine Corporation yesterday to enter
into global settlement discussions with its U.S. and Canadian
creditors, bode well for unitholders of the Fund."

"We dispute Harbinger's self-serving and exaggerated claims
regarding the risks and uncertainties facing the Fund as a result
of Calpine Corporation's insolvency proceedings," said Mr.
Hodgins.  "The fact is that Calpine Power Income Fund owns high-
quality, modern, geographically diversified and energy-efficient
power generating assets that deliver stable cash flow and are
underpinned by long-term contracts with financially strong
counterparties.  These assets have delivered significant value to
unitholders over the past year.  The trust units, over the year
prior to the Harbinger bid, have increased in value by
approximately 32% and regular monthly distributions have been
maintained.  The value is reflected in the strong interest we have
received from potential acquirers in recent weeks."

                 Reasons for the Recommendation

The Board has carefully reviewed the Harbinger offer and believes
that the offer fails to provide full value for the Fund and is an
attempt by Harbinger to acquire the Fund without offering adequate
consideration to its unitholders.  The principal factors
considered by the Board in concluding to recommend that
unitholders reject the Harbinger offer and not tender their units
include:

   * The Harbinger offer is inadequate, from a financial point of
     view, to the Fund's unitholders.

   * The Harbinger offer does not reflect the quality of the
     Fund's assets, cash flows, long-term contracts and
     contractual counterparties, or the value of the priority that
     the Fund's Trust Units have over Calpine Corporation's
     subordinated interest in certain of the Fund's assets.

   * The Harbinger offer does not reflect the substantial value of
     the unresolved claims the Fund and its subsidiaries have
     against Calpine Corporation.

   * Superior proposals delivering greater value to unitholders
     may emerge.

   * The Harbinger offer is opportunistic, in that it is timed to
     attempt to take advantage of unique information and knowledge
     acquired by Harbinger as a result of its role in the
     insolvency and reorganization proceedings relating to Calpine
     Corporation.

   * The Harbinger offer overstates the risks and uncertainties
     relating to the Fund from Calpine Corporation's insolvency
     and reorganization proceedings.

   * The Harbinger offer is not a "permitted bid" under the Fund's
     Unitholder Rights Plan.

   * The timing of the Harbinger offer is prejudicial in that it
     is open for only 35 days, including the eight days between
     Christmas and the New Year holiday, when it was a challenge
     to efficiently conduct a process that would best serve the
     interests of unitholders.

   * The Harbinger offer is highly conditional and not a firm
     offer.

              Exploration of Strategic Alternatives

Although the Board was not considering a sale of Calpine Power
Income Fund prior to receiving Harbinger's bid, it feels
compelled, in light of the inadequate Harbinger offer, to explore
other strategic alternatives, including obtaining competing bids,
that may provide greater unitholder value.

Accordingly, the Board and BMO Capital Markets are actively
soliciting competing bids that may provide greater unitholder
value.  The Fund has established a data room for the purposes of
providing confidential information to third parties.  Several
third parties have entered into confidentiality agreements with
the Fund in order to access such confidential information.

The Board cautions unitholders that tendering into the Harbinger
offer before the Board and its advisor have had an opportunity to
obtain competing bids may preclude the possibility of financially
superior competing offers emerging.

                     Unitholder Rights Plan

The Fund has called a meeting of unitholders to approve the
adoption and continuation of the unitholder rights plan dated
Aug. 12, 2006.  The meeting is scheduled for Feb. 9, 2007.  The
Board of Trustees has determined that the Separation Time under
the rights plan shall be deferred until Jan. 24, 2007 or a later
date as may be determined by the Trustees.

Unitholders who have questions or who may have already tendered
their units to the Harbinger offer and wish to withdraw them, may
do so by contacting Georgeson, the information agent retained by
the Board of Trustees, at Canada or the United States toll-free:
1-866-568-7438.

                 About Calpine Power Income Fund

Calpine Power Income Fund (Toronto Stock Exchange: CF.UN) --
http://www.calpinepif.com/-- is an unincorporated open-ended  
trust that invests in electrical power assets.  The Fund
indirectly owns interests in power generating facilities in
British Columbia, Alberta and California.  In addition, the Fund
owns a participating loan interest in a power plant in Ontario and
has made a loan to Calpine Canada Power Ltd.  The Fund is managed
by Calpine Canada Power Ltd., which is headquartered in Calgary,
Alberta.  The Fund has 61,742,288 Trust Units outstanding.

                       About Calpine Corp

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.


CALPINE CORP: Affiliate Inks Power Sales Agreement with PG&E
------------------------------------------------------------
Calpine Corporation's majority-owned subsidiary Russell City
Energy Company, LLC, has entered into a ten-year tolling agreement
with Pacific Gas and Electric Company calling for the delivery of
the full output of the 600-megawatt Russell City Energy Center, a
natural gas-fired plant to be built in Hayward, California.  

Calpine, which recently sold a 35% equity interest in the plant to
GE Energy Financial Services, owns the remaining 65% interest in
RCEC and will operate and maintain the facility as part of its
California power portfolio.

Construction of the power plant is expected to begin by the spring
of 2008, with energy deliveries scheduled to begin in June 2010 in
time to help meet peak electricity summer demand for PG&E
customers throughout the San Francisco Bay Area.  Under the terms
of the tolling agreement, PG&E will supply natural gas to fuel the
plant and RCEC will guarantee plant availability and the
efficiency at which the plant generates electricity and will
receive energy and fixed-capacity payments.

"Our agreement with PG&E further demonstrates how Calpine, its
partners and competitive power markets are helping utilities
across the country diversify their power portfolios, improve
reliability and better manage risk and lower costs for their
customers," stated Calpine Chief Executive Officer Robert P. May.  
"PG&E is a valued customer and we look forward to helping meet
their growing energy needs in a dependable and environmentally
responsible manner."

Comparable to the majority of Calpine's energy centers, the
Russell City Energy Center will use a combined-cycle design that
will enable it to generate electricity up to 40% more efficiently
than traditional gas-fired facilities.  The project also will
incorporate best available emissions control technology resulting
in up to 90% fewer emissions compared to older-technology power
plants.

Calpine, one of California's largest power providers, currently
operates 41 power plants in the state, which combined are capable
of generating more than 5,250 megawatts of electricity.  This is
equivalent to almost 10% of peak California power demand and is
enough electricity to power more than five million Californian
households.  Calpine also is the state's largest renewable energy
provider.

                     About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  The Debtors' exclusive period to submit a chapter 11
reorganization plan expires on June 20, 2007.  The Debtors'
exclusive period to solicit acceptance of that expires on Aug. 20,
2007.


CHARMING CASTLE: Sec. 341(a) Creditors Meeting Slated for Feb. 7
----------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Northern District of
Alabama will convene a meeting of Charming Castle LLC's creditors
on Feb. 7, 2007, at 9:00 a.m. in Tuscaloosa, Alabama.

This is the first meeting of creditors in the Debtor's Chapter 7
case.

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 Hackleburg, Alabama, Charming Castle LLC, dba
Indies House -- http://www.indieshouse.net/-- manufactures mobile
homes.  The Company filed for chapter 11 protection on Oct. 5,
2006 (Bankr. N.D. Ala. Case No. 06-71420).  Robert L. Shields,
III, Esq., at the Shields Law Firm represents the Debtor.  Derek F
Meek, Esq., and Jennifer Brooke Kimble, Esq., at Burr & Forman LLP
represent the Official Committee of Unsecured Creditors.  

On Dec. 11, 2006, the Court converted the Debtor's case into
chapter 7.  Robert A. Morgan serves as trustee and is represented
by William Dennis Schilling in Birmingham, Alabama.  When the
Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 but estimated debts between
$10 million and $50 million.  The Debtor's exclusive period to
file a chapter 11 plan expires on Feb. 2, 2007.


CHARMING CASTLE: Ch. 7 Trustee Taps W. Dennis Schilling as Counsel
------------------------------------------------------------------
Robert A. Morgan, the trustee overseeing the liquidation of
Charming Castle LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Alabama to employ the law firm
of William Dennis Schilling as his attorney, nunc pro tunc to
Dec. 12, 2006.  

The Trustee expects the firm to represent or assist him in
carrying out his duties.

William Dennis' professionals charge these rates for their
services:

         Position              Hourly Rate
         --------              -----------
         Attorneys                $350
         Paralegals                $90

To the best of the Trustee's knowledge, the law firm of William
Dennis Schilling and its professionals are "disinterested persons"
as the term is defined in Sec. 101(14) of the Bankruptcy Code.

The firm of William Dennis Schilling can be reached at:

   P. O. Box 55147
   Birmingham, AL
   35255-5147

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dba
Indies House -- http://www.indieshouse.net/-- manufactures mobile
homes.  The Company filed for chapter 11 protection on Oct. 5,
2006 (Bankr. N.D. Ala. Case No. 06-71420).  Robert L. Shields,
III, Esq., at the Shields Law Firm represents the Debtor.  Derek F
Meek, Esq., and Jennifer Brooke Kimble, Esq., at Burr & Forman LLP
represent the Official Committee of Unsecured Creditors.  

On Dec. 11, 2006, the Court converted the Debtor's case into
chapter 7.  Robert A. Morgan serves as trustee and is represented
by William Dennis Schilling in Birmingham, Alabama.  When the
Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 but estimated debts between
$10 million and $50 million.  The Debtor's exclusive period to
file a chapter 11 plan expires on Feb. 2, 2007.


CITIGROUP MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2006-HE3, and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by New Century Mortgage Corporation,
LIME Financial Services, Ltd., Quick Loan Funding, Inc, and other
mortgage lenders, adjustable-rate and fixed-rate, subprime
residential mortgage loans acquired by Citigroup Global Markets
Realty Corp.

The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses provided by
subordination, excess spread, overcollateralization, and primary
mortgage insurance.  The ratings also benefit from an interest-
rate cap agreement provided by Swiss Re Financial Products
Corporation.  After taking into consideration the benefit from the
primary mortgage insurance, Moody's expects collateral losses to
range from 5.3% to 5.8%.

Wells Fargo Bank, N.A., JPMorgan Chase Bank, National Association,
Ocwen Loan Servicing, LLC, and Countrywide Home Loans Servicing LP
will service the mortgage loans.

Moody's has assigned both Wells Fargo and JPMorgan its servicer
quality rating of SQ1 as primary servicers of subprime residential
mortgage loans.  Moody's has assigned Ocwen its servicer quality
rating of SQ2- as a primary servicer of subprime residential
mortgage loans.

These are the rating actions:

   * Citigroup Mortgage Loan Trust 2006-HE3
   * Asset-Backed Pass-Through Certificates, Series 2006-HE3

                   Class A-1,  Assigned Aaa
                   Class A-2A, Assigned Aaa
                   Class A-2B, Assigned Aaa
                   Class A-2C, Assigned Aaa
                   Class A-2D, Assigned Aaa
                   Class M-1, Assigned Aa1
                   Class M-2, Assigned Aa2
                   Class M-3, Assigned Aa3
                   Class M-4, Assigned A1
                   Class M-5, Assigned A2
                   Class M-6, Assigned A3
                   Class M-7, Assigned Baa1
                   Class M-8, Assigned Baa2
                   Class M-9, Assigned Baa3
                   Class M-10,Assigned Ba1

The Class A-1 and Class M-10 Certificates were sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under Rule 144A.


CLIENTLOGIC CORP: Moody's Lifts Corporate Family Rating to B2
-------------------------------------------------------------
Moody's Investors Service upgraded ClientLogic Corporation's
corporate family rating to B2 from B3.

The rating outlook is stable.

Concurrently, Moody's has assigned a B2 rating to ClientLogic's
$675 million first lien term loan and $85 million undrawn first
lien revolving credit facility.  Proceeds of the current offering
will be applied towards the financing of ClientLogic's proposed
merger with SITEL Corporation for approximately $440 million in
total implied enterprise value of which approximately
$327 million represents the equity purchase price.

The transaction is expected to close at the end of January 2007.
This concludes a review for possible upgrade initiated in December
2006 after the company's disclosure of its revised plan to merge
with SITEL Corporation and SITEL's recent return to filing timely
financial statements with the SEC.

The upgrade reflects the increased scale that ClientLogic will
have once combined with SITEL as well as the favorable outlook of
the call center outsourcing industry.  The B2 corporate family
rating reflects the substantial risks associated with a merger of
this size, modest free cash flow, sizeable financial leverage as
measured by free cash flow to debt, and moderate client
concentration.

Mitigating these risks is the company's position as the second
largest provider within the highly competitive call center
outsourcing industry and projected cost savings and synergies
expected with the merger.

Ratings:

   -- Corporate family rating at B2;

   -- Probability of default rating B3;

   -- $85 million first lien revolving credit facility at B2,
      LGD3, 35%; and,

   -- $675 million first lien term loan B2, LGD3, 35%.

Headquartered in Nashville, Tennessee, ClientLogic Corporation
provides outsourced call center services worldwide.


COLLINS & AIKMAN: ASC Inc. License Pact Can be filed Under Seal
---------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan authorized Collins & Aikman Corp.
and its debtor-affiliates to file under seal a settlement and
license agreement between Dura Convertible Systems Inc. and ASC
Incorporated resolving litigation between them.

Dura Convertible is Collins & Aikman's debtor-affiliate.

As reported in the Troubled Company Reporter on Dec. 20, 2006,
ASC commenced on March 30, 2006, Adversary Proceeding No.
06-04507 in the Bankruptcy Court against Dura.  The ASC Complaint
alleged four counts of patent infringement relating to
convertible tops produced by Dura for the Dodge Viper and Ford
Mustang.  Specifically, the ASC Complaint alleged infringement
of:

   (a) US Reissue Patent No. RE38,546;
   (b) US Design Patent No. D442,541;
   (c) US Design Patent No. D464,605 and
   (d) US Patent No. 5,785,375.

Dura filed its answer to the ASC Complaint on June 21, 2006, and
asserted counterclaims seeking declaratory judgments of non-
infringement and invalidity of the ASC Patents.

The Bankruptcy Court held an initial scheduling conference on
Aug. 14, 2006.  The triable issues of (a) liability and (b)
damages were bifurcated and the Court entered an order setting a
trial date of Jan. 9, 2007, on the issue of liability.

The parties have each served discovery requests on the issues of
liability and damages.  To alleviate the potential costs to the
Debtors' estates, Dura requested that the discovery process be
bifurcated as well, however, this request was denied.  Dura
produced hundreds of thousands of documents and responded to ASC's
written discovery.  On the verge of spending exorbitant sums to
conduct discovery, the Parties agreed to a stay of discovery as
they pursue a settlement.

Dura and ASC have engaged in significant negotiations to resolve
the ASC Lawsuit.  Dura and ASC have agreed to resolve the ASC
Lawsuit pursuant to the terms and conditions in the Settlement.

The Settlement provided, among other things, that Dura will have
a license to the ASC Patents for the Ford Mustang and Dodge Viper
convertible roof assemblies.  The Settlement also allows for the
assignment of the license for the ASC Patents to a potential
purchaser.

The Debtors also agree to pay for a royalty fee, which is far
less than the royalty fee that would likely be determined in the
event that ASC were to prevail in the ASC Lawsuit.

The Ford Mustang and Dodge Viper convertible roof systems can
continue to be manufactured and sold at a profit by Dura after
paying the royalty fee to ASC.

Outside of the bankruptcy process, the information contained in
the Settlement generally is held to be confidential because,
otherwise, Dura and ASC believe would be competitively
disadvantaged in the operation of their businesses by the
disclosure of the information.

The ASC licenses the ASC Patents for use by Dura in the production
and sale of convertible roof systems for the Ford Mustang and
Dodge Viper.  If the competitors of Dura or ASC knew the terms of
the Settlement, it could provide them with a competitive advantage
in their dealings with ASC or Dura, as the case may be.  Further,
if Dura's customers were aware of the terms of the Settlement, it
could provide them with a competitive advantage in negotiating
agreements with Dura.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Has Until March 14 to Decide on Becker Leases
---------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan extends the time period within
which Collins & Aikman Corp. and its debtor-affiliates must
assume, assume and assign or reject unexpired leases of
non-residential real property with Becker Properties LLC and
Anchor Court LLC through and including March 14, 2007.

As reported in the Troubled Company Reporter on Dec. 5, 2006, the
Leases are:

   -- 6600 East Fifteen Mile Road, Sterling Heights, Michigan;
   -- 1601 Clark Road, Havre de Grace, Maryland; and
   -- 47785 West Anchor Court, Plymouth, Michigan.

The Debtors will be unable to determine whether to assume or
reject the Leases until they have selected the highest and best
offer for the contemplated sale of all or part of their
businesses.

Without the extension, the Debtors will be at risk of assuming the
Leases that the selected purchaser might deem unnecessary or
impractical, or rejecting the Leases that the purchaser might deem
essential to the operations of the Debtors' businesses.  Thus, it
would make no economic or practical sense to compel the Debtors to
assume or reject the Leases at this time.

In addition, Becker and Anchor Court are not damaged by the
Debtors' continued occupation of the properties covered by the
Leases.  As of Nov. 29, 2006, the Debtors are complying with their
postpetition obligations related to the Leases on a timely basis.

Moreover, maintenance of the Leases is essential to the Debtors'
continued operations without further complicating the Debtors'
ability to confirm a plan in their Chapter 11 cases.

The Debtors reserve their right to seek further extensions of the
Lease Decision Period.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMPLETE RETREATS: Panel Counsel Wants $1.1MM Payment for Services
------------------------------------------------------------------
Bingham McCutchen LLP seeks payment of $1,110,499 for professional
services it rendered on behalf of the Official Committee of
Unsecured Creditors appointed in the bankruptcy cases of Complete
Retreats LLC and its debtor-affiliates for the period Aug. 3,
2006, through Oct. 31, 2006.  Bingham McCutchen further seeks
reimbursement of $23,546 for actual and necessary expenses it
incurred during the Application Period.

William F. Govier, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, relates that attorneys at Bingham expended 2,271
hours on the Debtors' cases during the Application Period, while
law clerks and legal assistants expended 509.9 hours.

The services performed by Bingham during the Application Period
include:

    -- preparing for meetings and communicating with Committee
       members, other unsecured creditors, and the U.S. Trustee
       regarding the bankruptcy cases' status and other matters as
       needed;

    -- preparing and reviewing retention applications and monthly
       statements for the Committee's professionals;

    -- reviewing and analyzing proposed interim DIP financing and
       holding discussions with the proposed interim DIP lenders;

    -- analyzing the Debtors' ongoing financial and operating
       performance, merger and acquisition program, and various
       possible plan and restructuring scenarios;

    -- reviewing the Debtors' proposed lease rejections and
       property disposition motions;

    -- evaluating prepetition lien status and reviewing mortgages,
       security agreements and related documents for approximately
       70 properties;

    -- reviewing proofs of claim from time to time as filed; and

    -- reviewing and summarizing pleadings and electronic
       docketing notices for distribution to the Committee.

                    About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  

The Debtors' exclusive period to file a plan expires on
February 18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONSTELLATION BRANDS: Crown Imports Starts Operation as Scheduled
-----------------------------------------------------------------
Constellation Brands and Grupo Modelo, S. A. de C. V.'s owned beer
importation and marketing joint venture, Crown Imports LLC,
reported that it is operational as scheduled.

The joint venture will import to the United States the Corona
Extra, Corona Light, Negra Modelo, Modelo Especial and Pacifico
brands owned by Grupo Modelo, in addition to Tsingtao from China
and St. Pauli Girl from Germany.

Crown Imports disclosed that its operation marks the first time
since the 1978 introduction of Grupo Modelo brands into the U.S.
that they have been imported and marketed by a single entity.

                      About Crown Imports

Headquartered in Chicago, Ill. Crown Imports LLC
-- http://www.crownimportsllc.com/-- is a beer importation and  
marketing joint venture owned by Constellation Brands and Grupo
Modelo, S. A. de C. V.  Bill Hackett, former president of
Constellation's Barton Beers, will lead the company.  The company
will have a board of directors half from Grupo Modelo and half
from Constellation Brands.

                       About Grupo Modelo

Founded in 1925, Grupo Modelo (MX: GMODELOC) produces and markets
beer in Mexico, with 62.8% of the total (domestic and export)
market share, as of Dec. 31, 2005.  The company has seven brewing
plants in Mexico, with a total annual installed capacity of 60
million hectoliters.  Grupo Modelo currently brews and distributes
12 brands; Corona Extra, the number one Mexican beer in the world,
Corona Light, Modelo Especial, Victoria, Pacifico, Negra Modelo
among others.  The company exports five brands with a presence in
more than 150 countries, and it is the exclusive importer of
Anheuser-Busch products in Mexico.

                   About Constellation Brands

Based in Fairport, New York, Constellation Brands, Inc.
(NYSE:STZ, ASX:CBR) -- http://www.cbrands.com/-- produces and  
markets beverage alcohol brands with a broad portfolio across the
wine, spirits and imported beer categories.  Well-known brands in
Constellation's portfolio include: Almaden, Arbor Mist, Vendange,
Woodbridge by Robert Mondavi, Hardys, Nobilo, Kim Crawford, Alice
White, Ruffino, Kumala, Robert Mondavi Private Selection, Rex
Goliath, Toasted Head, Blackstone, Ravenswood, Estancia,
Franciscan Oakville Estate, Inniskillin, Jackson-Triggs, Simi,
Robert Mondavi Winery, Stowells, Blackthorn, Black Velvet,
Mr. Boston, Fleischmann's, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Corona
Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St.
Pauli Girl, Tsingtao.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006
Moody's Investors Service's affirmed its Ba2 Corporate Family
Rating for Constellation Brands Inc., and downgraded its Ba3
probability-of-default rating to B1.  The rating agency also
assigned its LGD6 loss-given-default ratings on the Company's $250
million 8.125% Senior Subordinated Notes due Jan. 15, 2012,
suggesting noteholders will experience a 95% loss in the event of
a default.


CREST 2001-1: Moody's Lifts Rating on $30 Million Class C Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the notes issued
by Crest 2001-1, Ltd, a collateralized debt obligation lender:

   * The $30,000,000 Class B-1 Fixed Second Priority Fixed Rate
     Term Notes, Due 2034

      -- Prior Rating: A3
      -- Current Rating: Aa2

   * The $35,000,000 Class B-2 Floating Second Priority Fixed
     Rate Term Notes, Due 2034

      -- Prior Rating: A3
      -- Current Rating: Aa2

   * The $30,000,000 Class C Third Priority Fixed Rate Term
     Notes, Due 2034

      -- Prior Rating: Ba2
      -- Current Rating: Baa3

Moody's noted that the rating action reflects the improvement of
the credit quality of the transaction's underlying collateral. The
transaction, which closed in 2001, has shown improvement in both
the Class B Par Value Test and the Class C Par Value Test,
resulting from an ongoing delevering of the Class A Notes, as well
as an improvement in the Moody's Weighted Average Rating Factor.


DANA CORP: Wants $200MM Increase of DIP Loan to Enhance Liquidity
-----------------------------------------------------------------
In March 2006, the Honorable Burton R. Lifland of the United
States Bankruptcy Court for the Southern District of New York
authorized Dana Corp. and its debtor-affiliates to borrow under a
$1,450,000,000 senior secured credit facility agreement with
Citicorp North America Inc., as administrative agent, Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., and Banc of
America Securities LLC, as joint lead arrangers and bookrunners,
and a syndicate of lenders and other financial institutions.

The DIP Loan Agreement comprised of:

   -- a $700,000,000 term loan facility, and
   -- a $750,000,000 revolving credit facility.

Under the DIP Loan Agreement, Dana Corporation, as borrower, and
each of the other Debtors, as guarantors, are jointly and
severally liable for all obligations and, as collateral, have
granted security interests in substantially all of their assets,
including a pledge of 66% of the equity interests of each of
their material direct or indirect foreign subsidiary.

The DIP Loan Agreement also contains covenants that are
customarily found in similar DIP credit facilities, as well as
two financial covenants specific to the Debtors' operations that
require maintenance at all times of:

   -- availability under the revolving credit facility of at
      least $100,000,000; and

   -- certain minimum amounts of consolidated earnings before
      interest, taxes, depreciation, amortization, restructuring
      and reorganization costs for various periods from the
      Petition Date through February 2008.

As of Nov. 30, 2006, the Debtors' unrestricted cash totaled
about $164,500,000 and the amount available for revolving credit
advances was approximately $332,000,000, Richard H. Engman, Esq.,
at Jones Day, in New York, relates.  

The Debtors, however, expect their overall liquidity to continue
to decline in the next months and ultimately become insufficient
to sustain their ongoing operations unless the Court permits them
to amend their DIP Loan Agreement and they are successful in
realizing significant amounts of cash from both the proceeds of
asset sales and from the repatriation of cash held by their
non-Debtor foreign affiliates.

To avoid potential liquidity issues, the Debtors seek the Court's
authority to amend their DIP Loan Agreement to provide for:

   (1) An increase of the term loan commitments by $200,000,000
       to enhance their near-term liquidity and to mitigate
       timing and execution risks associated with asset sales and
       other cash repatriation activities that are in process and
       that they have previously disclosed;

   (2) An increase of 0.25% to the rate at which interest accrues
       on amounts borrowed under the term facility;

   (3) A reduction of certain minimum global EBITDAR covenant
       levels and a $25,000,000 increase to the annual amount of
       cash restructuring charges that are includable in the
       calculation of EBITDAR:

          Month            Period Ended         Covenant EBITDAR
          -----            ------------         ----------------
          January 2007       11 months            $200,000,000
          February 2007      12 months            $200,000,000
          March 2007         12 months            $175,000,000
          April 2007         12 months            $175,000,000
          May 2007           12 months            $170,000,000
          June 2007          12 months            $170,000,000
          July 2007          12 months            $185,000,000
          August 2007        12 months            $200,000,000
          September 2007     12 months            $200,000,000
          October 2007       12 months            $230,000,000
          November 2007      12 months            $250,000,000
          December 2007      12 months            $250,000,000
          January 2008       12 months            $250,000,000
          February 2008      12 months            $250,000,000
          March 2008         12 months            $250,000,000

   (4) An implementation of corporate restructuring of their
       European non-Debtor subsidiaries that will facilitate the
       establishment of a European credit facility, improve
       treasury and cash management operations and facilitate the
       tax efficient repatriation of cash from Europe; and

   (5) Modification to allow the Debtors to receive and retain
       proceeds from the sale of their Trailer Axle Business
       without triggering a mandatory prepayment to the Lenders
       of the amount of proceeds received.

A full-text copy of the proposed DIP Loan Amendment is available
for free at http://ResearchArchives.com/t/s?1817

The Debtors also seek the Court's authority to restructure their
European business operations.

The European Restructuring contemplates non-debtor Dana
Automotive Aftermarket, Inc., a United States subsidiary of Dana
Corp., to form Dana European Holdings Luxembourg SARL, a
Luxembourg company.

Under the European Restructuring, three sets of transactions will
be undertaken:

   1. Luxco will purchase all of the assets of non-debtor Dana
      International Holdings Inc., with voting fixed rate
      preferred stock of DAA.  Subsequently, Dana International
      would convert to a limited liability company under Delaware
      law and would transfer DAA shares to Dana Corp.

   2. Luxco will acquire the shares of subsidiaries in Dana SAS
      (France), Spicer Nordiska Kardan AB (Sweden) and Dana
      Belgium NV from Dana Corp. in exchange for Luxco shares and
      notes.  Luxco will acquire 99% interest of subsidiaries in
      Dana SAS.

   3. Dana Corp. will contribute the shares of subsidiaries in
      Dana Italia SpA, Dana Europe SA (Switzerland) and Dana
      Europe Holdings BV (Netherlands) to DAA.  DAA will
      contribute these shares to Luxco.

After the initial transfers, Luxco will transfer the European
subsidiaries to newly formed holding companies in Luxembourg and
Switzerland.

                          About Dana Corp.

Toledo, Ohio-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).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

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.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.  

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances to
that plan.  (Dana Corporation Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Exclusive Plan-Filing Period Extended Until September 3
------------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York extended Dana Corp. and its
debtor-affiliates' exclusive periods:

    -- to propose a plan of reorganization through and including
       Sept. 3, 2007; and

    -- to solicit acceptances of that plan through and including
       Nov. 2, 2007.

The Official Committee of Unsecured Creditors did not object to
the Debtors' request to extend their exclusive periods although
it noted that the extension is unusually long.

The Creditors Committee said it has taken comfort in the fact
that the Debtors have prepared and submitted to the Committee a
list of numerous milestones they intend to meet to timely emerge
from Chapter 11 in the third quarter of 2007.

The Creditors Committee noted, however, that the Debtors' ability
to meet certain internally generated deadlines is not necessarily
dispositive of their ability to confirm a Chapter 11 plan that
maximizes creditor recoveries.  The Creditors Committee said that
if it determines, for any reason, that cause exists to terminate
exclusivity, it reserves its right to bring a motion to terminate
exclusivity.

Toledo, Ohio-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).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

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.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.  

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances to
that plan.  

(Dana Corporation Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELTA AIR: PBGC Reach Agreement on Delta Pilots Pension Plan
------------------------------------------------------------
Delta Air Lines confirmed, on Jan. 5, 2007, that the Pension
Benefit Guaranty Corporation, the federal agency charged with
insuring the nation's pension plans under ERISA, has become the
trustee of the Delta Pilots Retirement Plan.

In December 2006, the company reached a settlement agreement with
the PBGC and that the agreement had the full support of its
Official Committee of Unsecured Creditors.  The agreement later
received approval by the U.S. Bankruptcy Court, which had
previously determined that Delta could not reorganize or emerge
from Chapter 11 unless the Pilot Plan was terminated.

With the PBGC's agreement that the Pilot Plan meets all legal
criteria for distress termination, the agency has become the
Plan's trustee, with Sept. 2, 2006 established as the termination
date for the Plan.  In settlement of its claims against Delta and
its affiliates, the PBGC will be allowed a prepetition unsecured
claim against Delta of $2.2 billion, and the debtors' proposed
plan of reorganization will provide for the distribution to the
PBGC of $225 million in senior unsecured notes.

"Delta appreciates the PBGC's recognition that the company
satisfactorily met all of the statutory criteria for a distress
termination of the Delta Pilots Retirement Plan and that the
agency is now the Plan's trustee," said Edward H. Bastian, Delta's
chief financial officer.  "This represents an important and
necessary milestone in Delta's restructuring and we are pleased we
were able to work constructively with all parties involved to
satisfactorily resolve what is an extremely important and complex
issue."

As previously reported, retired Delta pilots will receive in
excess of $800 million in allowed claims in respect of their lost
non-qualified pension benefits.

Delta's active pilots are covered by a defined contribution
pension plan previously negotiated with the Air Line Pilots
Association, the union representing Delta's more than 6,000 active
pilots.

Delta reconfirmed that it will preserve the Delta Retirement Plan,
which covers ground employees and flight attendants.  The ability
to preserve this plan was made possible by the alternative funding
provisions included in the pension reform legislation passed by
Congress last August.

Headquartered in Atlanta, Georgia, Delta Air Lines, Inc., (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.


DORAL FINANCIAL: Third Quarter Loss Prompts S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp., including the counterparty credit
rating, to 'B' from 'B+'.  

The outlook remains negative.

The ratings actions comes after a disappointing third quarter that
resulted in a $28.7 million loss, even with a positive lower-of-
cost-or-market valuation adjustment on loans held for sale.

"The operating loss was driven by the continued narrowing of the
net interest margin, higher credit provisions, and trading losses
on derivatives," explained Standard & Poor's credit analyst
Michael Driscoll.

"This marks the second consecutive quarter of substantial losses,
and with a $30 million loss on the sale of securities resulting
from a balance sheet restructuring in the fourth quarter, another
significant loss in the fourth quarter is likely."

Furthermore, mortgage originations continue to slow and totaled
only $329.1 million, a 76% decline from a year earlier, indicating
the sluggishness of the Puerto Rico housing markets and continued
struggle for Doral's once dominant mortgage franchise.  These
results will make it more difficult for Doral to successfully
refinance the $625 million in debt
coming due in July 2007.

In addition to the operating losses, Doral's various lawsuits are
problematic in terms of the successful refinancing of the pending
debt maturity.  

In addition to high legal expenses, the uncertain liability Doral
faces from legal settlements complicates its initiatives to raise
capital.  Any material settlement or decision could further weaken
Doral's already strained liquidity position.

Lastly, governance issues resurfaced when Doral's nonexecutive
chairman resigned last Friday citing concerns over how the company
was being run, the release of a press release with wording he did
not deem appropriate, and the failure to pursue a strategic buyer
more aggressively.  

Specifically, the nonexecutive chairman disagreed with the wording
that significant dilution could occur.

While Standard & Poor's views the resignation as disconcerting,
the disclosure seems appropriate under the circumstances.  
Standard & Poor's believes corporate governance concerns remain a
weakness for this credit.

Despite all of the negative news surrounding Doral over the past
year and half, the mortgage brand itself remains strong.  Doral
has over 500,000 customers, but customers use only slightly more
than one product each.

Clearly, there are significant cross-selling opportunities,
something management is intent on pursuing.  However, Doral lacks
the convenience and product set of other players in the market,
who will not cede market share willingly, so Standard & Poor's
expects progress to be difficult, expensive, and slow.


DOV PHARMACEUTICAL: Has Until January 16 to Repurchase Debentures
-----------------------------------------------------------------
DOV Pharmaceutical, Inc. received, through Jan. 2, 2006, tenders
in the aggregate principal amount of $67.8 million, representing
approximately 96.9% of the $70 million in aggregate principal
amount of outstanding 2.5% convertible subordinated debentures due
2025.

The offer to repurchase the debentures expired at 5:00 p.m. on
Jan. 2, 2006, New York City time.

The company does not presently have the capital necessary to
repurchase the debentures that have been tendered and all of the
debentures will be returned to the holders and remain outstanding.  
The failure to pay for the debentures tendered will constitute an
event of default under the indenture governing the debentures.

The company disclosed that it was obligated to make the offer to
repurchase following the delisting of its common stock from The
NASDAQ Global Market.

The company has entered into a non-binding letter of intent with
certain members of the ad hoc committee holding approximately
66.7% of the debentures regarding a consensual restructuring of
its obligations under the debentures.  The bondholders have agreed
not to take any actions or exercise any remedies against the
company, until Jan. 16, 2007, relative to its failure to
repurchase the debentures, unless DOV commences any bankruptcy or
similar proceeding or a proceeding is commenced against DOV.

The company's proposed restructuring is expected to be in the form
of an offer to exchange the outstanding debentures for a
combination of cash of $212.50 per $1,000 principal amount of
debentures (approximately $14.9 million in the aggregate) and
shares of convertible preferred stock representing approximately
80% of DOV's outstanding equity after the offer.

The preferred stock would be convertible into shares of common
stock and would automatically convert at specified points in time,
following stockholder approval and filing of an amendment to DOV's
charter increasing the number of shares of authorized common
stock.  The preferred stock will entitle holders to initially
appoint a majority of DOV's Board of Directors.

Holders of DOV's outstanding common stock would receive warrants
to purchase additional shares of common stock constituting
approximately 20% of the outstanding equity of DOV after the
exchange offer.

The company further disclosed that if it is unable to restructure
its obligations under the debentures or raise sufficient funds to
repay the debentures, it may be forced to file for bankruptcy.

Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK)
-- http://www.dovpharm.com/-- is a biopharmaceutical company  
focused on the discovery, acquisition, and development of novel
drug candidates for central nervous system disorders.  The
company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.

At Sept. 30, 2006, the Company's balance sheet showed
$54.528 million in total assets and $105.504 million in total
liabilities, resulting in a $50.975 million stockholders' deficit.
The Company had a $19.301 million deficit at Dec. 31, 2005.


DURA AUTO: Court Approves Upper Cumberland and Lawrenceburg Pacts
-----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted DURA Automotive Systems, Inc. and its
debtor affiliates' agreements with Upper Cumberland Electric
Membership Corporation and Lawrenceburg Utility Systems.

The Debtors entered into separate Court-approved agreements with
Upper Cumberland and Lawrenceburg.

Pursuant to the Adequate Protection Agreement, the Debtors will
make monthly payments to the utility providers beginning on the
first business day of December 2006, and continuing on the first
business day of each subsequent month with each monthly payment
until the outstanding amount is paid in full:

                                Minimum          Outstanding
      Utility Provider       Monthly Payment       Amounts
      ----------------       ---------------     -----------
      Upper Cumberland                $5,307         $15,918
      Lawrenceburg Utility            35,677         214,525

Upper Cumberland and Lawrenceburg Utility agree that the terms of
the Agreement provide adequate assurance of payment in accordance
with Section 366(c) of the Bankruptcy Code.

The Court also approved the Debtors' stipulation with Quest
Energy, LLC, resolving Quest's objection to the Debtors' motion.  
Court papers did not indicate the terms of the Stipulation.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Seeks Court Nod for Lease Rejection Procedures
---------------------------------------------------------------
DURA Automotive Systems, Inc. and its debtor affiliates, pursuant
to Sections 365 and 554 of the Bankruptcy Code, seek the approval
of the U.S. Bankruptcy Court for the District of Delaware for an
expedited procedure for rejecting executory contracts and
unexpired leases of personal and non-residential real property.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors are in the process
of consolidating their operations, which may require exiting non-
core and unprofitable locations, returning unnecessary equipment,
and terminating burdensome contracts in order to minimize costs
and strengthen the businesses.

In connection therewith, the Debtors anticipate that, in a very
short time, they will seek to reject a number of real property
leases, personal property leases, and executory contracts.  Absent
expedited procedures for managing this process, the Debtors will
inevitably suffer delays and resulting administrative costs, which
could be significant, Mr. Collins avers.

The Debtors request that these procedures be approved in
connection with the rejection of any executory contract, lease,
sublease, or interest in the lease or sublease during the course
of their bankruptcy proceedings:

    a. The Debtors will file a notice to reject any executory
       contract, lease or sublease, or interest in the lease or
       sublease, pursuant to Section 365 and will serve the
       Notice, as well as the deadlines and procedures for filing
       objections to the Notice, via overnight delivery service
       upon:

         (i) the United States Trustee;

        (ii) counsel to the agent to the Debtors' prepetition
             secured lenders;

       (iii) counsel to the agent to the Debtors' postpetition
             secured lenders;

        (iv) counsel to the Official Committee of Unsecured
             Creditors;

         (v) the contract counter-party or landlord(s) affected
             by the Notice, and

        (vi) any other parties-in-interest to the executory
             contract or lease, including subtenants, if any,
             sought to be rejected by the Debtors.

       If the Notice is issued by the Debtors prior to the
       effective date of a plan of reorganization, the affected
       executory contract, lease, sublease or interest in the
       lease or sublease will be deemed to be subject to a motion
       to reject for all purposes.

    b. The Notice will set forth this information, to the best
       of the Debtors' knowledge, as applicable:

         (i) the street address of the real property underlying
             the lease or sublease, the interest in the personal
             property lease or sublease or the type of executory
             contract which the Debtors seek to reject;

        (ii) the Debtors' monthly payment obligation, if any,
             under the contract, lease or sublease or interest in
             the lease or sublease;

       (iii) the remaining term of the contract, lease or
             sublease or interest in the lease or sublease;

        (iv) the name and address of the contract counterparty,
             landlord or subtenant;

         (v) a general description of the terms of the executory
             contract or lease; and

        (vi) a disclosure describing the procedures for fling
             objections, if any.

    c. Should a party-in-interest object to the proposed
       rejection by the Debtors of an executory contract, lease
       or sublease, or interest in the lease or sublease, the
       party must file and serve a written objection so that the
       objection is filed with the Court and is actually
       received by these parties no later than 10 days after the
       date the Debtors serve the Notice:

         (i) counsel to the Debtors: Kirkland & Ellis LLP, 200
             East Randolph Drive, Chicago, Illinois 60601, Attn:
             Ryan Blaine Bennett, Esq., and Richards, Layton &
             Finger, One Rodney Square, 920 N, King Street,
             Wilmington, Delaware 19801, Attention: Daniel J.
             DeFranceschi, Esq.;

        (ii) counsel to the Creditors Committee; and

       (iii) the Office of the United State Trustee.

    d. Absent an objection, the rejection of the executory
       contract, lease or sublease, or interest in the lease or
       sublease, will become effective 10 days from the date the
       Notice was served on the Service Parties without further
       notice, hearing or order of the Court; provided, however,
       that with respect to leases or subleases for non-
       residential real property, the rejection will become
       effective on the later of:

         (x) the Rejection Date or

         (y) the date the Debtors unequivocally relinquished
             control of the premises to the affected landlord by
             turning over keys or "key codes" to the affected
             landlord.

    e. If a timely objection is filed that cannot be resolved,
       the Court will schedule a hearing to consider the
       objection only with respect to the rejection of any
       executory contract, lease or sublease, or interest in the
       lease or sublease, as to which an objection is properly
       filed and served.  If the Court upholds the objection and
       determines the effective date of rejection of the
       executory contract, lease or sublease, or interest in the
       lease or sublease, that date will be the rejection date.  
       If the objection is overruled or withdrawn or the Court
       does not determine the date of rejection, the rejection
       date of the lease, sublease or interest will be deemed to
       have occurred on the Rejection Date or NRP Lease Rejection
       Date, as applicable.

    f. If the Debtors have deposited funds with a lessor or
       contract counterparty as a security deposit or other
       arrangement, the lessor or contract counterparty may not
       set-off for otherwise use the deposit without the prior
       authority of the Court.

    g. With respect to any personal property of the Debtors
       located at any of the premises subject to any Notice, the
       Debtors will remove the property prior to the expiration
       of the period within which a party must file and serve a
       written objection.  If they determine that the value of
       the property at a particular location has a de minimis
       value or cost of removing the property exceeds the
       value of the property, the Debtors will generally describe
       the property in the Notice and, absent a timely objection,
       the property will be deemed abandoned pursuant to Section
       554, as is, where is, effective as of the date of the
       rejection of the underlying unexpired lease.

The Debtors further request that counterparties to executory
contracts, leases or subleases, or interests in the leases and
subleases that are rejected pursuant to the Rejection Procedures
be required to file a proof of claim relating to the rejection of
the executory contract, lease or sublease, or interest in the
lease or sublease, if any, by the later of:

   (a) the claims bar date established in the Chapter 11 cases,
       if any; and

   (b) 30 days after the Rejection Date.

The Debtors believe that the Rejection Procedures provide a fair
and efficient manner for rejecting contracts, leases, subleases,
and interests in leases and subleases.

Mr. Collins asserts that the Rejection Procedures will enable the
Debtors to minimize their unnecessary postpetition obligations
while also providing parties-in-interest with adequate notice of
lease and contract rejections and an opportunity to object to the
rejection within a definitive time period.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ECUITY INC: Has $12.9 Mil. Shareholders' Deficit at September 30
----------------------------------------------------------------
Ecuity Inc.'s balance sheet at Sept. 30, 2006, showed total assets  
of $1,306,810 and total liabilities of $14,301,572 resulting in a
total shareholders' deficit of $12,994,762.

The company's September 30 balance sheet also showed strained
liquidity with $210,361 in total current assets available to pay
$12,216,686 in total current liabilities.

For the three months ended Sept. 30, 2006, the company reported
a $49,120 net loss on $492,228 of revenues, compared to the
company's $736,689 net loss on $669,306 of revenues for the three
months ended Sept. 30, 2005.

The company's working capital deficit decreased to $12,006,325 at
Sept. 30, 2006, from a deficit of $12,455,168 as of Jun. 30, 2006,
primarily as a result of the $766,469 gain on the change in fair
value of the derivative instruments liabilities.  

In the 3-month period, cash decreased by $12,250, net accounts
receivable decreased by $22,949, accounts payable increased by
$80,652, and deposits on advance billings to customers decreased
by $12,660.

In the 3-month period ended Sept. 30, 2006, the company incurred
an operating loss of $371,208 compared to an operating loss of
$597,109 for the same period in 2005.

The company's revenue from long distance and Internet service
decreased to $359,924 in the current 3-month period compared to
$549,029 in the same period in 2005 due to the loss of customers
and related revenue, as well as legacy Internet dial-up customers
moving to cable and DSL service providers.  The lower revenues
were offset by lower costs paid to carriers, resulting in an
increase in gross profit percentage to 45.66% in the current 3-
month period compared to 40.50% for the same period in 2005.

The decreased operating loss in the 3-months ended Sept. 30, 2006,
compared to the operating loss in the 3-months ended Sept. 30,
2005, resulted primarily from reduced operating expenditures for
salaries, rent, and advertising in the current year.

In addition, no expense for issued stock for services was incurred
in 2006 compared to $56,599 for the same 3-month period in 2005.
Total interest expense was $586,938 for the three months ended
Sept. 30, 2006, compared to $208,446 for the three months ended
Sept. 30, 2005, primarily due to $141,678 of additional interest
charges related to the derivative instruments liabilities on the
Digitaria demand notes and $276,038 of interest expense from
accretion of the Cornell debentures.  The company recognized a net
gain of $908,276 in the 3-month period ended Sept. 30, 2006,
related to the change in the fair value of the Digitaria and
Cornell derivative instruments.

Revenues from the Fox asset purchase are recognized by the
company's wholly owned subsidiary, Ecuity Advanced Communications,
Inc.  EAC's business is primarily related to VoIP telephone voice
and data services as well as traditional "legacy" long distance,
dial tone, dial up and broadband Internet data services, and web
hosting.  All of the company's sales revenues from billed services
flow through accounts receivable.

Based in Seattle, Washington, Ecuity Inc. -- http://www.ecuity.net
-- operates as a facilities-based telecommunication carrier
serving primarily the small office and home office market, as well
as fiber to the premises and broadband residential markets in the
United States.  The company also provides legacy telecommunication
services and voice over Internet protocol services.


ELEPHANT TALK: September 30 Balance Sheet Upside Down by $129,639
-----------------------------------------------------------------
As of Sept. 30, 2006, Elephant Talk Communications Inc. had
$129,639 in total stockholders' deficit resulting from total
assets of $13,756,390 and total liabilities of $12,795,376.

Additionally, at September 30, the company reported negative
working capital with $4,242,492 in total current assets and
$9,295,376 in total current liabilities.  

The company's balance sheet at Jun. 30, 2006, showed total assets
of $15,299,215, total liabilities of $12,248,517, and total
stockholders' equity of $1,835,699.

For the three months ended Sept. 30, 2006, the company's net loss
increased to $3,148,396 compared to a $224,474 net loss for the
same period in 2005.  Revenues for the current period increased to
$898,406 from $42,780 for the three months ended Sept. 30, 2005.

                           Loans Payable

Elephant Talk has executed a credit facility with a bank in Hong
Kong since Jun. 29, 2004, under which the company has borrowed
funds from the bank under three installment loans and a term loan
arrangements.  The company is in default of making loan payments
on all the loans and as a result, the entire loan balances
outstanding at Sept. 30, 2006, are immediately due and payable to
the bank.  Furthermore, the company is obligated to pay a default
interest rate at the rate of 4.5% per annum in addition to the
prescribed interest rate of the installment loans and term loan.
The company has recorded $43,905 and $34,733 in interest expense
and default interest expense on loans payable as of Sept. 30, 2006
and 2005.

Based in Tsuen Wan, Hong Kong, Elephant Talk Communications offers
primarily wholesale international long-distance between North
America and Asia through its Hong Kong-based operating subsidiary,
Elephant Talk Limited.  The facilities-based carrier uses both
circuit switched and Internet protocol (IP) based technology and
operates switching facilities in China, Hong Kong, Singapore, and
the United States.  Elephant Talk also offers both prepaid and
postpaid calling cards and other value-added services.


EMPIRE RESORTS: Amends Option Agreement with Concord Associates
---------------------------------------------------------------
Empire Resorts, Inc. and Concord Associates Limited Partnership
agreed to an amendment to their option agreement, pursuant to
which, Concord Associates has exercised options for 2.5 million
shares of the company's stock for an aggregate cash consideration
of $18.75 million to be paid by Jan. 31, 2007.

In addition, Concord Associates will retain the right to exercise
options for an additional 1 million shares of the company's stock
until Dec. 27, 2007.  The exercise of the options represents a
modification to the letter agreement, dated Dec. 30, 2005, related
to the termination of the plans by the company to acquire the
Concord and Grossinger's resorts in Sullivan County, New York.

"We want to thank Concord Associates for working with us to modify
the terms of the Options Agreement," David P. Hanlon, president
and chief executive officer, said.  "With this amended options
agreement, we are receiving a significant cash infusion on
favorable terms relative to alternative financing options and
reducing the total number of fully diluted shares outstanding.
These funds will be used to support our growth opportunities
including the ongoing approvals and development planning related
to the St. Regis Mohawk Casino at Monticello Raceway as well as
the development of other gaming management opportunities outside
of New York State."

A full text-copy of Amendment No. 3 to Option Agreement may be
viewed at no charge at http://ResearchArchives.com/t/s?1814

                    About Concord Associates

Concord Associates, LP is a joint venture of Cappelli Enterprises
and Reckson Strategic Venture Partners and is headed by Louis R.
Cappelli

                      About Empire Resorts

Headquartered in Monticello, NY, Empire Resorts, Inc. (NASDAQ:
NYNY) -- http://www.empireresorts.com/-- operates the Monticello  
Raceway and is involved in the development of other legal gaming
venues.  Empire's Mighty M Gaming facility features over 1,500
video gaming machines and amenities including a 350- seat buffet
and live entertainment.  Empire is also working to develop a
$500 million "Class III" Native American casino and resort on a
site adjacent to the Raceway and other gaming and non-gaming
resort projects in the Catskills region and other areas.

The company's consolidated balance sheet at Sept. 30, 2006 showed
$60.8 million of total assets and $85.8 million of total
liabilities, resulting in $25 million of stockholders' deficit.


EMPIRE RESORTS: Indian Affairs' Finding Show No Significant Impact
------------------------------------------------------------------
Empire Resorts, Inc. disclosed that the Bureau of Indian Affairs
has informed its partners, the St. Regis Mohawk Tribe, that the
Final Environmental Assessment has been deemed sufficient and no
Environmental Impact Study will be required.

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Empire Resorts, Inc., and its partners, the St. Regis Mohawk
Tribe, received a Notice of Availability from the Bureau of Indian
Affairs regarding the draft Environmental Assessment.

The draft Environmental Assessment is required to take the land
into trust for the proposed St. Regis Mohawk Casino at Monticello
Raceway.

The BIA has issued a Finding of No Significant Impact related to
the proposed federal action approving the Tribe's request to take
29.3 acres into trust for the purpose of building a Class III
gaming facility, in accordance with the Indian Gaming Regulatory
Act of 1988.  The proposed St. Regis Mohawk Casino is to be
located at Monticello Raceway, just 90 miles north of New York
City.

In a transmittal letter to the St. Regis Mohawk Tribe, Associate
Deputy Secretary of the Interior James Cason indicated that the
Department of the Interior anticipates continued political
scrutiny of the ability of Tribes, such as the St. Regis Mohawk
Tribe, to acquire land into trust for gaming purposes away from
their aboriginal reservations and indicated that the Department
itself was considering the implementation of regulatory changes
that might broaden the scope of review of the applications.

David P. Hanlon, president and chief executive officer, stated,
"Our enhanced Environmental Assessment has been meticulously
reviewed and approved over an extended period of time and we are
pleased that now the process can move forward.  Importantly, it is
clear from the Department of Interior's transmittal letter that
due to the evolving nature of off-reservation gaming in the United
States, New York State and local officials should work together to
immediately secure this unique economic development opportunity
before the federal legislative or regulatory landscape inexorable
changes -- leaving Pennsylvania, Connecticut and Atlantic City the
really big winners."

Headquartered in Monticello, NY, Empire Resorts, Inc. (NASDAQ:
NYNY) -- http://www.empireresorts.com/-- operates the Monticello  
Raceway and is involved in the development of other legal gaming
venues.  Empire's Mighty M Gaming facility features over 1,500
video gaming machines and amenities including a 350- seat buffet
and live entertainment.  Empire is also working to develop a
$500 million "Class III" Native American casino and resort on a
site adjacent to the Raceway and other gaming and non-gaming
resort projects in the Catskills region and other areas.

The company's consolidated balance sheet at Sept. 30, 2006 showed
$60.8 million of total assets and $85.8 million of total
liabilities, resulting in $25 million of stockholders' deficit.


FINAL ANALYSIS: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Final Analysis Communication Services, Inc.
        9701 East Philadelphia Court
        Lanham, MD 20706

Bankruptcy Case No.: 06-18520

Type of Business: The Debtor had sued General Dynamics
                  Corporation, its largest unsecured creditor, and
                  General Dynamics Information Services, Inc.,
                  alleging a breach of certain contracts between
                  the parties.  The jury in the case awarded the
                  Debtor $116,030,000 in damages against General
                  Dynamics, and awarded $8 million to General
                  Dynamics with respect to counterclaims asserted
                  against the Debtor.

                  However, the U.S. District Court for the
                  District of Maryland entered a judgment reducing
                  the Debtor's award to $19,870,000.  Both the
                  Debtor and General Dynamics are currently
                  appealing the District Court's judgment.

                  Nader Modanlo, owner of New York Satellite
                  Industries, LLC which holds a majority interest
                  in Final Analysis, filed for chapter 11
                  protection on July 22, 2005 (Bankr. D. Md.
                  Case No. 05-26549).

Chapter 11 Petition Date: December 29, 2006

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: J. Daniel Vorsteg, Esq.
                  Paul M. Nussbaum, Esq.
                  Martin T. Fletcher, Esq.
                  Whiteford, Taylor & Preston, LLP
                  7 St. Paul Street
                  Baltimore, MD 21202
                  Tel: (410) 347-8700
                  Fax: (410) 625-7510

Estimated Assets: More than $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
General Dynamics Corporation            $8,000,000
c/o Lisa L. Listrom
Jenner & Block LLP
One IBM Plaza
Chicago, IL 60611

The Law Funder, LLC                     $3,646,500
295 Madison Avenue, 29th Floor
New York, NY 10017


FRIENDLY ICE: Sardar Biglari Rejects Offer of Two Board Seats
-------------------------------------------------------------
Friendly Ice Cream Corporation reported that Sardar Biglari
rejected its offer of two seats on the company's board of
directors for Mr. Biglari and his colleague, Phillip Cooley.

As reported in the Troubled Company Reporter on Dec. 11, 2006, the
company intended to increase the size of its board of directors
from five to seven members and its Board also decided to offer one
of the additional board seats to a designee of the group of
shareholders led by Sardar Biglari, providing the group with
representation approximately proportional to its ownership in the
company.  The company's Board determined that the offer is in the
best interests of the shareholders, as it will avoid a potentially
contentious and expensive proxy fight.

The company's offer contained only one condition - that they agree
not to solicit any proxies for additional board seats or other
matters not recommended by the Board.  The Board's offer was
intended to respond favorably to a significant shareholder's
request for a voice on the Board, while avoiding the unnecessary
expense and distraction of a proxy contest.

In rejecting the company's offer, Mr. Biglari increased his
demands to include the submission of a proposal to Friendly's
shareholders to remove the company's three classes of directors.

In a letter to shareholders dated January 2, 2007, Donald N.
Smith, chairman of the Board, stated, "(t)he results of WSC
suggest that it would not be in the best interests of our
shareholders to allow Mr. Biglari to control the Friendly's Board.  
After Mr. Biglari took control of WSC, rather than reinvesting in
the restaurant business of WSC, Mr. Biglari used WSC's surplus
cash, its bank credit facilities and a brokerage margin account to
purchase Friendly's stock.  It appears that Mr. Biglari is
leveraging the credit of WSC and his hedge fund to purchase our
stock."

Mr. Smith added, "Under Mr. Biglari's leadership, WSC's operating
cash has dwindled, year to year earnings from operations have
declined, franchised restaurants continue to be closed, and its
stock price has declined significantly.  While he continues to
offer criticisms of our company, he hasn't offered any plan,
vision or strategy for increasing Friendly's shareholder value.
If Mr. Biglari gains control of your Board, he could change the
company's financial agreements to allow him to invest Friendly's
cash in other companies, like he has done at WSC.  We believe that
Mr. Biglari wants to gain control of the Board in order to
redirect corporate assets for purposes other than the continued
growth of Friendly's.  The Friendly's Board will take all actions
necessary to prevent this from happening.  Friendly's is a
restaurant company not a hedge fund or investment company."

With principal executive office at Wilbraham, Mass., Friendly Ice
Cream Corporation (AMEX: FRN) -- http://www.friendlys.com/-- is a    
vertically integrated restaurant company serving signature
sandwiches, entrees and ice cream desserts in a friendly, family
environment in 525 company and franchised restaurants throughout
the Northeast.  The company also manufactures ice cream, which is
distributed through more than 4,500 supermarkets and other retail
locations.  With a 70- year operating history, Friendly's enjoys
strong brand recognition and is currently remodeling its
restaurants and introducing new products to grow its customer
base.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service confirmed Friendly Ice Cream Corp.'s B3
Corporate Family Rating.


FTS GROUP: Earns $69,551 of Net Income in Quarter Ended Sept. 30
----------------------------------------------------------------
FTS Group Inc. reported $69,551 of net income on $1.6 million of
revenues for the quarter ended Sept. 30, 2006, compared with a
$179,345 net loss on $283,505 of revenues for the same period in
2005.

The increase in consolidated sales is related to the inclusion of  
results of See World Satellites not included in the prior quarter
results as well as the increase in sales at FTS Wireless.

At Sept. 30, 2006, the company's balance sheet showed $6.6 million
in total assets, $4.7 million in total liabilities, and
$1.9 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $765,096 in total current assets available
to pay $3.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1809

                       About FTS Group

FTS Group, Inc. (OTCBB: FLIP) -- http://www.ftsgroup.com/--
develops and acquires businesses primarily in the wireless
industry.  Through FTS Wireless Inc., a wholly-owned subsidiary,
acquires and develops a chain of retail wireless locations in the
Gulf Coast market of Florida.  As of Mar. 1, 2006, the company
operates nine retail wireless locations in Florida.

                      Going Concern Doubt

Withum Smith & Brown, P.C., in Princeton, New Jersey, raised
substantial doubt about FTS Group, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's recurring losses and working capital deficits.


GENERAL MOTORS: Asia Pacific Sales Up 17.9%; Market Share Up 6.4%
-----------------------------------------------------------------
General Motors Corp. said its sales and market share in Asia
Pacific both reached new highs in 2006.

GM sold 1,254,615 vehicles in Asia Pacific, which was an increase
of 17.9% over 2005.  It marked the second consecutive year that
regional sales topped 1 million units.  This took GM's market
share in Asia Pacific to an estimated 6.4%, from 5.8% at the end
of the previous year.

"Our operations in China and Korea continued to drive GM's vehicle
sales in the world's fastest-growing region," Nick Reilly, GM
Group vice president and president of GM Asia Pacific, said.  

"We benefited from a positive reception for many of our new
offerings, including the VE Commodore in Australia, the Buick
LaCrosse and Chevrolet Lova in China, the GM Daewoo Winstorm and
Tosca in Korea, and the Chevrolet Aveo in India and Thailand."

                           Rising Sales

In China, GM and its Shanghai GM and SAIC-GM-Wuling joint ventures
sold 876,747 vehicles, which represented an increase of 31.8% over
2005.  Shanghai GM sales rose 27% on a year-on-year basis to
413,367 units.  SAIC-GM-Wuling, GM's mini-vehicle joint venture,
registered sales growth of 36.5% to 460,155 vehicles.  China
remained GM's second-largest global market in 2006, following the
United States.

GM Daewoo sales likewise remained strong in 2006.  Its sales in
Korea rose 19.2% on an annual basis to 128,332 units.  The Tosca
sedan and Winstorm SUV accounted for more than 36% of domestic
sales.  Exports of complete vehicles and knockdown kits from Korea
jumped 33.1% to 1,397,487 units.  This was a GM record.

Despite a drop in sales to 146,502 units in 2006, GM Holden
remained Australia's number two seller of vehicles.  GM Holden
received a boost from the launch of the award-winning VE
Commodore, Australia's single largest vehicle program.

Thailand continued to lead the way for GM's growth in ASEAN.  
Sales of GM's lineup of Chevrolet products totaled 29,727 units.  
For ASEAN as a whole, GM sales topped 38,000 vehicles in a market
that was down overall.

In India, GM rolled out an unprecedented three new Chevrolet
vehicles (the Aveo, SRV and Aveo U-VA) in 2006.  Consumers
responded, with GM's sales in India rising 15.4% year on year to
34,552 units.

                      New Investment in 2006

GM continued the expansion of its operations in Asia Pacific in
2006.  In May, GM Daewoo began regular production at its diesel
engine plant in Gunsan, Korea.  The diesel engine that it produces
is powering both the Winstorm and Tosca for sale in Korea and
around the globe.  GM Daewoo also began operation of a new KD
packing business at Korea's Incheon Port that can pack and export
570,000 knockdown kits annually for assembly at GM facilities
worldwide.

In India, GM announced it would build a new vehicle manufacturing
plant in the state of Maharashtra that will more than double GM's
local production capacity when it opens in 2008.  The foundation
stone was laid for the facility and construction officially began
on November 21.  To keep up with short-term demand, GM's
manufacturing facility in Gujarat, India, opened a new paint shop
and increased its annual manufacturing capacity to 85,000 units.

The GM Thailand Manufacturing Center in Rayong also opened a new
paint shop, while GM Holden completed an upgrade of the Holden
Vehicle Operations (HVO) plant in Elizabeth, South Australia.  In
addition, GM signed an agreement to form a new joint venture with
DRB-HICOM for the distribution of Chevrolet products in Malaysia.

                New Products and Facilities in 2007

GM plans to continue to expand its vehicle lineup and facilities
in Asia Pacific in 2007.  Among the new and upgraded vehicles that
are scheduled to reach consumers this year are a Chevrolet mini-
car in India, the Cadillac SLS in China, and a diesel version of
the GM Daewoo Lacetti and a new state-of-the-art six-speed
automatic transmission in Korea.  

GM Daewoo will complete its new automotive test track in Incheon,
Korea, by mid-year.  Related R&D facilities will follow over the
next two to three years.  In China, SAIC-GM-Wuling is on schedule
to open a new engine plant in Liuzhou, Guangxi, in 2007.

"We are pleased with our growth over the past few years in Asia
Pacific," said Reilly.  "By expanding our manufacturing,
engineering and design capability, we are better able to meet the
vastly different needs of our customers across Asia Pacific.  This
is enabling us to increase our presence in this highly important
region for General Motors."

General Motors began doing business in Asia Pacific in 1915 when
it introduced Buick and Cadillac products to Japanese consumers.  
Today, GM has automotive facilities and sales operations in more
than 15 countries.  Its regional headquarters is in Shanghai,
China.

GM's broad product portfolio in Asia Pacific encompasses the
Buick, Cadillac, Chevrolet, GM Daewoo, Holden, HUMMER, Opel, Saab
and Wuling brands.  GM's business interests in Asia Pacific go
beyond cars and trucks.  They include GMAC, ACDelco and Allison
Transmission.

                     About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 327,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed $1.5 billion secured term loan of General Motors Corp.  
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.


GENERAL MOTORS: Reports 11.8% Market Share in China
---------------------------------------------------
General Motors Corp. sets new marks for sales and market share in
mainland China in 2006.

Buoyed by record demand for all six brands offered by GM and its
joint ventures, the automaker and its domestic operations sold
876,747 vehicles in mainland China, which was about 208,000 units
more than in 2005.  This represented growth of 31.8% from 2005 and
was ahead of estimated industry growth of around 24%.  It took
GM's market share in mainland China to an estimated 11.8%.

SAIC-GM-Wuling led the way, with sales of its family of mini-
vehicles rising 36.5% on an annual basis to 460,155 vehicles.  
Sales of products from Shanghai GM rose 26.8% on a year-on-year
basis to 412,791 units.

"Vehicle sales continued to outpace most projections as a result
of unprecedented consumer demand for passenger cars," GM China
Group President and Managing Director Kevin Wale said.  "While
demand was particularly strong in the small car segment, nearly
all passenger car segments experienced growth.

"GM took advantage by introducing a series of new products under
all six of our brands sold locally, in the process expanding what
was already the broadest vehicle lineup in the marketplace," Mr.
Wale added.

Since 2002, when SAIC-GM-Wuling was formed, sales of GM and its
joint ventures have grown an average of 34.9% annually and GM's
market share has risen by 4.3 percentage points.  GM's local
product lineup has grown as well, to about 30 different models.

In 2006, sales of GM's flagship brand in China, Buick, increased
24.9% on an annual basis to 304,230 units.  Buick benefited from
new vehicles such as the LaCrosse premium sedan, which registered
sales of 52,021 units in its first year on the market.  In
addition, established products such as the Excelle, Buick's best-
selling model, and the GL8, China's first family of executive
wagons, enjoyed continued strong sales.

GM's most popular global brand and its most affordable passenger
car brand in China also performed well.  Chevrolet sales topped
100,000 units for a second consecutive year, rising 36.8% on an
annual basis to 145,392 vehicles.  The brand's best-selling model
in China in 2006 was the Spark mini-car built and marketed by
SAIC-GM-Wuling, which sold 40,015 units.  It was followed by the
Lova small car from Shanghai GM, which sold 36,893 units in just
its first year on the market.

Cadillac, GM's luxury nameplate, experienced growing demand for
its four products, the CTS premium sedan, SRX medium luxury
utility vehicle, XLR luxury roadster and new Escalade luxury SUV.  
Cadillac began taking orders for the new SLS luxury sedan, which
was designed especially for China and will go into production at
Shanghai GM in the first quarter of 2007.

The Wuling brand of mini-commercial vehicles and minivans enjoyed
sales growth of 35.4% in 2006 to 420140 vehicles.  The brand
benefited from the ongoing popularity of the Sunshine minivan,
which accounted for 69.6% of total sales, and the unveiling of two
new products: the PSN crew cab pickup and Hong Tu minivan.

"In response to what we expect to be continued double-digit market
growth, GM and our joint ventures will invest an average of
$1 billion per year in our domestic operations through 2010,"
according to Mr. Wale.

"In 2007, we plan to roll out about 10 new and upgraded products,"
he added.  "Like the Buick LaCrosse, Cadillac SLS and Chevrolet
Lova, many of our new offerings are being engineered for the local
market by the Pan Asia Technical Automotive Center.  Our aim is to
stay ahead in this critical market for General Motors by offering
local consumers the products and services that they want when they
want them."

                     About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 327,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed $1.5 billion secured term loan of General Motors Corp.  
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.


GOODYEAR TIRE: S&P Holds Rating on $46 Million Certificates at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' ratings on
the class A-1 and A-2 certificates from the $46 million Corporate
Backed Trust Certificates Goodyear Tire & Rubber Note-Backed
Series 2001-34 Trust.

Concurrently, the ratings were removed from CreditWatch, where
they were placed with negative implications on Oct. 24, 2006.

Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a swap-independent synthetic
transaction that is weak-linked to the underlying securities,
Goodyear Tire & Rubber Co.'s 7% notes due March 15, 2028.


GUARDIAN TECHNOLOGIES: Mark Zorko Resigns from Board of Directors
-----------------------------------------------------------------
Mark A. Zorko resigned, effective Dec. 21, 2006, as a director of
Guardian Technologies International, Inc., where he has served as
a director since November 2005.

Since 2000, Mr. Zorko, has been a CFO Partner at Tatum CFO
Partners, LLP, a professional services firm where he has held
financial leadership positions with public and private client
companies.  From 1996 to 1999, Mr. Zorko was chief financial
officer and chief information officer for Network Services Co., a
privately held distribution company.

His prior experience includes vice president, chief financial
officer and secretary of Comptronix Corporation, a publicly held
electronic systems manufacturing company, corporate controller for
Zenith Data Systems Corporation, a privately held computer
manufacturing and retail electronics company, and finance manager
positions with Honeywell, Inc.

Mr. Zorko was a senior staff consultant with Arthur Andersen & Co.
He served in the Marine Corps from 1970 to 1973.  Mr. Zorko is a
board advisor to Medspeed, Inc., a privately held medical
transportation logistics company.

Mr. Zorko earned a BS degree in Accounting from Ohio State
University, an MBA from the University of Minnesota, and completed
the FEIs chief financial officer program at Harvard University.
He is a certified public accountant and a member of the National
Association of Corporate Directors.

Headquartered in Herndon, Virginia, Guardian Technologies Int'l
Inc. (OTCBB: GDTI) -- http://www.guardiantechintl.com/-- is a  
technology company that designs and develops sophisticated imaging
informatics solutions for the aviation/homeland security and
healthcare markets.

                        Going Concern Doubt

Goodman & Company, L.L.P., in Norfolk, Virginia, raised
substantial doubt about Guardian Technologies International,
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 auditor pointed to the company's significant
operating losses since inception and need for additional
financing.


INCO LTD: Completes Amalgamation with Itabira Canada
----------------------------------------------------
CVRD Inco Limited fka Inco Limited completed the amalgamation of
Inco Limited and Itabira Canada Inc., a wholly owned subsidiary of
Companhia Vale do Rio Doce, to continue as "CVRD Inco Limited".  
As a result of the amalgamation, CVRD now owns 100% of the common
shares of CVRD Inco.

Under the amalgamation, which was effective on Jan. 4, 2007,
holders of Inco Limited common shares (other than dissenting
shareholders and affiliates of CVRD) received, for each such share
held by them, one Class A redeemable preferred share of CVRD Inco.  
The Class A redeemable preferred shares were then redeemed for
CDN$86 per share in cash, the same price paid under CVRD's
successful take-over bid for Inco Limited in October 2006.  

Inco Limited's common shares were delisted from the Toronto Stock
Exchange at the close of trading today and will no longer be
traded on any stock exchange.  CVRD Inco has applied to cease to
be a reporting issuer under Canadian securities laws and has
suspended its reporting obligations under United States securities
laws.  

Former holders of Inco Limited common shares can obtain more
information regarding how to obtain the cash payable to them in
connection with the redemption of their shares in the meeting
materials relating to the special meeting of shareholders held on
Jan. 3, 2007.  These meeting materials are available on the Inco
Limited website at http://www.inco.com/

Former Inco Limited registered shareholders with any questions or
requests for assistance in surrendering their certificates may
contact Computershare Investor Services Inc. by telephone toll
free in North America at 1-866-612-8058 or overseas at 1-514-982-
7555.

                   Stockholders' Approval

As previously reported in the Troubled Company Reporter, at a
special meeting held on Jan. 3, 2007, in Toronto, Canada,
shareholders of Inco Limited overwhelmingly approved the
amalgamation of Inco with Itabira Canada.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- nka CVRD Inco Limited produces nickel,  
which is used primarily for manufacturing stainless steel and
batteries.  Inco also mines and processes copper, gold, cobalt,
and platinum group metals.  It makes nickel battery materials and
nickel foams, flakes, and powders for use in catalysts,
electronics, and paints.  Sulphuric acid and liquid sulphur
dioxide are produced as byproducts.  The company's primary mining
and processing operations are in Canada, Indonesia, and the U.K.

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INTELSAT LTD: Subsidiary to Redeem $1 Billion Senior Notes
----------------------------------------------------------
Intelsat Subsidiary Holding Co. Ltd., an Intelsat Ltd. subsidiary,
intends to redeem all of its outstanding $1 billion Floating Rate
Senior Notes due 2012.

Intelsat Subsidiary has issued a notice of redemption pursuant to
the indenture for the Notes stating that it intends to redeem all
of the Notes on Feb. 2, 2007 at a redemption price equal to 101%
of the principal amount of the Notes plus accrued and unpaid
interest thereon to the Redemption Date.

The redemption of the Notes is conditioned upon Intelsat
Subsidiary Holding Company, Ltd. receiving sufficient funds on the
Redemption Date from a term loan borrowing by its parent Intelsat
(Bermuda), Ltd.

The term loan borrowing is expected to be made pursuant to a new
unsecured credit agreement that Intelsat (Bermuda), Ltd. intends
to enter into to fund the Redemption Payment, which borrowing will
be guaranteed by Intelsat Subsidiary Holding Company, Ltd. and the
same subsidiaries of Intelsat Subsidiary Holding Company, Ltd.
that guarantee the Notes.

                      About Intelsat Ltd

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

At Sept. 30, 2006, the company's balance sheet showed
$12.4 billion in total assets and $12.9 billion in total
liabilities, resulting in a $494.6 million stockholders'
deficit.


INTERSTATE BAKERIES: Court OKs Settlement to Reconstitute Board
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
issued an order on Jan. 5, 2007, approving a settlement that will
result in changes in the membership of the Board of Directors of
Interstate Bakeries Corporation.  The settlement among the company
and its various constituency groups implements the Board changes
and also resolves certain related issues.

"With the settlement approved by the Court, the company and its
various constituency groups can continue to work together
productively and focus all of their energy on IBC's restructuring
efforts," said Tony Alvarez II, chief executive officer of IBC.

As a result of the Court decision, David Pauker and Terry R. Peets
will immediately join the reconstituted seven-member Board, which
now also consists of Robert Calhoun, an IBC board member since
1991; Michael Anderson, a member of the Board since 1998; William
Mistretta and David Weinstein, who were both named to the Board in
August 2006.  In addition, a new chief executive officer, who will
replace Mr. Alvarez, who is currently acting as interim CEO, when
hired, will join the Board as its seventh member.

David Pauker is an experienced restructuring advisor and
turnaround manager with 20 years' experience advising financially
distressed companies or their creditors in a broad array of
industries.  Mr. Pauker served most recently as the chief
restructuring officer of Refco, Inc. the largest bankruptcy filed
during 2005.  A managing director of Goldin Associates, L.L.C., he
has led many of Goldin's restructuring advisory assignments and
acted as chief restructuring officer or interim CEO or COO for
numerous underperforming or distressed companies.  Mr. Pauker's
food industry experience includes a role as CEO during the
bankruptcy of Vlasic Foods International, a major food company
selling products under the Swanson, Hungry Man, Vlasic and Open
Pit brands.  He has advised numerous other food companies or their
creditors, as well.

Terry Peets is a senior executive with 30 years' experience in
broad areas of food retailing.  His responsibilities have included
direct management of distribution/logistics; management
information systems, manufacturing, retail and non-retail
procurement; sales and marketing and store operations.  He
currently serves as chairman of World Kitchens, Inc., a
manufacturer and marketer of consumer kitchen products, and was
chairman of Bruno's Supermarkets prior to its acquisition by Ahold
USA.  Mr. Peets is currently a member of the Board of directors of
Pinnacle Foods Group, Inc., Ruiz Foods Inc. and Winn-Dixie Stores,
Inc.  He also serves as vice chairman of the City of Hope National
Cancer Center and the Beckman Research Institute.

Departing from the Board are Frank E. Horton, G. Kenneth Baum,
Ronald L. Thompson, Leo Benatar and Richard L. Metrick.

"I speak for the IBC family in acknowledging and thanking the
departing members for their leadership, insight and dedicated
service to the IBC Board," Mr. Alvarez said.

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 Aug. 15, 2014, on Aug. 12,
2004) in total debts.


IPIX CORP: Argusight Wants $2.2 Million Secret Offer Disallowed
---------------------------------------------------------------
Argusight Inc. objected to the request of Donald King, the
appointed Chapter 7 trustee of IPIX Corporation, to sell the
Debtor's patent portfolio to an anonymous bidder, Andrew Eder
writes for Knoxville News Sentinel.

Argusight had been a previous bidder offering $100,000 for the
Debtor's interest in a high-resolution surveillance gigapixel
camera, according to the source.

Mr. King reportedly asked the U.S. Bankruptcy Court for the
Eastern District of Virginia to withdraw Argusight's deal in favor
of an anonymous $2.2 million bid for the entire Ipix patent
portfolio, which includes the Debtor's immersive still photography
and video surveillance technologies.

The anonymous bid should be disallowed because of an unidentified
buyer, Argusight said.  "This kind of lack of disclosure, and
secrecy, cannot instill public confidence in the bankruptcy
system," according to documents filed with the Court.

Knoxville Business relates that Brian Kenney, Esq., at Miles &
Stockbridge, argued that Argusight's offer should be considered
the stalking horse bid and the gigapixel portion of the anonymous
bid should be capped at $128,000, possibly setting the stage for a
counteroffer from Argusight.

Mr. Kenney also commented that the Trustee is attempting to renege
on bidding procedures that were approved earlier.

However, the Trustee's request to sell to the anonymous bidder,
says that the motion won't contain procedures for overbidding, the
court papers disclosed.

Headquartered in Reston, Virginia, IPIX Corporation (NASDAQ: IPIX)
-- http://www.ipix.com/-- provides immersive imaging products for  
government and commercial applications.  The company's immersive,
360-degree imaging technology has been used to create high-
resolution digital still photography and video products for
surveillance, visual documentation and forensic analysis.

The Company filed a voluntary petition for relief under Chapter 7
of the U.S. Bankruptcy Code on July 31, 2006 (Bankr. E.D. Va.
Case No. 06-10856.  As a result of the filing, IPIX terminated all
business activities after concluding it didn't have sufficient
funding to remain solvent and was unsuccessful in securing the
additional funding crucial for continued operation.


KL INDUSTRIES: Court Sets January 9 Cash Collateral Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois in
Chicago will convene a hearing on Jan. 9, 2007, at 10:30 a.m., to
consider KL Industries Inc.'s motion to use the cash collateral
securing repayment of its obligation to Mr. Gerald Capizzi.  The
hearing will be held at Courtroom 742, No. 219 South Dearborn in
Chicago, Illinois.

Mr. Capizzi is the Debtor's 80% owner and director.  He holds
$2.3 million in prepetition loan against the Debtor and has
guaranteed the Debtor's $1.75 million loan obligations to La Salle
Bank NA.

                     La Salle Credit Facility

La Salle Bank is a prepetition secured credit lender whom the
Debtor pledged substantially all of its assets.

La Salle also provided the Debtor postpetition credit facility
pursuant to the Court's final order authorizing the Debtor to
obtain debtor-in-possession financing from La Salle.

The Debtor's ability to borrow under the La Salle DIP Facility
will terminate upon the closing of a Court-approved $4.5 million
sale of substantially all of the Debtor's assets to JD Norman
Metal Technologies Inc.

To the extent the sale proceeds are not sufficient to satisfy La
Salle's claims in full, La Salle has the right to call Mr.
Capizzi's guarantee.  Mr. Capizzi may thereafter be personally
liable for any shortfall and will be subrogated to La Salle's
first-priority, properly perfected security interest in the
Debtor's assets.

As adequate protection for Mr. Capizzi's interest in the cash
collateral, the Debtor proposes to grant Mr. Capizi a super-
priority claim against the Debtor.

The Debtor will use the cash collateral fund through a cash flow
forecast extending through January 2007 as incorporated in the
Debtor's DIP Financing Agreement with La Salle.

The Debtor tells the Court that without the use of the cash
collateral to pay for postpetition, post-closing wind-down
expenses, including utilities, vendor claims and professional
fees, such expenses are not likely to be paid.  

                     About KL Industries

Based in Addison, Illinois, KL Industries Inc. manufactures
springs, assemblies and other products for the automotive and
electronic markets.  The Company does business as KL Spring &
Stamping Division, KL Spring Division, KL Stamping Division, KL
Assembly Division and American Metal Forming Division.  

The Company filed for bankruptcy protection on May 2, 2006 (Bankr.
N.D. Ill. Case No. 06-04882).  Peter J. Roberts, Esq., and Steven
B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin
LLC represent the Debtor in its restructuring efforts.  Daniel J.
McGuire, Esq., at Winston & Strawn LLP represents the Official
Committee of Unsecured Creditors.  CM&D Capital Advisors LLC is
the Debtor's financial Advisor.  In its schedules of assets and
liabilities, the Debtor listed $10,462,451 in total assets and
$11,898,913 in total liabilities.


KNIGHT PROTECTIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Knight Protective Service, Inc.
        8507 Edgeworth Drive
        Capitol Heights, MD 20743

Bankruptcy Case No.: 06-18409

Type of Business: The Debtor provides contract security officers
                  to commercial organizations and the federal
                  government, strives to exceed client
                  expectations through excellent customer service,
                  quality assurance measures, and continuous
                  employee training and support programs.
                  See http://www.knightprotectiveservice.com/

Chapter 11 Petition Date: December 22, 2006

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Martin T. Fletcher, Esq.
                  Stephen B. Gerald, Esq.
                  Susan Jaffe Roberts, Esq.
                  Whiteford, Taylor & Preston LLP
                  Seven Saint Paul St., #1400
                  Baltimore, MD 21202
                  Tel: (410) 347-8737
                  Fax: (410) 223-3737

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GM Card                       Trade Debt                 $28,352
P.O. Box 88000
Baltimore, MD 21288

National Union AIGRM          Trade Debt                 $24,891
Special Bus.
P.O. Box 35657
Newark, NJ 07193

Secure State                                             $19,826
23340 Miles Rd., Unit C
Bedford Heights, OH 44128

Alpine Trading Company        Trade Debt                 $13,447
43-58 11th Street
Long Island City, NY 11101

The Hartford                  Trade Debt                 $11,969
P.O. Box 2907
Hartford, CT 06104

QI Exchange                   Trade Debt                 $11,206
P.O. Box 472687
Charlotte, NC 28247

Prime EAP                                                $11,083
4230 Cabin Creek Road
Hurlock, MD 21643

ITPE Pension Fund                                         $7,439
6851 Jericho Pike
Suite 255
Syosset, NY 11791

Sprint                                                    $7,328
P.O. Box 4181
Carol Stream, IL 60197

ADP                           Trade Debt                  $5,491
11411 Red Run Blvd.
Owings Mills, MD 21117

Security Workers Benefit                                  $4,779
Fund
6650 Belair Road
Baltimore, MD 21206

Deltek                                                    $4,306
P.O. Box 79581
Baltimore, MD 79581

The Gun Shop                  Trade Debt                  $4,180
60D Main Street
Vincentown, NJ 08088

Assuant Employee Benefits     Trade Debt                  $4,180
P.O. Box 806644-1
Kansas City, MO 64180

IKON Office Solutions         Trade Debt                  $3,784
Mid-Atlantic District
P.O. Box 827468
Philadelphia, PA 19182

Federal Express Corporation   Trade Debt                  $3,749
P.O. Box 1140
Dept. A
Memphis, TN 38101

Prime Rate Premium Finance                                $3,356
2141 Enterprise Drive
Florence, SC 29501

Prime Rate Premium Finance    Trade Debt                  $3,356
P.O. Box 100507
Florence, SC 29501

Lion Apparel                                              $3,053
P.O. Box 710836
Cincinnati, OH 45271

Citgo Petroleum Corp.         Trade Debt                  $3,038
P O Box 659590
San Antonio, TX 78265


LIFE SCIENCES: NYSE Arca Okays Listing Application
--------------------------------------------------
Life Sciences Research, Inc., disclosed that the New York Stock
Exchange Arca has approved its listing application.

Trading is expected to begin under the new ticker symbol "LSR".

In connection with the company's listing and trading on NYSE Arca,
LSR and NYSE Group, Inc. have entered into a settlement agreement
and release under which LSR will release the NYSE from all claims
relating to the September 2005 postponement by the NYSE of LSR's
trading on the NYSE.

                        About NYSE Arca

NYSE Arca, the first U.S. open all-electronic stock exchange,
provides customers with fast electronic execution and open, direct
and anonymous market access.

                  About Life Sciences Research

With principal office at East Millstone, New Jersey, Life Sciences  
Research Inc. (Other OTC: LSRI) -- http://www.lsrinc.net/-- is a  
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States (the Princeton Research Center, New Jersey) and the
United Kingdom (Huntingdon and Eye, England).

As reported in the Troubled Company Reporter on Nov. 30, 2006,
Life Sciences Research Inc.'s balance sheet at Sept. 30, 2006,
showed total assets of $204.8 million and total liabilities of   
$230.1 million, resulting in a total stockholders' deficit of
$25.3 million.  At Dec. 31, 2005, the Company's total
stockholders' deficit stood at $14.5 million.


MARCI-COURT: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marci-Court Investment, LLC
        324 Scotland Road
        South Orange, NJ 07079

Bankruptcy Case No.: 06-22760

Chapter 11 Petition Date: December 19, 2006

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Linwood A. Jones, Esq.
                  55 Washington Street, Suite 603
                  East Orange, NJ 07017
                  Tel: (973) 676-7439

Total Assets: $3,200,000

Total Debts:  $2,482,055

Debtor's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Northern Funding LLC             Bank Loan             $756,944
517 Route One, Suite 1002
Iselin, NJ 08830                                       $525,223

                                                       $208,553

Bayview Loan Servicing           Bank Loan              $98,000
P.O. Box 3042
Milwaukee, WI 53201-3042

East Orange Tax Collector        Tax                    $60,000

Maplewood Tax Collector          Tax                    $40,000

Irvington Tax Collector          Tax                    $22,000


MESABA AVIATION: Inks Stock Purchase Agreement with Northwest
-------------------------------------------------------------
Northwest Airlines Corp. has struck a definitive stock purchase
agreement to acquire Mesaba Aviation, Inc., the (Minnesota-St.
Paul) Star Tribune reports.

Northwest spokesman William Mellon said the company intends to
file a plan of reorganization on January 16, 2007, incorporating
the deal, the Star Tribune says.  

Northwest also wants Mesaba to file a Chapter 11 plan by
January 15.

As part of the transaction, Mesaba will receive $10 million cash
and a $145 million general unsecured claim in Northwest's
bankruptcy estate, the Star Tribune relates.

"There are no significant open issues requiring further
negotiation," Northwest said in a statement, according to
Bloomberg News.  Northwest deems the Mesaba Claim to be a fair and
adequate consideration for the value being transferred to the
company.

Riley Investment Management LLC, one of MAIR Holdings'
shareholders, believes that Northwest's offer is grossly
inadequate.  Riley states in a press release that the total value
of the Mesaba estate exceeds $300,000,000.  The amount accounts
for Mesaba's original claim amount plus the $100,000,000 value of
Mesaba's SAAB Business.

Northwest said that the acquisition would secure Mesaba's future
by locking flight operations and positioning Mesaba for growth,
Star Tribune relates.  Northwest will contract with Mesaba to keep
flying 49 Saab turboprops if the sale is finalized, Northwest
Senior Vice President of Finance David Davis stated in his letter
to Mesaba's creditors.

Mesaba's Official Committee of Unsecured Creditors favors the
deal.

MAIR Holdings, Inc., which owns Mesaba, has not expressed support
for the transaction, Mr. Mellon told the Star Tribune.

Riley says it intends to pursue all avenues to ensure that the
sale is not consummated.  Riley notes that contrary to what has
been stated in the press, Mesaba Airlines has not agreed to any
terms of the Northwest deal.  "We believe this would require board
approval at Mesaba as well as board approval at MAIR, neither of
which has occurred," Riley states in a press release.

Riley emphasizes that MAIR Holdings shareholders are not opposed
to Northwest acquiring Mesaba.  MAIR Holdings shareholders believe
Mesaba's claim is higher than $145,000,000.

Riley alleges that Northwest destroyed value for MAIR Holdings
shareholders, Mesaba and its employees.  "We believe that not only
is Northwest Airlines not offering fair value for Mesaba, it also
pursued a strategy of destroying value in order to purchase
Mesaba's at a huge discount to its fair value.  At best, Northwest
and its executives ignored clear conflict of interest issues and
at worst, fraud occurred," Riley states in its press release.  
Northwest owns 28% of MAIR Holdings, and a Northwest director also
sat on MAIR Holding's board.

Mesaba currently has the exclusive right to file a Chapter 11 plan
until February 12, 2007.  Mesaba's Creditors Committee has asked
Judge Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota to approve its request to file a Chapter 11
plan on behalf of Mesaba to meet Northwest's Jan. 15 deadline.  

Riley plans to object to the Mesaba Creditors Committee's request.  
Riley states in its press release that it would offer a competing
Chapter 11 plan if Mesaba's exclusivity period is terminated.  
MAIR Holdings' other large shareholders support Riley's actions.

Judge Kishel has yet to rule on the request of Mesaba's Creditors
Committee.

According to the Star Tribune, Northwest's board of directors will
meet on January 10, 2007, to vote on the deal.  The deal is
subject to approval by both the Mesaba Bankruptcy Court and the
U.S. Bankruptcy Court for the Southern District of New York.

                     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.  The Debtors' exclusive period
to file a chapter 11 plan expires on Jan. 16, 2007.

                      About Mesaba Aviation

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


METAMORPHIX INC: Sept. 30 Balance Sheet Upside-Down by $50.8 Mil.
-----------------------------------------------------------------
Metamorphix Inc. filed its third quarter financial statements
for the three months ended Sept. 30, 2006, reporting a $5,000,446
net loss on $765,019 of revenues, compared with $5,766,887 net
loss on $600,407 revenues in the comparable period of 2005.

The increase in revenues is primarily due to the introduction of
various new product lines.  The decrease in net loss is mainly due
to the increase in revenues accompanied by decreases in research
and development expenses, and in general and administrative
expenses, partly offset by the increase in interest expense and
accretion of debt discount.

At Sept. 30, 2006, the Company's balance sheet showed $11,734,249
in total assets and $62,607,022 in total liabilities resulting in
$50,872,773 stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $1,596,594 in total current assets available to pay
$26,772,035  in total current liabilities coming due within the
next 12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?180e

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct 6, 2006,
Deloitte & Touche LLP, expressed substantial doubt about
MetaMorphix, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2005 and 2004.  The auditing firm pointed to
the company's recurring losses and negative cash flows from
operations, working capital deficiency and significant accumulated
deficit at Dec. 31, 2005.

                         About MetaMorphix

Headquartered in Beltsville, Maryland, MetaMorphix, Inc. --
http://www.metamorphixinc.com/-- is developing a pipeline of    
innovative products addressing all major livestock sectors
including cattle, swine, poultry and aquaculture, as well as
developing products that enhance the health of companion animals.


NESCO INDUSTRIES: Oct. 31 Balance Sheet Upside-Down by $11 Million
------------------------------------------------------------------
Nesco Industries Inc. reported a $906,000 net loss on revenues of
$504,000 for the quarter ended Oct. 31, 2006, compared with a
$1.5 million net loss on revenues of $247,000 for the same period
in 2005.

Revenues in the quarter ended Oct. 31, 2006, consisted of
approximately $224,000 of sales of Hydrogel Design Systems
products and approximately $245,000 of Foam Manufacturing Inc.
products.  No FMI products were sold in the 2005 quarter.  The
decrease in HDS sales of approximately $23,000 resulted from sales
to one significant customer in the quarter ended Oct. 31, 2005,
which did not recur in the quarter ended Oct. 31, 2006.

The decrease in net loss is primarily attributable to the decrease
in other expense from $1.1 million in the 2005 quarter to $307,000
in the current quarter.  This resulted from a $702,000 debt
discount and $126,000 amortization of financing costs in the 2005
quarter without a corresponding charge in the current quarter in
2006.

At Oct. 31, 2006, the company's balance sheet showed $1.5 million
in total assets and $12.4 million, resulting in an $11 million
total stockholders' deficit.

The company's balance sheet at Oct. 31, 2006, also showed strained
liquidity with $425,000 in total current assets available to pay
$12.2 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?1813

                       About Nesco Industries

Headquartered in New York, Nesco Industries Inc. (OTCBB: NESK)
manufactures, markets, sells and distributes aqueous polymer-based
radiation ionized gels used in various medical and cosmetic
consumer products.  


NORTEL NETWORKS: Closes $320MM Cash Sale of Unit to Alcatel-Lucent
------------------------------------------------------------------
Nortel Networks Corp. closed the sale of assets and liabilities
related to its UMTS access business to Alcatel-Lucent.  The sale
closed on Dec. 31, 2006.  The transaction is for $320 million in
cash less significant deductions and transaction related costs.

The closing of the sale follows the signing of the definitive
agreement on Dec. 4, 2006, and the signing of the non-binding
Memorandum of Understanding between the companies on Sept. 1,
2006.  As part of the agreement, approximately 1,700 of Nortel's
UMTS access employees have transferred to Alcatel-Lucent.  
Regulatory approvals have been met.  With the completion of this
sale, Alcatel-Lucent acquired the UMTS access product portfolio,
associated patents and tangible assets as well as customer
contracts from Nortel.

                         About Nortel

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


NORTH AMERICAN TECH: KBA Group LLP Raises Going Concern Doubt
-------------------------------------------------------------
KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
the North American Technologies Group Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the nine-month period ended Oct. 1, 2006.  The
auditing firm pointed to the company's recurring losses from
operations and use of significant cash flows in operating
activities.

North American Technologies Group Inc. reported a $15.5 million
net loss on $10.6 million of sales for the nine-month period ended
Oct. 1, 2006, compared with a $10.1 million loss on $5 million of
sales for the same period ended Sept. 30, 2005.

The increase in net sales was due to the increased production of
crossties at the Marshall facility and to a higher sales price per
crosstie in 2006.

The increase in net loss is mainly due to the increase in cost of
goods sold from $10.1 million in 2005 to $15 million in 2006, the
increase in selling, general and administrative expenses, and the
increase in interest expense.

The increase in cost of goods sold is due to the higher cost of
producing crossties, reflecting the small scale and labor-
intensive nature of this activity, inefficiencies of production
and increase in costs primarily at the Marshall facility, plus a
write-down of $742,243 related to certain finished goods and raw
material inventory and an increase in warranty expense of
$1.3 million substantially related to product replacements.

Selling, general and administrative expenses increased by
$3.1 million to $5.5 million in 2006.  This increase was primarily
due to $393,075 in wages and salaries related to additional
executive and operating employees, $1.6 million in compensation
expense related to grant of employee options and restricted stock,
an increase of $374,066 in repair and maintenance expenses,
$64,062 in relocation expenses of the Houston facility,
incremental expense of $296,832 related to travel expenses and
taxes, and $253,400 in marketing expenses.

The increase in interest expense of $1.7 million is primarily
attributable to an increase of $1.3 million in debt discount and
beneficial conversion amortization related to the debentures,
$375,753 in beneficial interest related to issuance of common
stock for interest and additional interest expense related to an
increase in debt.

At Oct. 1, 2006, the company's balance sheet showed $20.3 million
in total assets and $32 million in total liabilities, resulting in
s $11.8 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the nine-month period ended Oct. 1, 2006, are
available for free at http://researcharchives.com/t/s?178e

                     Change in Fiscal Year-End

On Jan. 1, 2006, the company elected to use a 52/53 week
accounting period for its fiscal periods that will end on the
Sunday closest to the end of each calendar quarter.  The company
also changed its fiscal year-end from December 31 to the Sunday
closest to the end of the third calendar quarter.

                        About North American
                      
North American Technologies Group, Inc., (OTCBB: NATK)
-- http://www.natk.com/-- through its TieTek subsidiary  
manufactures and sells composite railroad crosstie known as
TieTek(TM) made from recycled composite materials that is a direct
substitute for wood crossties, but with a longer life and with
several environmental advantages.


NORTHWEST AIRLINES: Inks Agreement to Acquire Mesaba Aviation
-------------------------------------------------------------
Northwest Airlines Corp. has struck a definitive stock purchase
agreement to acquire Mesaba Aviation, Inc., the (Minnesota-St.
Paul) Star Tribune reports.

Northwest spokesman William Mellon said the company intends to
file a plan of reorganization on January 16, 2007, incorporating
the deal, the Star Tribune says.  

Northwest also wants Mesaba to file a Chapter 11 plan by
January 15.

As part of the transaction, Mesaba will receive $10 million cash
and a $145 million general unsecured claim in Northwest's
bankruptcy estate, the Star Tribune relates.

"There are no significant open issues requiring further
negotiation," Northwest said in a statement, according to
Bloomberg News.  Northwest deems the Mesaba Claim to be a fair and
adequate consideration for the value being transferred to the
company.

Riley Investment Management LLC, one of MAIR Holdings'
shareholders, believes that Northwest's offer is grossly
inadequate.  Riley states in a press release that the total value
of the Mesaba estate exceeds $300,000,000.  The amount accounts
for Mesaba's original claim amount plus the $100,000,000 value of
Mesaba's SAAB Business.

Northwest said that the acquisition would secure Mesaba's future
by locking flight operations and positioning Mesaba for growth,
Star Tribune relates.  Northwest will contract with Mesaba to keep
flying 49 Saab turboprops if the sale is finalized, Northwest
Senior Vice President of Finance David Davis stated in his letter
to Mesaba's creditors.

Mesaba's Official Committee of Unsecured Creditors favors the
deal.

MAIR Holdings, Inc., which owns Mesaba, has not expressed support
for the transaction, Mr. Mellon told the Star Tribune.

Riley says it intends to pursue all avenues to ensure that the
sale is not consummated.  Riley notes that contrary to what has
been stated in the press, Mesaba Airlines has not agreed to any
terms of the Northwest deal.  "We believe this would require board
approval at Mesaba as well as board approval at MAIR, neither of
which has occurred," Riley states in a press release.

Riley emphasizes that MAIR Holdings shareholders are not opposed
to Northwest acquiring Mesaba.  MAIR Holdings shareholders believe
Mesaba's claim is higher than $145,000,000.

Riley alleges that Northwest destroyed value for MAIR Holdings
shareholders, Mesaba and its employees.  "We believe that not only
is Northwest Airlines not offering fair value for Mesaba, it also
pursued a strategy of destroying value in order to purchase
Mesaba's at a huge discount to its fair value.  At best, Northwest
and its executives ignored clear conflict of interest issues and
at worst, fraud occurred," Riley states in its press release.  
Northwest owns 28% of MAIR Holdings, and a Northwest director also
sat on MAIR Holding's board.

Mesaba currently has the exclusive right to file a Chapter 11 plan
until February 12, 2007.  Mesaba's Creditors Committee has asked
Judge Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota to approve its request to file a Chapter 11
plan on behalf of Mesaba to meet Northwest's Jan. 15 deadline.  

Riley plans to object to the Mesaba Creditors Committee's request.  
Riley states in its press release that it would offer a competing
Chapter 11 plan if Mesaba's exclusivity period is terminated.  
MAIR Holdings' other large shareholders support Riley's actions.

Judge Kishel has yet to rule on the request of Mesaba's Creditors
Committee.

According to the Star Tribune, Northwest's board of directors will
meet on January 10, 2007, to vote on the deal.  The deal is
subject to approval by both the Mesaba Bankruptcy Court and the
U.S. Bankruptcy Court for the Southern District of New York.

                      About Mesaba Aviation

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

                     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.  The Debtors' exclusive period
to file a chapter 11 plan expires on Jan. 16, 2007.


PHILLIPS-VAN HEUSEN: Completes Acquisition of Superba for $110MM
----------------------------------------------------------------
Phillips-Van Heusen Corporation has completed the acquisition of
substantially all of the assets of privately-held Superba, Inc.

As reported in the Troubled Company Reporter on Oct. 16, 2006 the
company entered into a definitive agreement to acquire
substantially all of the assets of Superba for $110 million,
subject to adjustment, plus an earn-out over a three-year period
based on the earnings of the acquired business for each of the
first three years after the closing, with a maximum value of
$70 million.

Superba, Inc., manufactures and distributes neckwear in the United
States and Canada.

The acquired business, which includes neckwear licenses for
designer and brand names, such as Arrow, DKNY, Tommy Hilfiger,
Nautica, Perry Ellis, Ted Baker, Ike Behar, Michael Kors, JOE
Joseph Abboud, Original Penguin, Jones New York and Hart Schaffner
Marx, will be operated through the newly formed PVH Neckwear
Group.  

The company disclosed that it has also entered into an agreement
with Mallory & Church LLC pursuant to which PVH and Mallory have
agreed to the early termination of the neckwear licenses that
Mallory holds for the company's IZOD and Calvin Klein brands.

The PVH Neckwear Group will assume control of the Calvin Klein and
IZOD neckwear businesses and the neckwear offerings will continue
to be distributed through better department stores and specialty
stores.  The arrangement is expected to become effective in early
February.  

Commenting on the transactions, Emanuel Chirico, chief executive
officer, stated "We are excited with the opportunity the Superba
acquisition presents.  Neckwear is, obviously, complementary to
our heritage business in dress shirts and Superba has followed the
same multiple brand, multiple channel, and multiple price point
strategy that we have followed.  We believe that the synergy
created by coupling the leading neckwear and dress shirt
businesses will provide us with additional opportunity to grow
both businesses."

Mr. Chirico added, "We are also pleased that we have been able to
provide for the early return of the Calvin Klein and IZOD neckwear
businesses.  This will provide us with an immediate opportunity to
expand our newly acquired neckwear business and enhance the growth
we expect to see from it."

Phillips-Van Heusen Corporation (NYSE:PVH) -- http://www.pvh.com/
-- owns and markets the Calvin Klein brand worldwide.  It is a
shirt company that markets a variety of goods under its own
brands: Van Heusen, Calvin Klein, IZOD, Arrow, Bass and G.H. Bass
& Co., Geoffrey Beene, Kenneth Cole New York, Reaction Kenneth
Cole, BCBG Max Azria, BCBG Attitude, Sean John, MICHAEL by Michael
Kors, Chaps, and Donald J. Trump Signature.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006
Moody's Investors Service upgraded Phillips Van Heusen
Corporation's corporate family rating to Ba2 from Ba3.  

The company's senior secured notes were upgraded to Baa3 from Ba1
and the company's senior unsecured notes were upgraded to Ba3 from
B1.  The company's probability of default rating was also upgraded
to Ba2 from Ba3.


PHOTRONICS INC: Extends Employment of Asia Ops Pres. Until Oct. 28
------------------------------------------------------------------
Photronics, Inc. and Soo Hong Jeong extended for one additional
year the employment agreement of Soo Hong Jeong, chief operating
officer, president - Asia operations, until Oct. 28, 2007.

The Employment Agreement was originally entered into between
Photronics and Mr. Jeong on August 24, 2001, and was subsequently
amended on March 18, 2004, November 28, 2005 and June 9, 2006.

Photronics, Inc. -- http://www.photronics.com/-- is a worldwide  
manufacturer of photomasks.  Photomasks are high precision quartz
plates that contain microscopic images of electronic circuits.  A
key element in the manufacture of semiconductors and flat panel
displays, photomasks are used to transfer circuit patterns onto
semiconductor wafers and flat panel substrates during the
fabrication of integrated circuits, a variety of flat panel
displays and, to a lesser extent, other types of electrical and
optical components.  They are produced in accordance with product
designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Moody's Investors Service affirmed its B1 corporate family rating
on Photronics, Inc.  Additionally, Moody's revised its
probability-of-default rating on the company's $190 million 4.75%
convertible subordinated notes due 2006 to B2 from B3 and assigned
a LGD5 loss-given-default rating on the loan.

Moody's also upgraded to B2 from B3 its probability-of-default
rating on the company's $150 million 2.25% convertible
subordinated notes due 2008 and assigned a LGD5 loss-given-default
rating on the loan.


RADIO ONE: Sells WKAF-FM for $30 Million to Entercom
----------------------------------------------------
Radio One Inc. completed the sale of the assets of radio station
WKAF-FM for approximately $30 million to Entercom Communications
Corp., in the Boston, Massachusetts.

The Company acquired WKAF-FM in October 1999 for approximately
$10 million and will utilize its existing NOLs to shelter most, if
not all, taxes associated with the capital gain that has been
generated by the sale.  On Dec. 29, 2006, the Company used most of
the net proceeds generated from the sale to reduce borrowings
under its bank credit facility.

"This sale represents a very good start to our asset disposition
process" Commenting on this transaction, Radio One's Chief
Executive Officer and President, Alfred C. Liggins, III, stated.
"While Boston is a wonderful radio market, it was not of great
strategic importance to us.  We have used the capital generated
from this sale to reduce our leverage and we continue to look to
rationalize our asset base."

Headquartered in Lanham, Md., Radio One, Inc., (NASDAQ: ROIAK and
ROIA) is a radio  broadcaster that owns and operates 70 radio
stations located in 22 urban markets in the U.S.

                        *     *     *

As reported in the Troubled Company Reporter on Dec 26, 2006,
Moody's Investors Service affirmed Radio One, Inc.'s Ba3 corporate
family rating, Ba1 secured revolver, Ba1 secured term loan, and B1
6-3/8% senior suborindated notes.  Moody's also changed the
outlook to stable from positive after a period of prolonged
weakness at the company's Los Angeles radio station.


RIO VISTA: Earns $4.6 Million in Quarter Ended September 30
-----------------------------------------------------------
Rio Vista Energy Partners LP filed its third quarter financial
statements for the three months ended Sept. 30, 2006, reporting a
$4,697,000 net income on $191,000 of revenues, compared with
$1,074,000 net loss with no revenues in the comparable period of
2005.

At Sept. 30, 2006, the company's balance sheet showed $18,364,000
in total assets and $2,123,000 in total liabilities resulting in
$16,241,000 stockholders' equity.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?180d

                       Going Concern Doubt

As reported on the Troubled Company Reporter on May 5, 2006,
Burton Mccumber & Cortez, L.L.P., in Brownsville, Texas, raised
substantial doubt about the ability of Rio Vista Energy Partners
L.P. to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
Dec. 31, 2004, and 2005.  

                         About Rio Vista

Headquartered in Houston, Texas, Rio Vista Energy Partners L.P.
buys, transports and sells liquefied petroleum gas.  Rio Vista
owns and operates terminal facilities in Brownsville, Texas and in
Matamoros, Tamaulipas, Mexico and approximately 23 miles of
pipelines, which connect the Brownsville Terminal Facility to the
Matamoros Terminal Facility.  The primary market for Rio Vista's
LPG is the northeastern region of Mexico, which includes the
states of Coahuila, Nuevo Leon and Tamaulipas.


RIO VISTA: Earns $4.7 Million Net Income in Quarter Ended Sept. 30
------------------------------------------------------------------
Rio Vista Energy Partners LP reported $4.7 million of net income
on $191,000 of revenues for the quarter ended Sept. 30, 2006,
compared with a $1.1 million net loss on zero revenues for the
same period in 2005.

There were no revenues during the three months ended Sept. 30,
2005, since the LPG transportation business did not commence until
August 22, 2006.

The reversal from a net loss in the 2005 quarter to a net income
in the 2006 quarter is mainly due to a $5.2 million net gain on
sale of LPG assets in the current quarter compared to none in the
2005 period.  This is related to the August 2006 sale and
assignment to TransMontaigne of certain LPG assets.

At Sept. 30, 2006, the company's balance sheet showed
$18.4 million in total assets, $2.1 million in total liabilities,
and $16.2 million in total partners' capital.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1815

                       Going Concern Doubt

As reported on the Troubled Company Reporter on May 5, 2006,
Burton Mccumber & Cortez, L.L.P., in Brownsville, Texas, raised
substantial doubt about the ability of Rio Vista Energy Partners
L.P. to continue as a going concern after auditing the company's
consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.

According to Burton Mccumber, Rio Vista's ability to continue as a
going concern is dependent on Penn Octane Corporation's ability to
continue as a going concern, and continued sales to P.M.I. Trading
Limited at acceptable volumes and margins to provide sufficient
cash flow to pay: (a) Rio Vista's expenses, (b) the TransMontaigne
Note, and (c) guarantees of Penn Octane's obligations assuming
Penn Octane's inability to pay those obligations.

Penn Octane Corporation is an affiliate of the company and its
supplier of liquefied petroleum gas under a long-term supply
agreement.  P.M.I. Trading Limited is Rio Vista's primary customer
for LPG.  PMI, a subsidiary of Petroleos Mexicanos -- the state-
owned Mexican oil company -- is the exclusive importer of LPG in
Mexico.  PEMEX distributes the LPG purchased from PMI into the
northeastern region of Mexico.
  

                         About Rio Vista

Headquartered in Houston, Texas, Rio Vista Energy Partners L.P.
(NasdaqGM: RVEP) -- http://www.riovistaenergy.com/-- buys,  
transports and sells liquefied petroleum gas.  Rio Vista owns and
operates terminal facilities in Brownsville, Texas and in
Matamoros, Tamaulipas, Mexico and approximately 23 miles of
pipelines, which connect the Brownsville Terminal Facility to the
Matamoros Terminal Facility.  The primary market for Rio Vista's
LPG is the northeastern region of Mexico, which includes the
states of Coahuila, Nuevo Leon and Tamaulipas.


RONALD STONE: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ronald B. Stone
        9511 Dabney Carr Drive
        Louisville, KY 40299

Bankruptcy Case No.: 06-33601

Chapter 11 Petition Date: December 22, 2006

Court: Western District of Kentucky (Louisville)

Judge: Joan A. Lloyd

Debtor's Counsel: William Stephen Reisz, Esq.
                  Foley Bryant & Holloway
                  500 W. Jefferson St., Suite 2450
                  Louisville, KY 40202
                  Tel: (502) 569-7550
                  Fax: (502) 561-0025

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   RW, Ltd., Co.                            $1,152,022
   c/o Jonathon N. Amlung
   616 South Fifth St.
   Louisville, KY 40202

   Advanta Bank Corp.                          $19,566
   P.O. Box 8088
   Philadelphia, PA 19101

   AAA Financial Services                      $10,639
   P.O. Box 15288
   Wilmington, DE 19886

   Citi Cards                                  $10,286
   P.O. Box 183063
   Columbus, OH 43218

   Chase                                       $10,281
   P.O. Box 94017
   Palatine, IL 60094

   Citibank Mastercard                          $8,877
   P.O. Box 8013
   South Haokenback, NJ 07605

   American Express                             $5,458
   P.O. Box 360002
   Ft. Lauderdale, FL 33336


ROO GROUP: Posts $3.7 Million Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Roo Group Inc. reported a $3.7 million net loss on $2.2 million of
revenues for the quarter ended Sept. 30, 2006, compared with a
$2.5 million net loss on $1.6 million of revenues for the same
period in 2005.

The increase in net loss is primarily due to the increase in  
operating expenses, sales and marketing, and general and
administrative expenses.

The increase in sales and marketing expenses were primarily due to
an increase in sales and marketing personnel.

The increase in general and administrative expenses was due to the
increase in non-cash costs of $581,000 which consists of stock
based compensation expense on stock options of $452,000 and
valuation on warrants for consulting services of $129,000 plus
$542,000 that is primarily due to an increase in salaries for
administrative support related to the company's increased
operations.

At Sept. 30, 2006, the company's balance sheet showed $9.2 million
in total assets, $4 million in total liabilities, $123,000 in
minority interest, and $5.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1806

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 29, 2006,
Moore Stephens, P.C., in New York, raised substantial doubt about
ROO Group Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the company's
recurring losses and negative cash flows from operations.

ROO Group, Inc. (OTC BB: RGRP.OB) -- http://www.roo.com/-- is a  
global provider of digital media solutions and technology that
enables the activation, marketing and distribution of digital
media video content over the Internet and emerging broadcasting
platforms such as set top boxes and wireless.  ROO offers turnkey
video solutions for businesses seeking to improve their web
presence with video broadcasts or broadcast their own latest video
clips.  ROO helps business advertise their latest offering with
interactive advertising solutions, 15-30 second video commercials
with a linked call to action and played simultaneously with
topical video content in a television style format over the
Internet.


SBARRO INC: MidOcean Partners Deal Cues S&P's Developing Watch
--------------------------------------------------------------
Standard & Poor's Rating Services revised the CreditWatch listing
on Sbarro Inc. to developing from negative.

"The revision comes as the potential for a downgrade has decreased
because the acquisition of the company by MidOcean Partners will
not significantly change the capital structure," said Standard &
Poor's credit analyst Diane Shand.

"In addition, because the company has had positive operating
performance for the past three years an upgrade is a possibility."

The corporate credit rating is 'CCC+'.

The Nov. 29, 2006, CreditWatch listing comes after the company's
report that it had agreed to be acquired by private equity
investors, MidOcean Partners, for an undisclosed sum.


SCIENTIFIC GAMES: Moody's Rates New $200 Million Loan at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Ba1, LGD2, 25% rating to
Scientific Games Corporation's new $200 million Term Loan E,
affirmed the company's Ba2 corporate family rating, affirmed the
Ba3, LGD5, 80% rating on the $200 million senior subordinated
notes, and revised to Ba1, LGD2, 25% from Baa3, LGD2, 21% the
ratings on the existing $100 million Term Loan C, $150 million
Term Loan D and $300 million revolver based upon the application
of Moody's Loss Given Default methodology.

The rating outlook is stable.

The proceeds from the new term loan will be used to reduce
borrowings under the revolving credit facility.  Although there
will be no increase in actual reported funded debt, the LGD
methodology assumes 50% of baseline revolver availability will be
drawn.  Therefore, the rating change on the bank facilities was
driven by a higher level of modeled outstanding senior relative to
subordinate debt.

The rating affirmation reflects Moody's expectation that debt to
EBITDA will peak at about 3.5x, but will fall to around 3.25x by
year-end 2007 due to anticipated earnings growth.  Given that debt
to EBITDA has risen, a share repurchase program has been
initiated, and the company is integrating recently acquired
companies, upward rating momentum is not anticipated.

The rating outlook could be changed to negative or ratings
downgraded if: the company's debt to EBITDA ratio were to rise
above 3.5x in the context of a weaker operating environment or
change in financial policy, or if the pace of acquisition activity
rises before leverage is reduced.

Moody's previous rating action occurred on Sept. 28, 2006 when
Moody's changed the company's ratings under the LGD methodology.

Scientific Games Corp. is a provider of services, systems and
products to both the instant ticket lottery industry and pari-
mutuel wagering industry.  The company operates in three business
segments: Printed Products, Lottery Systems, and Diversified
Gaming; revenues for the last twelve months ended Sept. 30, 2006
were $868 million.


SHIMBA HILLS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Shimba Hills Coffee Company, Inc.
        601 F Street, NW
        Washington, DC, DC 20004

Bankruptcy Case No.: 07-00004

Type of Business: The Debtor supplies specialty whole bean coffees
                  to the regional supermarkets.
                  See http://www.shimbahillscoffee.com/

Chapter 11 Petition Date: January 3, 2007

Court: District of Columbia (Washington)

Debtor's Counsel: Ronald M. Levin, Esq.
                  Hall, Estill, Hardwick Gable, Golden
                  1120 20th Street, NW Suite 700, North Building
                  Washington, DC 20036
                  Tel: (202) 973-1200
                  Fax: (202) 973-1212

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Buch Construction Co.         Trade debt                $546,000
10945 Johns Hopkins Road
Laurel, MD 20723

WSC Marketing                 Trade debt                 $99,537
601 F Street, NW
Washington, DC, DC 20004

Shalin Carter                 Trade debt                 $75,000
408 Franklin Street, NW
Washington, DC, DC 20001

DC Arena                      Trade debt                 $33,406

Tal Roberts                   Trade debt                 $25,000

Brother Johnson               Trade debt                 $25,000

Clear Channel Outdoor         Trade debt                  $6,500

Ground Control                Trade debt                  $5,000

Pack Plus Convertibles        Trade debt                  $4,000

Dynamic Advertising           Trade debt                  $2,000
Solutions

Cafe Pronto                   Trade debt                  $1,919

Verizon                       Trade debt                  $1,800

Soups On                      Trade debt                  $1,800

Sysco Food Service of         Trade debt                  $1,798
Baltimore

Time Payment                  Trade debt                  $1,488

High Noon                     Trade debt                  $1,400

Jiffy Plumbing & Heating      Trade debt                  $1,309

Quick Messenger Service       Trade debt                  $1,100

Bread & Chocolate             Trade debt                  $1,100

Revolution Tea                Trade debt                    $704


SEA CONTAINERS: Wants Until June 12 to File Chapter 11 Plan
-----------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
their exclusive period to:

   (a) propose and file a plan of reorganization to and including
       June 12, 2007; and

   (b) solicit acceptances of that plan to and including
       August 11, 2007.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that since filing for bankruptcy,
the Debtors have concentrated on stabilizing their business
operations, managing a smooth transition to operating under
Chapter 11 protection, and continuing to develop and implement
their restructuring plan which will form the basis of a
confirmable plan of reorganization.  Specifically, the Debtors
have:

   (1) filed several "first day" motions, which have been
       approved by the Court on an interim or final basis;

   (2) sought and obtained interim Court approval to make
       statutory payments to dismissed employees, which relief
       has minimized the disruption to their business operations
       associated with the commencement of the Chapter 11 cases;

   (3) filed a petition with the Bermuda Supreme Court to wind up
       Sea Containers Ltd., and sought the appointment of point
       provisional liquidators with limited powers, which
       appointment provides SCL with the additional protection
       statutory moratorium that ensures that no creditor or
       other party with standing could take action against SCL or
       its assets in Bermuda;

   (4) prepared and filed retention applications for various
       professionals to assist in their reorganization efforts.
       Among other professionals, the Court has approved the
       retention of Sidley Austin LLP, PricewaterhouseCoopers
       LLP, Collinson Grant Ltd., Towers Perrin, and Carter
       Ledyard & Milburn LLP;

   (5) filed an application to employ ordinary course
       professionals and a request to establish compensation
       procedures for professionals, which request was Court-
       approved on November 8, 2006;

   (6) devoted considerable time and resources addressing various
       business issues related to GE SeaCo SRL, as well as
       responding to the request of GE Capital Container SRL and
       GE Capital Container Two SRL for relief from the automatic
       stay to proceed with arbitration; and

   (7) continue to identify and implement significant business
       measures, including valuing and marketing various
       businesses and other assets for sale to maximize the value
       of the businesses and assets located across the group and
       the potential return to the Debtors' creditor
       constituencies.

Mr. Brady tells the Court that the Debtors' sufficiently large
and complex cases warrant an extension of their Exclusive
Periods.  As of June 30, 2006, SCL, on a consolidated basis with
all its subsidiaries, had total assets having a net book value of
$1,673,000,000, including assets of its former subsidiary Silja
Oy Ab which has since been sold.  

According to Mr. Brady, the company's capital structure adds
additional complexity because many of the Non-Debtor Subsidiaries
have historically relied on SCL to provide financing for their
various operational needs, including funding for the payment of
Non-Debtor Subsidiaries' creditors, funding required to preserve
the value of assets held by Non-Debtor Subsidiaries, and funding
to maintain the business operations of the Non-Debtor
Subsidiaries.  

The Debtors' Chapter 11 Cases have the additional complexity of
dealing with foreign creditors, vendors and legal issues in a
multitude of foreign jurisdictions, including the coordination
with the JPLs and the proceedings in Bermuda, Mr. Brady adds.  

Mr. Brady assures the Court that the extension will not harm the
Debtors' creditors or other parties-in-interest and will be used
for a proper purpose that is to develop a feasible plan of
reorganization, which is in the best interests of all of the
Debtors' constituencies.  

                    About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight     
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


SEA CONTAINERS: Wants Until May 13 to Decide on Leases
------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend the
original 120-day period to assume or reject real property leases
through and including May 13, 2007, pursuant to Section 365(d)(4)
of the Bankruptcy Code.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Real Property Leases
include:

   (1) lease of the 5th, 11th, 12th, 13th and 14th floors of Sea
       Containers House, 20 Upper Ground, in London SEl, United
       Kingdom, between Archlane Limited and Sea Containers
       Services Ltd., dated March 25, 1988, and expiring December
       24, 2011;

   (2) lease of the second basement, first basement, ground
       12th and 13th floors of Sea Containers House, 20
       Upper Ground London SEl between Archlane Limited and Sea
       Containers Services dated March 25, 1988, and expiring
       December 24, 2011; and

   (3) lease of Arches 1-12 and 15 and 16 beneath Southwark
       Bridge, Southern Approach, Park Street, London SE 1,
       between The Mayor and Commonalty and Citizens of the City  
       of London as Trustees of the Bridge House Estates and Sea
       Containers Services commencing August 20, 2003, and
       expiring December 25, 2011.

The office spaces at Sea Containers House serve as Sea Containers
Services' headquarters and of the direct and indirect U.K.
subsidiaries of Sea Containers Ltd.

Mr. Brady discloses that Sea Containers Services conducts
substantially all of its business activities from the Premises.  
For the benefit of SCL, itself, and certain of the Non-Debtor
Subsidiaries, Sea Containers Services' employees at the Premises,
among other things:

     * manage financial and accounting services;
     * operate information technology systems;
     * provide administrative services; and
     * manage payroll and other human resource services.  

In addition, certain of the U.K. Subsidiaries and affiliated
entities of the Debtors sublease office space at the Premises
from Sea Containers Services.  

Mr. Brady informs Judge Carey that Sea Containers Services is not
prepared to:

   (i) assume the Premises Leases and obligate the estate for the
       remaining five year terms under the Premises Leases; or

  (ii) reject the Leases before the expiration of the 120 days
       set forth in Section 365(d)(4) because Sea Containers
       Services' and the U.K. Subsidiaries' operations would be
       required to immediately relocate.

Mr. Brady says an extension is warranted because:

   (a) Sea Containers Services is current on its obligations
       under the Premises Leases and intends to continue to
       fulfill their obligations under the Leases on a timely
       basis, unless the Leases are rejected;

   (b) as the headquarters of Sea Containers Services and the
       U.K. Subsidiaries, the Premises serve an important role in
       preserving the continuity of the Debtors' ongoing
       operations;

   (c) the Debtors' Chapter 11 Cases are large and complex, and
       it is important that they be afforded a reasonable
       opportunity to address the myriad of issues implicated by
       the ongoing restructuring efforts before they are forced
       to make a long term decision concerning the Premises; and

   (d) the Debtors and its creditor constituencies have not had
       sufficient time to formulate a plan of reorganization,
       which formulation will require the participation of
       multiple constituencies including several with rights
       which may emanate from foreign law.

                    About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight     
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


SMARTIRE SYSTEMS: Oct. 31 Balance Sheet Upside-Down by $34.8 Mil.
-----------------------------------------------------------------
SmarTire Systems Inc. reported a $5.3 million net loss on $851,779
of revenues for the first quarter ended Oct. 31, 2006, compared
with an $18.2 million net loss on $592,866 of revenues for the
same period in 2005.

The decrease in net loss is mainly due to the $15.7 million
decrease in interest and financing expense. Interest and finance
charges for the three months ended Oct. 31, 2006 includes non-cash
interest of $1.9 million compared to non-cash interest charges of
$16.7 million for the three months ended Oct. 31, 2005.  Of the
$16.7 million non-cash interest charges, $16.3 million were for
amortization of deferred financing fees.     
                
The company's balance sheet at Oct. 31, 2006, showed $6.1 million  
in total assets, $38.7 million in total liabilities, and 2.2
million in preferred shares subject to mandatory redemption,
resulting in a stockholders' deficit of $34.8 million.

At Oct. 31, 2006, the company's balance sheet also showed strained
liquidity with $3.6 million in total current assets available to
pay $4.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?1810   

                           About SmarTire

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/--develops  
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.


TANGO BRANDED: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tango Branded Entertainment, LLC
        20750 Civic Center Drive, Suite 300
        Southfield, MI 48076

Bankruptcy Case No.: 06-59217

Chapter 11 Petition Date: December 26, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Gary H. Cunningham, Esq.
                  Cox, Hodgman & Giarmarco, P.C.
                  101 West Big Beaver Road
                  Tenth Floor Columbia Center
                  Troy, MI 48084
                  Tel: (248) 457-7056
                  Fax: (248) 457-7001

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Richard J. Gagnon                                     $1,147,900
20750 Civic Center Drive
Suite 300
Southfield, MI 48076

Live Nation Worldwide, Inc.                             $148,208
Attention: Miranda Bradley
2000 West Loop South
Suite 1300
Houston, TX 77027

Mark T. Johnson               Employee Wages            $100,200
200 West 54th Street          Due
New York, NY 10019

Mary K. Seipke                Employee Wages            $100,200
32501 Romsey Road, Suite 300  Due
Franklin, MI 48025

David E. Logan                Employee Wages             $84,350
1 Fremont Road                Due
Sleepy Hollow, NY 10591

Mediascape, LLC                                          $48,912
Attention: Diane Louinger
20750 Civic Center Drive
Southfield, MI 48076

GTA, Inc.                                                $40,736
Attention: Diane Louinger
20750 Civic Center Drive
Suite 300
Southfield, MI 48076

Kriss Feuerstein & Katz LLP                              $25,837
360 Lexington Avenue
Suite 1300
New York, NY 10017

TPG Planning & Design, LLC                               $21,547
Attention: J. Lim
360 Park Avenue South
New York, NY 10010

AMA Consulting Engineers, PC                             $16,592
Attention: Ellen Borowski
250 West 39th Street
9th Floor
New York, NY 10018

Andrea Gagnon                 Employee Wages             $16,450
1965 N. Maud Avenue, Unit D   Due
Chicago, IL 60614

Mark T. Johnson                                          $13,201
200 West 54th Street
New York, NY 10019

Chadbourne & Park LLP                                     $9,091
Attention: B. Barrera
30 Rockerfeller Plaza
New York, NY 10012

Patricia Kay Cox                                          $8,260
308 Dogwood Lane
Ortonville, MI 48462

ALCOS Insurance                                           $5,487
Attention: Daniel West
35735 Mound Road
P.O. Box 8029
Sterling Heights, MI 48311

Roger L. Armstrong                                        $4,858
2574 Aspen Springs Drive
Park City, UT 84060

Shem, Milsom & Wilke, Inc.                                $4,162
Attention: B. Houghton
417 Fifth Avenue, 5th Floor
New York, NY 10016

Gold Productions, Ltd.                                    $4,152
Attention: Brian Gold
20750 Civic Center Drive
Suite 120
Southfield, MI 48076

Mary Katherine Seipke                                     $3,572
32501 Romsey Road
Franklin, MI 48025

Reising, Ethington, Barnes,                               $2,691
Kissele, PC
Attention: R. Collins
P.O. Box 4390
Troy, MI 48099


TERWIN MORTGAGE: Moody's Rates Class B-5 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
notes issued by Terwin Mortgage Trust 2006-12SL and ratings
ranging from Aa2 to Ba1 to the subordinate notes in the deal.

The securitization is backed by Ameriquest, Greenpoint Mortgage
Funding Inc. and various other mortgage lender-originated home
equity lines-of-credit and closed-end second lien residential
mortgage loans acquired by Terwin Securitization LLC.

The rating on the senior notes is based primarily on the note
insurance policy provided by Financial Security Assurance, Inc.,
whose insurance financial strength is rated Aaa.  The senior notes
also benefit from protection against credit losses provided by
subordination, excess spread, and overcollateralization.  

The ratings on the subordinate notes and the class G certificates
are based primarily on the credit quality of the loans and the
protection against credit losses provided by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
an interest-rate swap agreement provided by Bear Stearns Financial
Products Inc.

Moody's expects collateral losses to range from 7.05% to 7.55%.

Specialized Loan Servicing LLC and Greenpoint Mortgage Funding,
Inc. will service the mortgage loans and LaSalle Bank Nation
Association will act as master servicer.  Moody's has assigned
LaSalle its servicer quality rating of SQ3 as a master servicer of
residential mortgage loans.

These are the rating actions:

   * Terwin Mortgage Trust 2006-12SL
   * Asset-Backed Securities, Series 2006-12SL

                  Class A-1, Assigned Aaa
                  Class A-2, Assigned Aaa
                  Class A-IO,Assigned Aaa
                  Class M-1, Assigned Aa2
                  Class M-2, Assigned Aa3
                  Class M-3, Assigned A2
                  Class B-1, Assigned A3
                  Class B-2, Assigned Baa1
                  Class B-3, Assigned Baa2
                  Class B-4, Assigned Baa3
                  Class B-5, Assigned Ba1
                  Class G,   Assigned Aaa

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.


TITAN GLOBAL: Completes New $22.6 Million Refunding with Greystone
------------------------------------------------------------------
Titan Global Holdings Inc. successfully completed a new
$15 Million revolving credit facility and $7.6 million senior term
loan with Greystone Business Credit II, LLC, and will save the
company more than $3.6 million in annual cash flow and reduce
outstanding stock by 1.25 million shares and reduce the fully
diluted outstanding shares more than 3.5 million shares.

"Last month Titan reported on the completion of its letter of
intent with Greystone.  As projected, we closed the financing
prior to Dec. 31, 2006.  Our new financing willsubstantially
reduce our cumulative financing cost and monthly cash payments,"
said David Marks, Chairman of Titan Global Holdings.  "Coupled
with our record setting financial results for our last fiscal
year, we believe that this refinancing will be a significant
factor in our continued efforts to build shareholder value.  
Our shareholders can expect Titan to utilize these funds to
exploit aggressive organic and strategic opportunities."

The new Greystone financings were used to repay the
existing credit facilities of each Titan Division, including
a $5.6 million term loan for repayment of Oblio's loans with
CapitalSource Finance, LLC, and a $2 million term loan for Titan's
Electronics and Homeland Security Division's senior convertible
loans due to Laurus Master Fund, Ltd., and provide for future
working capital requirements.

"We were pleased to work with Titan and its talented management
team.  Our financing will help Titan meet its growth objectives,"
stated Drew Neidorf, President of Greystone Business Credit II.  
"Greystone is equipped to design and implement creative and swift
financing facilities for emerging growth companies such as Titan."

"In addition, we look forward to working with Titan to design
financing solutions for its synergistic acquisition candidates and
future working capital needs," said Joel Flig, Executive Vice
President of Greystone Business Credit II.

Pursuant to an agreement Titan reached in September with Laurus,
the refinancing led to the complete refinance of all sums owed
Laurus.  Therefore, Titan exercised its option right to purchase
1,250,000 Titan common shares held by Laurus and reduced the fully
diluted outstanding shares by a net of 3,545,000.

The Greystone Revolving Credit Facility has a term of three years
and an interest rate of the Prime Rate of Citibank, N.A. plus
1.50%, and the Senior Term Loan has a term of three years and will
be amortized over four years on a straight line basis with an
interest rate of the Prime Rate of Citibank, N.A., plus 6%.

"We intend to utilize the cash flow savings from this
financing to exploit organic and strategic opportunities for
the acceleration of business operations and revenue-growing
activities in both divisions," stated Bryan Chance, President and
Chief Executive Officer of Titan Global Holdings, Inc.  "We are
also working diligently to recover federal excise taxes and
universal service fund fees paid which will accelerate the
retirement of the Greystone senior loan and provide for future
strategic and working capital needs as well."

Recently Titan reported record financial results for the fiscal
year ended Aug. 31, 2006, with the Company's divisions generating
a total of $109 million in revenues, representing a 382 percent
increase over the previous fiscal year.  The Company also reported
$7.9 million in earnings before interest, taxes, depreciation and
amortization, versus an EBITDA loss of
$2.1 million the previous year.

Headquartered in Salt Lake City, Utah, Titan Global Holdings, Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- operates  
through three divisions: Oblio Telecom, Inc., Titan PCB East, Inc.
and Titan PCB West, Inc.  Oblio is engaged in the creation,
marketing, and distribution of prepaid telephone products for the
wire line and wireless markets and other related activities.  
Titan PCB is a printed circuit board manufacturer providing
competitively priced time-sensitive, quality products to the
commercial and military electronics markets.  Titan PCB offers
high layer count, fine line production of rigid, rigid-flex and
flex PCBs.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2006, Wolf
& Company, P.C., in Boston, Massachusetts, raised substantial
doubt about Titan Global Holdings, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the fiscal year ended Aug. 31, 2005.  The auditor
pointed to the Company's significant operating losses, high debt
levels, defaults on debt covenants, and negative working capital.


TITANIUM METALS: Sells Valtimet Stake to ValTubes for $75 Million
-----------------------------------------------------------------
Titanium Metals Corporation has completed the sale of its 43.7%
interest in Valtimet SAS to ValTubes, SAS for $75 million in cash.

Valtimet SAS is a manufacturing joint venture between Timet,
ValTubes SAS, Sumitomo Metals Industry and Sumitomo Corp formed in
1997 for the manufacture of welded stainless steel and titanium
tubing.  The company had contributed its wholly owned titanium
tubing facility to the Valtimet joint venture in 1997.

The company will report a pre tax gain on the sale of its interest
in Valtimet of approximately $39 million in its fourth quarter
results.  TIMET and Valtimet also entered into a new long-term
agreement pursuant to which TIMET will supply up to 2,500 metric
tons of titanium strip annually to Valtimet for use in the
manufacture of welded titanium tubing.

Steven L. Watson, vice chairman and chief executive officer, said,
"This sale transaction allows us to monetize our minority non-
controlling joint venture interest position in Valtimet at an
attractive value and redeploy the proceeds into expansion of our
productive capacity or other growth opportunities in our core and
emerging business segments that we believe will provide the
opportunity for an increased return on investment.  The new supply
agreement provides us the opportunity to continue to participate
in the welded tubing market segment on attractive terms.  After
application of the proceeds of the sale to pay down our bank
borrowings, we will have no net debt.  We have a strong balance
sheet and significant sources of capital and liquidity to allow us
to capitalize on capacity expansion projects across all stages of
our production process and invest in other growth opportunities as
we continue to respond to the long-term positive outlook across
major current and emerging markets."

Headquartered in Dallas, Texas, Titanium Metals Corporation
(NYSE: TIE) -- http://www.timet.com/-- is a worldwide producer of  
titanium metal products.

                           *     *     *

Moody's Investors Services placed a Caa1 issuer rating and B3 LT
Corp Family Rating on Titanium Metals.            


WASHINGTON MUTUAL: Moody's Rates Class B-2 Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Washington Mutual Asset-Backed
Certificates, WMABS Series 2006-HE5 Trust, and ratings ranging
from Aa1 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by People's Choice Home Loans Inc.,
First NLC Financial Services, LLC and other originators'
originated adjustable-rate and fixed-rate subprime mortgage loans.  
The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization and excess spread.  

Moody's expects collateral losses to range from 5.75% to 6.25%.

Washington Mutual Bank will service the loans.  Moody's has
assigned Washington Mutual Bank its servicer quality rating of SQ2
as a servicer of subprime mortgage loans.

These are the rating actions:

   * Issuer: Washington Mutual Asset-Backed Certificates, WMABS
     Series 2006-HE5 Trust

                   Class I-A, Assigned Aaa
                   Class II-A-1, Assigned Aaa
                   Class II-A-2, Assigned Aaa
                   Class II-A-3, Assigned Aaa
                   Class M-1, Assigned Aa1
                   Class M-2, Assigned Aa2
                   Class M-3, Assigned Aa3
                   Class M-4, Assigned A1
                   Class M-5, Assigned A2
                   Class M-6, Assigned A3
                   Class M-7, Assigned Baa1
                   Class M-8, Assigned Baa2
                   Class M-9, Assigned Baa3
                   Class B-1, Assigned Ba1
                   Class B-2, Assigned Ba2

The Class B-1 and B-2 certificates were sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under Rule 144A.


WEIGHT WATCHERS: Moody's Rates Proposed $1.2 Bil. Sr. Loan at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$1.2 billion senior secured term loan facility of Weight Watchers
International, Inc. and affirmed existing credit ratings.

The rating outlook remains stable.

The proceeds from the $1.2 billion credit facility are expected to
be used to fund share purchases, refinance the indebtedness of its
subsidiary, WeightWatchers.com, and pay related fees and expenses.  
The existing $850 million credit facility is expected to remain
outstanding at closing.

On Dec. 18, 2006, Weight Watchers reported that it commenced a
self-tender offer for up to 8.3 million shares of its common stock
and also entered into an agreement with Artal Holdings Sp. z o.o.,
its majority shareholder.  The agreement with Artal provides that
Weight Watchers will purchase from Artal shares of its common
stock so that Artal's percentage ownership in Weight Watchers
after the tender offer will be substantially equal to its current
level of approximately 55.2%.

Prior to its recent report, Weight Watchers' credit metrics were
strong for the Ba1 rating category, but reflected uncertainty
related to the firm's target capital structure and expected
financial policies.

Although the reported transaction will result in pro forma
leverage and cash flow metrics that are weak for the rating
category, these metrics are expected to improve in 2007.

Moody's expects profitability in 2007 to benefit from new business
initiatives and expects the company to utilize internal cash
generation to repay a portion of the transaction indebtedness.  
The Ba1 corporate family rating continues to reflect high levels
of pretax income, impressive profit margins and solid geographic
diversification.  The ratings are constrained by reliance on a
single brand and potential threats from new competitors and
products.

Moody's took these rating actions for Weight Watchers:

   -- Assigned $700 million add-on senior secured term loan A
      facility due 2013, Ba1, LGD3, 34%;

   -- Assigned $500 million add-on senior secured term loan B
      facility due 2014, Ba1, LGD3, 34%;

   -- Affirmed $500 million senior secured revolving credit
      facility due 2011, Ba1, LGD3, 34%;

   -- Affirmed $350 million senior secured term loan A facility
      due 2011, rated Ba1, to LGD3, 34%;

   -- Affirmed Corporate Family Rating, Ba1; and,

   -- Affirmed Probability of Default Rating, Ba2.

Moody's affirmed the credit ratings of WeightWatchers.com and will
withdraw such ratings upon the repayment of its rated debt with
the proceeds from the add-on term loan facilities.

The stable ratings outlook anticipates solid revenue and
profitability growth in 2007 driven by recent franchise
acquisitions, implementation of price increases in portions of
North America and Europe, new marketing campaigns and wider roll-
out of new monthly and seasonal membership plans.  Free cash flow
generation is expected to be primarily utilized for debt
repayment.

The company's willingness to substantially increase leverage in
connection with its pending share purchase is inconsistent with an
investment grade rating profile.  Consequently, the ratings are
unlikely to be upgraded in the intermediate term.  

However, over the long term, an upgrade is possible if the
company:

   -- grows profitability or repays indebtedness such that EBIT
      coverage of interest and free cash flow to debt are
      sustained for a few years at over 4.5x and 12%,
      respectively; and,

   -- demonstrates a commitment to conservative financial
      policies.

The ratings could be pressured by another large share repurchase
in the near term or a failure to achieve anticipated improvements
in credit metrics during the next year.  Credit metrics could
remain weak within the rating category if attendance levels or
operating margins decline and term loan repayments are materially
below Moody's expectations.  A downgrade is possible if EBIT
coverage of interest and free cash flow to debt are expected to be
sustained at less than 2.5x and 8%, respectively.

Headquartered in New York, New York, Weight Watchers is a leading
global provider of weight management services, operating globally
through a network of company owned and franchised operations.
Revenues for the twelve months ended Sept. 30, 2006, were
$1.2 billion.


WOLDRICH HOLDINGS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Woldrich Holdings, Inc.
        17617 North 25th Avenue, #2
        Phoenix, AZ 85023

Bankruptcy Case No.: 07-00009

Chapter 11 Petition Date: January 2, 2007

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott H. Coombs, Esq.
                  Coombs & Associates
                  4041 S. Mcclintock, #304
                  Tempe, AZ 85282
                  Tel: (480) 839-4828
                  Fax: (480) 897-1461

Estimated Assets: $0 to $10,000

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
John & Constance Bigelow      Corporate Debt          $1,400,000
c/o Atty. Robert Bauer
7301 N. 16th Street
Phoenix, AZ 85020


XENONICS HOLDINGS: Eisner LLP Raises Going Concern Doubt
--------------------------------------------------------
Eisner LLP, in New York, raised substantial doubt about Xenonics
Holdings Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended September 30, 2006.  The auditor pointed to the
company's incurred recurring losses and accumulated deficit.

The company reported a $1,488,000 net loss on $4,833,000 of total
revenues for the year ended Sept. 30, 2006, compared with
$5,004,000 net loss on $4,434,000 revenues in the comparable
period of 2005

At Sept. 30, 2006, the company's balance sheet showed $3,065,000
in total assets and $665,000 in total liabilities, resulting in a
$2,400,000 stockholders' equity.

A full-text copy of the company's 2006 Annual Report is available
for free at http://ResearchArchives.com/t/s?180f

Xenonics Holdings Inc. through its subsidiary, Xenonics Holdings
Inc. -- http://www.xenonics.com/-- develops and produces  
illumination products for military, law enforcement, public
safety, and commercial and private sector applications.


XPEDIOR INC: Court Enters Final Decree Closing Chapter 11 Cases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
entered a final decree closing the bankruptcy cases of Xpedior
Incorporated and its debtor-affiliates.

As reported in the Troubled Company Reporter on July 27, 2006,
Sandra A. Reese, the liquidation trustee in Xpedior's bankruptcy
cases, sought authority from the Court to enter a final decree
closing the bankruptcy cases.

On March 28, 2002, the Court confirmed the Debtors' Amended
Consensual Joint Plan of Liquidation, which resulted in, among
other things:

   a. the Debtors' estates being substantively consolidated;

   b. the creation of a liquidation trust, to which all the
      Debtors' assets were transferred;

   c. approval of a Trust Agreement, pursuant to which Sandra A.
      Reese was named Trustee of the Trust and granted authority
      to, among other things:

      -- hire professionals to assist with her duties under the
         Trust Agreement and the Plan;

      -- pursue all causes of action on behalf of the Debtors;

      -- compromise any and all claims asserted against the
         Debtors' assets;

      -- liquidate the Debtors' remaining assets; and

      -- make distributions to the Debtors' creditors in
         accordance with the Plan;

   d. the continuation of the Committee as the "Post-
      Confirmation Committee," which had the right to consult with
      the Trustee in accordance with the Trust Agreement and the
      Plan; and

   e. the appointment of Daniel F. Dooley as Special Litigation
      Trustee to investigate, prosecute and resolve, among other
      things, certain causes of action against Committee members
      and the Debtors' former officers and directors.3

The Trustee has liquidated all the Debtors' assets and the Trustee
and the Special Litigation Trustee have resolved all motions,
contested matters and adversary proceedings, including, without
limitation, all claim objections, preference actions and causes of
action against the Debtors' former officers and directors.  In
connection therewith, the Trustee and the Special Litigation
Trustee accomplished these results:

   1) secured claims were reduced from $2,455,489 to $9,677;

   2) priority claims were reduced from $6,523,153 to $1,064,625;

   3) general unsecured claims were reduced from $43,498,801 to
      $9,462,775;

   4) several thousand possible avoidance actions were
      investigated and approximately 98 adversary proceedings
      under Sections 547 and 548 of the Bankruptcy Code were
      commenced, resulting in collections totaling $1,542,199; and

   5) accounts receivable collections totaled $1,181,810.

Also, the Liquidation Trustee and the Bankruptcy Professionals
investigated and pursued various other matters which resulted in
miscellaneous receipts and collections totaling $1,039,167 as of
June 22, 2006 from several sources including, without limitation,
distributions from the Debtors' many international subdivisions
(almost all of which were undergoing various forms of liquidation
proceedings), domestic and international tax refunds,
distributions from other companies in bankruptcy and investment
income.

In addition, the Trustee and the Special Litigation Trustee
settled these two substantial matters:

   (a) the Special Litigation Trustee settled a lawsuit against
       certain of the Debtors' former officers and directors which
       resulted in a collection of $575,000 in March and May of
       2005; and

   (b) the Liquidation Trustee settled a class action suit, in
       which the Trust was the lead plaintiff, which resulted in a
       collection of $473,520 (net of attorneys' fees and
       expenses) in December of 2005.

As a result, all secured and priority claims were paid in full and
the Debtors' unsecured creditors received a 100% distribution on
account of their claims.  General unsecured creditors also
recovered $2,513,244 in interest in accordance with Section 5.4 of
the Plan.  Thus, not only have all claims and all litigation been
resolved, but the Trustee has also completed all distributions to
creditors contemplated by the Plan.  Accordingly, the Debtors'
estates have been fully administered.

As of June 22, 2006, the Trustee is still holding around
$1,002,875 in the estate.  However, the Plan does not provide to
whom the Remaining Funds should be distributed and all equity
interests in the Debtors have been terminated and waived.  The
Plan provided for the cancellation and extinguishment of all the
common stock of the Debtors; thus, no common shareholder of any of
the Debtors is entitled to receive any distribution from the
Debtors' estates or further notices in these cases.  In addition,
although the Debtors' preferred shares were not outright cancelled
under the Plan, distributions could only be made to a preferred
shareholder after:

   (1) payment in full of all Allowed Secured Claims, all Allowed
       Administrative Claims, all Allowed Priority Claims, and all
       Allowed Unsecured Claims; and

   (2) the expiration of 120 days after the mailing of the final
       and last distribution to any Creditor.

Xpedior's only preferred shareholder, PSINet Consulting Solutions
Holdings, Inc., also expressly waived any and all claims against
and interests in the Debtors.

Nevertheless, the Trustee and her attorneys propose, after having
consulted with the U.S. Trustee, that the Remaining Funds be
donated to charity.

Headquartered in Chicago, Illinois, Xpedior Incorporated (fka
Metamor Consulting Solutions Inc.) designs, develops and provides
innovative and comprehensive eBusiness solutions to Global 2000
companies and emerging internet businesses.  The company and its
debtor-affiliates filed for bankruptcy on April 20, 2001 (Bankr.
N.D. Ill. Case No. 01-14424).  Colleen E. McManus, Esq. at DLA
Piper Rudnick Gray Cary US LLP, Matthew Gensburg, Esq., at
Greenberg Taurig LLP, and Steven H Newman, Esq., at Esanu Katsky
Kornis & Siger LLP represent the Debtors.


* Drinker Biddle and Gardner Carton Officially Merged
-----------------------------------------------------
The law firms of Drinker Biddle & Reath LLP and Gardner Carton &
Douglas LLP are now officially merged.  The new firm Drinker
Biddle & Reath LLP, will be known as Drinker Biddle Gardner Carton
in Chicago and Milwaukee during 2007.

The combined firm includes more than 640 lawyers in 12 offices
nationwide.

"This combination provides our clients with a critical mass of
top-notch lawyers across the country," Alfred W. Putnam Jr.,
chairman, said.  "We now have major presences -- each with more
than 100 professionals -- in the dynamic legal markets of
Philadelphia, Chicago, New Jersey and Washington, D.C."

"The integration of the two firms has been progressing since we
announced the merger in November, and that process will continue
during the year ahead," Andrew C. Kassner, executive partner,
said.  "There are many logistical details in a combination of this
size that need to be handled, but one of the most important
aspects of the combination -- the blending of the firms' cultures
-- has been an overwhelming success, something we expected from
the very beginning."

As reported in the Troubled Company Reporter on Nov. 30, 2006, the
Partners from each firm have voted to approve the merger, which
would become official on Jan. 1, 2007.

A copy of the Corporate Restructuring Brochure reflecting the
combined GCD and Drinker Biddle practice groups is available for
free at http://researcharchives.com/t/s?160a

The new Drinker Biddle & Reath LLP, a full-service national law
firm, has more than 640 lawyers practicing in Philadelphia;
Chicago; Washington, D.C.; New York City; San Francisco; Los
Angeles; Milwaukee; Wilmington, Del.; Florham Park, N.J.;
Princeton, N.J.; Berwyn, Pa.; and, Albany, N.Y.


* Former Assistant U.S. Attorney Douglas Fuchs Joins Gibson Dunn
----------------------------------------------------------------
Douglas M. Fuchs, Esq., will join Gibson, Dunn & Crutcher LLP's
Los Angeles office as of counsel.  Mr. Fuchs was previously an
Assistant U.S. Attorney with the U.S. Attorney's Office in the
Central District of California, where he served as Deputy Chief of
the Major Frauds Section.  He is recognized for the prosecution of
former executives of Homestore.com.

"Doug is a terrific lawyer who will be a strong addition to the
firm," said Marjorie Lewis, Co-Partner in Charge of the Los
Angeles office.  "Our Business Crimes and Investigations practice
is very busy, and we have recently added much needed capacity to
the group.  Doug's arrival comes on the heels of the arrival of
former Los Angeles U.S. Attorney Debra Wong Yang and Maurice Suh,
who is also a former federal prosecutor."

"I am looking forward to returning to private practice," said Mr.
Fuchs.  "Gibson Dunn has one of the leading national litigation
practices. I am delighted to join such a strong litigation team
and to be working again with my former colleague Deb Yang."

* Douglas M. Fuchs

Prior to joining the firm, Mr. Fuchs was an Assistant U.S.
Attorney for the Central District of California from 2000 to 2006,
serving as Deputy Chief of the Major Frauds Section since 2005.  
While with the U.S. Attorney's Office, Mr. Fuchs personally
handled all phases of the criminal prosecution of complex federal
white collar fraud cases, including securities, accounting,
bankruptcy, tax and money laundering and investor frauds.

Fuchs handled the high-profile prosecution of 11 former
Homestore.com executives in connection with a revenue inflation
scheme, which culminated in a nearly three-month jury trial.  The
investigation was used as a model to formulate Justice Department
policy relating to the prosecution of corporate fraud and
corporations.  Other representative matters include the
prosecution of eight members of a telemarketing boiler-room
operation for defrauding investors out of several million dollars
and prosecution of numerous individuals for a variety of crimes.

Before his tenure with the U.S. Attorney's Office, Mr. Fuchs
practiced with Munger, Tolles & Olson and Davis Polk & Wardwell.  
He graduated cum laude from the University of Chicago Law School
in 1992.

                        About Gibson Dunn

Gibson, Dunn & Crutcher LLP -- http://www.gibsondunn.com/-- is a  
leading international law firm.  Consistently ranking among the
world's top law firms in industry surveys and major publications,
Gibson Dunn is distinctively positioned in today's global
marketplace with 800 lawyers and 13 offices, including Los
Angeles, New York, Washington, D.C., San Francisco, Palo Alto,
London, Paris, Munich, Brussels, Orange County, Century City,
Dallas and Denver.


* BOND PRICING: For the week of January 1 - January 6, 2006
-----------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Aetna Industries                     11.875%  10/01/06    11
AHI-DFLT07/05                         8.625%  10/01/07    70
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    69
Amer Color Graph                     10.000%  06/15/10    71
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    71
Archibald Candy                      10.000%  11/01/07     0
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     1
Atherogenics Inc                      1.500%  02/01/12    74
Autocam Corp.                        10.875%  06/15/14    29
Bank New England                      8.750%  04/01/99     5
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     7
BBN Corp                              6.000%  04/01/12     0
Burlington North                      3.200%  01/01/45    58
Calpine Corp                          4.000%  12/26/06    62
Calpine Corp                          6.000%  09/30/14    68
Calpine Corp                          7.750%  06/01/15    70
Cell Therapeutic                      5.750%  06/15/08    69
Cell Therapeutic                      5.750%  06/15/08    74
CHS Electronics                       9.875%  04/15/05     2
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     3
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    40
Conseco Inc                           8.500%  10/15/02     0
Dal-Dflt09/05                         9.000%  05/15/16    70
Dana Corp                             5.850%  01/15/15    72
Dana Corp                             7.000%  03/01/29    74
Dana Corp                             7.000%  03/15/28    74
Dana Corp                            10.125%  03/15/10    74
Decode Genetics                       3.500%  04/15/11    74
Delco Remy Intl                       9.375%  04/15/12    41
Delco Remy Intl                      11.000%  05/01/09    42
Delta Air Lines                       2.875%  02/18/24    64
Delta Air Lines                       7.700%  12/15/05    65
Delta Air Lines                       7.900%  12/15/09    67
Delta Air Lines                       8.000%  06/03/23    65
Delta Air Lines                       8.300%  12/15/29    67
Delta Air Lines                       9.250%  03/15/22    66
Delta Air Lines                       9.250%  12/27/07    67
Delta Air Lines                       9.750%  05/15/21    64
Delta Air Lines                      10.000%  08/15/08    67
Delta Air Lines                      10.125%  05/15/10    64
Delta Air Lines                      10.375%  02/01/11    64
Delta Air Lines                      10.375%  12/15/22    65
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    72
Dov Pharmaceutic                      2.500%  01/15/25    45
Dura Operating                        8.625%  04/15/12    34
Dura Operating                        9.000%  05/01/09     5
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Food Center                    11.000%  04/15/05     2
Encysive Pharmacy                     2.500%  03/15/12    70
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     1
Family Golf Ctrs                      5.750%  10/15/04     0
Fedders North AM                      9.875%  03/01/14    69
Federal-Mogul Co.                     7.375%  01/15/06    75
Federal-Mogul Co.                     7.500%  01/15/09    75
Federal-Mogul Co.                     8.160%  03/06/03    64
Federal-Mogul Co.                     8.250%  03/03/05    67
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Federal-Mogul Co.                     8.370%  11/15/01    68
Finova Group                          7.500%  11/15/09    27
Ford Motor Co                         6.625%  02/15/28    72
Ford Motor Co                         7.125%  11/15/25    74
Ford Motor Co                         7.400%  11/01/46    73
Ford Motor Co                         7.700%  05/15/97    73
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
Gulf Mobile Ohio                      5.000%  12/01/56    71
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    31
Home Prod Intl                        9.625%  05/15/08    57
Insight Health                        9.875%  11/01/11    25
Insilco Hldg Co                      14.000%  08/15/08     0
Iridium LLC/CAP                      10.875%  07/15/05    28
Iridium LLC/CAP                      11.250%  07/15/05    30
Iridium LLC/CAP                      13.000%  07/15/05    28
Iridium LLC/CAP                      14.000%  07/15/05    28
Isolagen Inc.                         3.500%  11/01/24    75
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    30
Kaiser Aluminum                      12.750%  02/01/03    11
Kellstrom Inds                        5.750%  10/15/02     0
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp                            8.990%  07/05/10     5
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         9.440%  07/01/18    20
Lehman Bros Hldg                     10.000%  10/30/13    75
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    66
Lifecare Holding                      9.250%  08/15/13    65
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     5
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    56
MRS Fields                            9.000%  03/15/11    68
MRS Fields                           11.500%  03/15/11    75
Nail Steel Corp                       8.375%  08/01/06     0
Nail Steel Corp                       9.875%  03/01/09     0
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    57
Northern Pacific RY                   3.000%  01/01/47    57
NorthPoint Comm                      12.875%  02/15/10     0
Northwest Airlines                    9.152%  04/01/10     7
Northwest Airlines                    9.179%  04/01/10    28
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    59
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     6
Oscient Pharm                         3.500%  04/15/11    67
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Outboard Marine                      10.750%  06/01/08     6
Pac-West-Tender                      13.500%  02/01/09    30
PCA LLC/PCA Fin                      11.875%  08/01/09    19
Pegasus Satellite                    12.375%  08/01/08     9
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     8
Pixelworks Inc                        1.750%  05/15/24    74
Pliant Corp                          13.000%  07/15/10    45
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Primus Telecom                        3.750%  09/15/10    36
Primus Telecom                        8.000%  01/15/14    60
Primus Telecom                       12.750%  10/15/09    68
PSINET Inc                           10.000%  02/15/05     0
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    14
S3 Inc                                5.750%  10/01/03     0
Scotia Pac Co                         7.110%  01/20/14    73
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    69
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    35
United Air Lines                      9.560%  10/19/18    57
United Air Lines                      9.760%  12/31/49     4
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.850%  02/19/15    47
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                           7.500%  04/15/08     0
US Air Inc.                          10.250%  01/15/49     1
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  07/15/49     1
US Air Inc.                          10.550%  01/15/49     0
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.800%  01/01/49    10
US Air Inc.                          10.900%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     6
Werner Holdings                      10.000%  11/15/07     7
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      6.000%  08/01/10    75
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    42

                             *********

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, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2007.  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 $775 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 ***