TCR_Public/070123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 23, 2007,` Vol. 11, No. 19

                             Headlines

AMERICO LIFE: Moody's Holds Ba1 Rating & Says Outlook is Positive
ARCA FUNDING: Moody's Rates $10 Million Class VII Notes at Ba1
ARVINMERITOR INC: Moody's Lowers Corporate Family Rating to Ba3
ASTRATA GROUP: Nov. 30 Balance Sheet Upside-Down by $18.7 Million
ATLANTIC CAPITAL: Case Summary & Three Largest Unsecured Creditors

BANKRUPTCY MANAGEMENT: Moody's Cuts Corporate Family Rating to B3
BLAST ENERGY: Files for Chapter 11 Protection in S.D. Texas
BLAST ENERGY: Case Summary & 40 Largest Unsecured Creditors
BMS HOLDINGS: Moody's Junks Rating on $150 Million PIK Notes
CABLEVISION SYS: Dolan Offer Rejection Cues S&P to Hold Ratings

CALIBRE ENERGY: Posts $804,274 Net Loss in Quarter Ended Sept. 30
CHIPPEWA COUNTRY: Weak Financial Profile Cues S&P to Cut Rating
DELTA AIR: Says Disclosure Statement Has Adequate Information
DELTA AIR: Wants Court Nod on Solicitation & Tabulation Procedures
DIAGNOSTIC CLINIC: Voluntary Chapter 11 Case Summary

EARTHSHELL CORP: Production Unimpeded Despite Chapter 11 Filing
EARTHSHELL CORP: Case Summary & 20 Largest Unsecured Creditors
EMISPHERE TECHN: Board Appoints Lewis H. Bender as Interim CEO
ENCORE ACQUISITION: Moody's Places Ratings on Review
ENESCO GROUP: Wants Auction for Assets Scheduled on February 7

FINANCIAL MEDIA: Nov. 30 Balance Sheet Upside-Down by $1.7 Million
FORD MOTOR: Eyes Partnership With Toyota
FORD MOTOR: Mark Fields Giving Up Use of Company Plane
GAP INC: Pressler Resigns as President & Chief Executive Officer
GEO GROUP: S&P Rates New $515 Million Senior Facility at BB

GLASSMASTER CO: Posts $122,673 Net Loss in Period Ended December 3
GREAT CANADIAN: Moody's Rates Proposed CDN$400 Mil. Loan at Ba2
GREAT CANADIAN: S&P Rates Proposed CDN$400 Mil. Senior Loan at BB
GSAMP TRUST: Moody's Rates Class B-2 Certificates at Ba2
HEADWATERS INC: S&P Rates Proposed $135 Million Senior Notes at B

HEBER HOMES: Voluntary Chapter 11 Case Summary
HUDSON RESEARCH: Case Summary & 20 Largest Unsecured Creditors
INTELSAT BERMUDA: Issues $600 Million Floating Rate Senior Notes
INZON CORP: DeJoyaGriffith Raises Going Concern Doubt
J.P. MORGAN: S&P Downgrades Rating on Class L Certificates to BB

JOHN SLIEMERS: Case Summary & 20 Largest Unsecured Creditors
KGEN LLC: S&P Rates Planned $400 Million Credit Facilities at BB-
KIRKLAND KNIGHT: Gets Court Nod to Use Madison's Cash Collateral
LENNAR CORP: Posts $195.6 Mil. Net Loss in 4th Qtr. Ended Nov. 30
LOUISIANA WORSHIP: Case Summary & 20 Largest Unsecured Creditors

MAHESH GOPALAKRISHNA: Case Summary & 20 Largest Unsec. Creditors
MATTRESS HOLDINGS: Moody's Rates $210 Million Senior Loans at Ba3
MERRILL LYNCH: Fitch Holds CCC Rating on $28.4 Mil. Certificates
MESABA AVIATION: Files Chapter 11 Reorganization Plan in Minnesota
MESABA AVIATION: MAIR Inks Agreement with Northwest Airlines

MESABA AVIATION: Inks Pact Resolving Wayne County Airport's Claim
MILLSAPS: Voluntary Chapter 11 Case Summary
MTS EQUITY: Case Summary & Five Largest Unsecured Creditors
NAPIER ENVIRONMENTAL: Lenders Waive Dec. 2006 Interest Payments
NORTHWEST AIRLINES: Mesaba to Become Wholly-Owned Subsidiary

NORTHWEST AIRLINES: Inks Agreement with MAIR Holdings
PITTSBURGH BREWERY: Union Workers Approves Three-Year Deal
QUEST TRUST: S&P Lowers Ratings on Class M-2 and M-3 Certificates
REFCO INC: Court Denies Plan Confirmation Order Reconsideration
SANMINA-SCI: S&P Retains Negative CreditWatch on BB- Ratings

SEA CONTAINERS: Principal Financial Discloses 9.5% Equity Stake
SEA CONTAINERS: Committee Taps Morris Nichols as Delaware Counsel
SIGMAN & SIGMAN: Case Summary & 20 Largest Unsecured Creditors
SIRIUS SATELLITE: Could Not Merge With XM Says FCC Chairman
SIRIUS SATELLITE: Howard Stern Gets $82.9 Mil. Incentive Payment

TCR I: Court Continues Disclosure Statement Hearing to March 13
TITAN GLOBAL: Nov. 30 Balance Sheet Upside-Dow by $15.2 Million
TOTAL TRAVEL: Case Summary & 20 Largest Unsecured Creditors
TRANSAX INTERNATIONAL: Plans to Sell Brazil Unit to Gestao
U.S. ENERGY: Inks Pact Granting Countryside $99 Mil. Secured Claim

UWINK INC: Restates Sept. 30 Third Quarter Financial Statements
VESTA INSURANCE: Administrative Claims Bar Date Set for January 25
VESTA INSURANCE: Parker Hudson Wants Payment Procedures Amended
WELLS FARGO: S&P Holds B Rating and Removes Watch on Two Certs.
WESTERN MEDICAL: Chapter 7 Trustee Taps Lane & Nach as Counsel

WILLOWBEND NURSERY: Chap. 11 Trustee Hires Cowden as Counsel
WILLOWBEND NURSERY: Chap. 11 Trustee Hires V. Gaudio as Accountant
XM SATELLITE: Could Not Merge With SIRIUS Says FCC Chairman

* Ravin Greenberg Opens Manhattan Office

* Large Companies with Insolvent Balance Sheets

                             *********

AMERICO LIFE: Moody's Holds Ba1 Rating & Says Outlook is Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed the Baa1 insurance financial
strength rating of Americo Financial Life and Annuity Insurance
Company and the Ba1 senior unsecured debt rating of Americo Life,
Inc.  The outlook on the ratings was changed to positive from
stable for both companies.

Americo Financial is a wholly-owned subsidiary of Americo, and
Americo is a wholly-owned subsidiary of privately-held Financial
Holding Corporation.

Moody's said that the change in the outlook on Americo's ratings
to positive from stable reflects certain key positive
developments.  "Americo's continued development of its niche
marketing strategy, whereby it concentrates its sales, marketing,
and product development efforts on a few chosen market segments,
has been positive" says Moody's Vice President-Senior Credit
Officer, Robert P. Donohue.  "The company is better able to
compete in its chosen niches of mortgage insurance, final expense
insurance, and annuities for seniors.  In addition, the company
has made progress in streamlining its operations, resulting in a
low unit costs and better profitability.  Its transition to a more
efficient and technologically advanced operating platform has also
helped with cost control" added Mr. Donohue.

The rating agency said that Americo's credit strengths include
good statutory capital adequacy, moderate financial leverage, a
sound investment portfolio, and a sizeable block of profitable
life insurance policies.  In addition, the company's private
ownership allows management to maintain a long-term focus on
profitability.  Americo's strengths are mitigated by its
relatively small scale of operations, concentration of
distribution through a single, independent channel, and potential
statutory earnings volatility due to its niche market focus.  In
addition, the company remains exposed to spread compression and
other asset-liability management risks, particularly in its
annuity business, and has had flat premium growth on a
consolidated GAAP basis in recent years.

Moody's said that developments that could positively impact
Americo's ratings include:

    * development of a significant distribution channel in
      addition to existing IMO channel;

    * consolidated NAIC risk-based capital at United Fidelity
      Life Insurance Company (United Fidelity; the intermediate
      statutory holding company between Americo and Americo
      Financial) consistently above 325%;

    * maintenance of adjusted financial leverage below 30%;

    * continued improvement in cash flow coverage of holding
      company interest expense and preferred dividends; and

    * maintenance of EBIT interest coverage of 4 times or better.

The ratings agency added that developments that could adversely
affect the ratings of Americo include:

    * consolidated NAIC RBC below 250% at United Fidelity;

    * cash flow coverage of holding company interest expense and
      preferred dividends below 1.5 times;

    * adjusted financial leverage above 30%;

    * consolidated EBIT interest coverage of less than 4 times;

    * a significant financial loss related to a failure of the
      company's hedging program;

    * a loss of a significant number of IMO distributors; and

    * exiting from a major line of business, leaving the company
      with only two significant business lines.

Moody's affirmed these ratings with a positive outlook:

Americo Financial Life and Annuity Insurance Company

    -- Insurance Financial Strength at Baa1

Americo Life, Inc.

    -- Senior Unsecured Debt at Ba1

The last rating action on the companies was on April 23, 2003 when
a Ba1 senior unsecured debt rating was assigned to Americo's
senior notes due 2013, and the Baa1 IFS rating was assigned to
Americo Financial.

Americo and Americo Financial are based in Kansas City, Missouri.  
As of September, 30, 2006, Americo Financial reported total
statutory assets of approximately $3.6 billion and capital of
about $238 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


ARCA FUNDING: Moody's Rates $10 Million Class VII Notes at Ba1
--------------------------------------------------------------
Moody's Investors Service has assigned these ratings to the notes
issued by Arca Funding 2006-II, Ltd.:

    * Aaa to the $70,000,000 Class II Funded Senior Notes Due
      2047,

    * Aa2 to the $56,000,000 Class III Funded Senior Notes Due
      2047,

    * A2 to the $29,500,000 Class IV-A Funded Mezzanine
      Deferrable Notes Due 2047, and to the $10,000,000 Class IV-
      B Funded Mezzanine Variable Notes Due 2047,

    * Baa2 to the $36,500,000 Class V Funded Mezzanine Deferrable
      Notes Due 2047,

    * Baa3 to the $7,000,000 Class VI Funded Mezzanine Deferrable
      Notes Due 2047, and

    * Ba1 to the $10,000,000 Class VII Funded Mezzanine
      Deferrable Notes Due 2047.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided in the
Notes' governing documents, and are based on the expected loss
posed to the Noteholders relative to receiving the present value
of such payments.  The ratings of the Notes reflect the
consideration of the transaction's legal structure, credit quality
of the static pool of underlying assets, which consist primarily
of residential mortgage backed securities and ABS CDOs, as well as
the credit enhancement for the Notes inherent in the transaction's
capital structure.


ARVINMERITOR INC: Moody's Lowers Corporate Family Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded ArvinMeritor's Corporate
Family Rating to Ba3 from Ba2.  Ratings on the company's secured
bank obligations and unsecured notes were lowered one notch as a
result.

The actions follow a decline in the company's margins over the
last year and anticipates expectations expect that, despite recent
progress in reducing its aggregate indebtedness and leverage,
ARM's profitability and related coverage metrics will remain under
pressure likely over the intermediate term as commercial vehicle
volumes in North America will significantly decline and conditions
in its light vehicle segment remain very challenging.  ARM's
metrics will increasingly fall short of Ba2 comparables as the
year progresses and will assume the complexion of the Ba3 rating
category.  Moody's also affirmed ARM's liquidity rating of SGL-2
to reflect the actions that the company has taken to strengthen is
capital structure which includes minimal near term debt maturities
and improved availability under its committed revolving credit.  
The outlook is stable at the lower rating.

Ratings lowered:

ArvinMeritor, Inc.

    -- Corporate Family Rating to Ba3 from Ba2

    -- Senior Secured bank debt to Ba1, LGD-2, 20% from Baa3,
       LGD-2, 18%

    -- Senior Unsecured notes to B1, LGD-4, 65% from Ba3,
       LGD-4, 64%

    -- Probability of Default to Ba3 from Ba2

    -- Shelf unsecured notes to (P)B1, LGD-4, 65% from (P)Ba3,
       LGD-4, 64%

Arvin Capital I

    -- Trust Preferred to B2, LGD-6, 96% from B1, LGD-6, 96%

Arvin International PLC

    -- Unsecured notes guaranteed by ArvinMeritor, Inc. to B1,
       LGD-4, 65% from Ba3, LGD-4, 64%

Ratings affirmed:

ArvinMeritor, Inc.

    -- Speculative Grade Liquidity rating, SGL-2

The last rating action was in September 2006 at which time ratings
were aligned with Moody's Loss Given Default Methodology.  The
outlook had been negative since April 2006.

The Ba3 Corporate Family rating continues to reflect solid scores
under the Auto Supplier Methodology for the company's scale,
market position and diversification spread across two business
segments.  Nonetheless, key credit metrics of EBITA margin and
interest coverage constrain these qualitative strengths and pull
the overall rating into the Ba3 category.  A downturn in North
American commercial vehicle production volumes is anticipated as
2007 progresses and is likely to yield softer margins and coverage
metrics over the intermediate term.  While leverage has been
reduced as a result of its 2006 tender offer and application of
proceeds from business dispositions, it remains high.  Financing
actions taken in 2006 have improved the company's liquidity
profile, lengthened the company's debt maturity schedule, enhanced
its financial flexibility and lend further support to the rating
and stable outlook.

The Ba1 ratings on the bank obligations, two notches above the
Corporate Family Rating, flow from their perfected liens on
substantial assets at the borrower and guaranteeing subsidiaries
as well as a significant level of junior capital beneath their
claims.  Similarly, the B1 rating on the unsecured notes, one
level below the Corporate Family Rating, reflects their lower
priority as well as the benefits of up-streamed guarantees from
material domestic subsidiaries.  Arvin Capital's trust preferred
issue considers its underlying investment in subordinated notes of
ARM, which are not guaranteed by any operating subsidiaries.

The SGL-2 Speculative Grade Liquidity rating represents good
liquidity over the next twelve months.  Moody's notes that ARM
finished fiscal 2006 with $350 million of consolidated cash on the
balance sheet and is expected to generate a modest amount of free
cash flow during fiscal 2007.  External sources of liquidity
include availability under its $980 million revolving credit
facility with ample cushions under its financial covenants.

ArvinMeritor, Inc., headquartered in Troy, MI, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers as well as certain
aftermarkets.  Revenues in fiscal 2006 were approximately
$9.2 billion.


ASTRATA GROUP: Nov. 30 Balance Sheet Upside-Down by $18.7 Million
-----------------------------------------------------------------
Astrata Group Inc. reported a $6.3 million net loss on $758,035 of
net sales for the third quarter ended Nov. 30, 2006, compared with
a $3.4 million net loss on $1.1 million of net sales for the same
period in 2005.  

Gross profit decreased approximately $75,000 to approximately
$334,000 for the quarter ended Nov. 30, 2006, compared to
approximately $409,000 for the same period in 2005.  Gross profit
as a percentage of revenue increased from 38% to 44%.

Operating loss was approximately $1.9 million for the quarter  
ended Nov. 30, 2006, and approximately $1.7 million for the
quarter ended Nov. 30, 2005.  

The increase in net loss is mainly due to the $211,098 increase in
operating loss, the $689,176 increase in interest expenses, and
the $4.4 million loss on debt extinguishment, partly offset by a
$1.5 million benefit from a change in fair value of derivative
warrant liability.  

The loss on debt extinguishment is related to the Oct. 13, 2006,
conversion of 1.5 million shares of preferred stock issued to
creditors in exchange for notes payable, into 3 million shares of
the company's restricted common stock.

At Nov. 30, 2006, the company's balance sheet showed $3.2 million
in total assets, $21.8 million in total liabilities, and $40,114
in minority interest, resulting in an $18.7 million total
stockholders' deficit.

The company's balance sheet at Nov. 30, 2006, also showed strained
liquidity with $2.1 million in total current assets available to
pay $21.8 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?18ca  

                        Going Concern Doubt

Squar, Milner, Reehl & Williamson, LLP, expressed substantial
doubt about Astrata's ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended Feb. 28, 2006.  The auditing firm pointed to the company's
negative working capital of approximately $11.5 million at
Feb. 28, 2006, a net loss of $14.9 million for the year then
ended, negative operating cash flow in fiscal 2006 of
$3.6 million, and a stockholders' deficit of $9.6 million as of
Feb. 28, 2006.

                        About Astrata Group

Astrata Group Inc. (OTC BB: ATTG.OB) --
http://www.astratagroup.com/ -- is engaged in the telematics and  
Global Positioning System industry, focused on advanced location-
based IT products and services that combine positioning, wireless
communications, and information technologies.  The company
provides advanced positioning products, as well as monitoring and
airtime services to industrial, commercial, governmental entities,
academic/research institutions, and professional customers in a
number of markets including surveying, utility, construction,
homeland security, military, intelligence, mining, agriculture,
marine, public safety, and transportation.


ATLANTIC CAPITAL: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Atlantic Capital Partners, Inc.
        175 Crispin Street
        Merritt Island, FL 32952

Bankruptcy Case No.: 07-70147

Chapter 11 Petition Date: January 17, 2007

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Avrum J. Rosen, Esq.
                  The Law Offices Of Avrum J. Rosen
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536

Total Assets: $3,289,600

Total Debts:  $1,327,635

Debtor's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fisher Egan Golden LLP        Professional Fees          $60,000
475 East Main Street,
Suite 114
Patchogue, NY 11772

Ford Credit                   Loan                       $38,635
P.O. Box 31111                Collateral:
Tampa, FL 33631-3111          $14,000
                              Unsecured:
                              $24,635

WMJC-FM                       Trade Debt                 $29,000
234 Airport Plaza, Suite 5
Farmingdale, NY 11735


BANKRUPTCY MANAGEMENT: Moody's Cuts Corporate Family Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded Bankruptcy Management
Solutions, Inc.'s corporate family rating to B3 from B2.

The downgrade was prompted by the proposed increase in debt to be
used to finance a shareholder distribution.  The company is
planning to issue approximately $150 million in senior unsecured
pay-in-kind notes at a newly formed holding company, BMS Holdings,
Inc.  The ratings on the existing first and second lien debt
however remain unchanged at Ba3 and Caa1 respectively.  The
outlook is stable.

These ratings are affected:

    * Corporate Family Rating to B3 from B2

    * Probability of Default Rating to B3 from B2

    * $15 million Senior Secured Revolving Credit Facility
      due 2011, Ba3, LGD2, 19%

    * $220 million Senior Secured First Lien due 2012, Ba3,
      LGD2, 19%

    * $125 million Senior Secured Second Lien due 2013, Caa1,
      LGD4, 62%

At BMS Holdings, Inc. Moody's assigned this first time rating:

    * $150 million Senior unsecured PIK notes due 2014, Caa2,
      LGD5, 88%

The ratings change is driven by an increase in leverage by
approximately 2 times pro forma for the new debt issuance.  
Moody's notes that the company exhibits good stability and
predictability of the underlying Chapter 7 trustee business which
could potentially support the higher leverage.  While the trustee
business is very predictable, BMS's cash flow is very sensitive to
interest rate declines.  Although the company has put in place an
interest rate management program to minimize the impact of rate
declines, Moody's believes there is still sufficient potential
volatility to EBITDA and leverage to merit a B3 rating.  Moody's
does note that even in a case of prolonged low interest rates, the
company should remain cash flow positive (after debt service)
until the various debt instruments mature.

The B3 corporate family rating also reflects (i) company's very
small size and narrow focus on bankruptcy case management
services; (ii) vulnerability to changes in economic environments
or changes to the bankruptcy code, both of which could result in a
decline in bankruptcy filings.  The ratings also incorporate BMS's
leading share in the duopolistic Chapter 7 trustee market, high
barriers to entry, large diversified customer base with "sticky"
deposits that provide a stable source of recurring revenues, high
customer retention rate, high pro forma EBITDA margins and
resultant positive free cash flow generation and personal filing
trends that should continue to drive bankruptcy growth.

The stable outlook reflects expectations that the company will
continue to generate positive free cash flow after minimal working
capital changes and limited capital expenditures, albeit at a
lower level constrained by the debt servicing burden, and will use
most of its free cash flow for possible debt reduction.

Irvine, CA-based Bankruptcy Management Solutions, Inc is a leading
provider of bankruptcy case management solutions to Chapter 7
trustees.


BLAST ENERGY: Files for Chapter 11 Protection in S.D. Texas
-----------------------------------------------------------
Blast Energy Services Inc. and its wholly owned subsidiary, Eagle
Domestic Drilling Operations LLC filed voluntary petitions on
Friday, Jan. 19, 2007, with the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, in order that they
may dispose of burdensome and uneconomical assets and reorganize
their financial obligations and capital structure.

The action will also stay any existing lawsuits filed against the
Debtors, regardless of jurisdiction.  The Debtors will continue to
operate their business as "debtors-in possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.

The Debtors used assumptions in the August 2006 acquisition of the
land rig drilling business that included high revenue and full
utilization rate expectations based upon the five two-year term
drilling contracts in place at the time.

The subsequent cancellation of these contracts by Hallwood Energy
Petroleum and Quicksilver Resources in the fall of 2006 has
reduced the Debtors revenue expectations and consequently their
ability to meet the scheduled payments on the senior debt incurred
for the acquisition of the land drilling business.

The cancellation was in violation of the terms of their drilling
contracts and the Debtors have filed suit for breach of contract.  

Subsequently, the Debtors have received written notice from their
senior lender of various events of default under the loan
agreements and related agreements with the senior lender.

Further discussions with the senior lender resulted in the mutual
decision that the company should file for protection under the
applicable bankruptcy law.

In part, these discussions also resulted in a consensual
stipulation that will enable the Debtors to continue to use cash
collateral during the course of the Chapter 11 case, subject to
certain reservations and provisions for adequate protection.

Additionally, the Debtors have reached an agreement with the
senior lender on the terms of an asset purchase agreement intended
to offset the full amount of the $40.6 million senior note,
accrued interest and default penalties.

Under the terms of this agreement, only the five land drilling
rigs and associated spare parts will be sold.  The potential
benefit of the customer litigation, the satellite communication
business and the abrasive fluid jetting technology will remain
with the Debtor Blast.

The asset purchase agreement and plan of reorganization are
subject to the approval of the Court.

                            Litigation

The Debtors are involved with two additional lawsuits.  Second
Bridge LLC has filed suit in Cleveland County, Okla., claiming
breach of contract under a consulting agreement signed on Aug. 25,
2006 and claiming damages of $4.8 million.

Second, Chrisman Ready Mix has filed a complaint in Franklin
County, Ark., claiming they are owed approximately $126,000 for
drilling rig transportation expenses incurred on behalf of the
Debtors.

The Debtors intend to vigorously defend themselves in these
proceedings, which now fall under the jurisdiction of the
Bankruptcy Court.

Blast Energy Services Inc. -- http://www.blastenergyservices.com/
-- owns and contracts land drilling rigs to third parties.  The
Debtor also provides services relating to drilling rig operations.  
Blast Energy owns and develops abrasive jetting intellectual
property, technology and equipment providing downhole production
enhancement and drilling solutions, and satellite broadband
access for Internet, data, email, applications, VoIP and video
streaming as energy industry management tools providing real-time
supervisory control and data acquisition.


BLAST ENERGY: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Blast Energy Services Inc.
             dba Rocker & Spike Entertainment Inc.
             dba Reconstruction Data Group Inc.
             dba Verdisys Inc.
             14550 Torrey Chase Boulevard, Suite 330
             Houston, TX 77014

Bankruptcy Case No.: 07-30424

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Eagle Domestic Drilling Operations LLC     07-30426

Type of Business: The Debtor owns and contracts land drilling rigs
                  to third parties.  The Debtor also provides
                  services relating to drilling rig operations.  

                  Blast Energy owns and develops abrasive jetting
                  intellectual property, technology and equipment
                  providing downhole production enhancement and
                  drilling solutions, and satellite broadband
                  access for Internet, data, email, applications,
                  VoIP and video streaming as energy industry
                  management tools providing real-time supervisory
                  control and data acquisition.
                  See http://www.blastenergyservices.com/

Chapter 11 Petition Date: January 19, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: H. Rey Stroube, III, Esq.
                  Attorney at Law
                  701 Buckingham Drive
                  Houston, TX 77024
                  Tel: (713) 688-4331

                              Total Assets     Total Debts
                              ------------     -----------
Blast Energy Services Inc.    $63,500,851      $51,019,486

Eagle Domestic Drilling
   Operations LLC             $50,763,183      $48,758,626

A. Blast Energy Services Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Second Bridge, LLC            Consulting Contract     $4,800,000
1126 Rambling Oaks Drive
Norman, OK 73072

Alberta Energy Partners       Licensing Fees          $2,000,000
43 Brookgreen Circle North
Montgomery, TX 77356

Berg McAfee Companies         Secured Note on         $1,061,924
10600 North DeAnza Boulevard  AFJ rig
#250
Cupertino, CA 95014

Eagle Drilling LLC            Balance of Holdback       $704,750
1126 rambling Oaks Drive
Norman, OK 73072

Charles Steinberg             Legal Settlement          $500,000
c/o Anthony Pantoni
401 West "A" Street
Suite 2300
San Diego, CA 92101

Adkins Hill Property          Rig Yard Lease            $232,500

Joseph Connolly               Promissory Note            $72,097

Hogan & Hartson, L.L.P.       Legal Fees                 $57,087

Joseph P. Penbera             Board of Director          $40,500
                              fees

Pro-Fab Equipment, L.P.       Trade                      $40,394

Andrews & Kurth, L.L.P.       Legal Fees                 $37,425

O. James Woodward, III        Board of Director          $35,500
                              fees

Immeon                        Trade                      $35,273

The Frontline Group of Texas  Office Lease               $33,966
LLC

Cargan McAfee                 Broker Fees                $27,000

Roger P. Herbert              Board of Director          $24,000
                              fees

VJI Natural Resources, LLC    Legal Settlement           $20,000

Fred Ruiz                     Board of Director          $20,000
                              fees

John Block                    Board of Director          $18,500
                              fees

Spacenet Inc.                 Trade                      $15,752


B. Eagle Domestic Drilling Operations LLC's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chrisman Ready Mix, Inc.      Lawsuit Claim             $126,044
c/o Lonnie Turner
Plaintiff Attorney
801 East Commercial
Ozark, AR 72949

AICCO, Inc.                   Insurance Premium          $94,124
1630East Shaw Avenue
Suite 160
Fresno, CA 93710

National Oilwell              Trade                      $42,371
P.O. Box 200838
Dallas, TX 75320-0838

Dealer's Electric Supply      Trade                      $25,740

Fluid End Sales, Inc.         Trade                      $21,360

Midwest Hose & Specialty      Trade                      $21,087
Inc.

T.K. Stanley, Inc.            Trade                      $15,345

Oil Works, Inc.               Trade                      $11,274

Champion Hi-Tech Mfg. of      Trade                      $10,256
Oklahoma

H&E Equipment Services, LLC   Trade                       $9,823

Sun Coast Resources, Inc.     Trade                       $9,720

Haigood & Campbell LLC        Trade                       $9,417

Allied Bearings Supply Co.    Trade                       $8,700

Summit Supply Inc.            Trade                       $7,962

Reds Satellite Service Corp.  Trade                       $7,292

Blue Cross                    Insurance Premium           $6,858

EWRC, Inc.                    Trade                       $6,500

P-B-H Oilfield Supply, Inc.   Trade                       $6,212

K&L Clutch                    Trade                       $4,422

Warren Cat Depot              Trade                       $2,485


BMS HOLDINGS: Moody's Junks Rating on $150 Million PIK Notes
------------------------------------------------------------
Moody's Investors Service downgraded Bankruptcy Management
Solutions, Inc.'s corporate family rating to B3 from B2.

The downgrade was prompted by the proposed increase in debt to be
used to finance a shareholder distribution.  The company is
planning to issue approximately $150 million in senior unsecured
pay-in-kind notes at a newly formed holding company, BMS Holdings,
Inc.  The ratings on the existing first and second lien debt
however remain unchanged at Ba3 and Caa1 respectively.  The
outlook is stable.

These ratings are affected:

These ratings are affected:

    * Corporate Family Rating to B3 from B2

    * Probability of Default Rating to B3 from B2

    * $15 million Senior Secured Revolving Credit Facility
      due 2011, Ba3, LGD2, 19%

    * $220 million Senior Secured First Lien due 2012, Ba3,
      LGD2, 19%

    * $125 million Senior Secured Second Lien due 2013, Caa1,
      LGD4, 62%

At BMS Holdings, Inc. Moody's assigned this first time rating:

    * $150 million Senior unsecured PIK notes due 2014, Caa2,
      LGD5, 88%

The ratings change is driven by an increase in leverage by
approximately 2 times pro forma for the new debt issuance.  
Moody's notes that the company exhibits good stability and
predictability of the underlying Chapter 7 trustee business which
could potentially support the higher leverage.  While the trustee
business is very predictable, BMS's cash flow is very sensitive to
interest rate declines.  Although the company has put in place an
interest rate management program to minimize the impact of rate
declines, Moody's believes there is still sufficient potential
volatility to EBITDA and leverage to merit a B3 rating.  Moody's
does note that even in a case of prolonged low interest rates, the
company should remain cash flow positive (after debt service)
until the various debt instruments mature.

The B3 corporate family rating also reflects (i) company's very
small size and narrow focus on bankruptcy case management
services; (ii) vulnerability to changes in economic environments
or changes to the bankruptcy code, both of which could result in a
decline in bankruptcy filings.  The ratings also incorporate BMS's
leading share in the duopolistic Chapter 7 trustee market, high
barriers to entry, large diversified customer base with "sticky"
deposits that provide a stable source of recurring revenues, high
customer retention rate, high pro forma EBITDA margins and
resultant positive free cash flow generation and personal filing
trends that should continue to drive bankruptcy growth.

The stable outlook reflects expectations that the company will
continue to generate positive free cash flow after minimal working
capital changes and limited capital expenditures, albeit at a
lower level constrained by the debt servicing burden, and will use
most of its free cash flow for possible debt reduction.

Irvine, CA-based Bankruptcy Management Solutions, Inc is a leading
provider of bankruptcy case management solutions to Chapter 7
trustees.


CABLEVISION SYS: Dolan Offer Rejection Cues S&P to Hold Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Bethpage, New York-based cable TV operator Cablevision Systems
Corp. and its related entities, including the 'BB' corporate
credit rating, and removed all the ratings from CreditWatch.

The outlook is negative.

"These actions follow the rejection by Cablevision's Board of
Directors of the Dolan Family Group's revised buyout offer to
public shareholders of about $7 billion," said S&P credit analyst
Catherine Cosentino.

Ratings had initially been placed on CreditWatch with negative
implications on Oct. 10, 2006, when the Dolan Family made its
first buyout offer of about $6 billion.

If the company had funded the first buyout offer with debt, its
leverage would have significantly increased to approximately 10x.
The Dolan Family subsequently raised its offer to $30 per share
from $27 in the original offer,  but this was rejected by
Cablevision Board's Special Transaction Committee on Jan. 16,
2007.

The ratings on Cablevision reflect the solid investment-grade
characteristics of Cablevision's core cable TV business composed
of three million basic subscribers in the metropolitan New
York/New Jersey area.  These favorable business characteristics
are partly offset by the company's aggressive financial policy,
including its April 2006 payment of a $3 billion dividend to
shareholders.  Debt to EBITDA is expected to be in the mid-6x area
on an operating lease-adjusted basis for 2006, including
contractual purchase commitments, but excluding collateralized
indebtedness for monetization transactions.  The company's
favorable business profile includes very attractive demographics,
healthy broadband penetration, and good market acceptance of its
telephony service.  As of Sept. 30, 2006, Cablevision had cable
modem and telephony penetration of homes passed of 43.3% and
24.3%, respectively.

Unlike many other cable TV operators, which have suffered from
aggressive satellite inroads, Cablevision has also grown its basic
subscriber base over the past several quarters, albeit at moderate
levels, because of its success in bundling multiple services.  As
a result of these factors, the company has continued to expand its
overall EBITDA from the cable business, and its margins for this
business remain healthy, at about 40%.

Cablevision also owns valuable programming assets through its
Rainbow National Services LLC subsidiary, including American Movie
Classics, WE tv and Independent Film Channel.  AMC and WE TV, in
particular, have tended to be main staples of cable TV operators'
programming lineups and have very limited cash requirements, the
primary of which is payment for content.  These assets provide
additional bondholder protection, although the value to
Cablevision and CSC Holdings Inc. debtholders would be net of debt
obligations at RNS, which totals about $1.3 billion.  While its
other businesses such as Madison Square Garden and the attendant
sports teams, and Radio City Music Hall have higher business risk
characteristics, these are modest in cash funding requirements
relative to the cable TV business.


CALIBRE ENERGY: Posts $804,274 Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Calibre Energy Inc. reported an $804,274 net loss on $245,262 of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $1.5 million net loss on zero revenues from inception date on
Aug. 17, 2005 until Sept. 30, 2005.

During the period from Aug. 17, 2005, until Sept. 30, 2005, the
company says that its operations were very limited.  

For the quarter ended Sept. 30, 2006, seven additional wells began
producing which resulted in an increased revenue rate in the
quarter.

During the quarter ended Sept. 30, 2006, the company incurred
significantly higher general and administrative expenses in
comparison to the period from Aug. 17, 2005, until Sept. 30, 2005,
due to the addition of operational and financial personnel and
increased business activity.

For the quarter ended Sept. 30, 2006, the net loss was primarily
attributable to minimal operating revenues to support general and
administrative costs.  During the period from Aug. 17, 2005, until
Sept. 30, 2005, the company incurred compensation expense for
option granted to founders, executive and directors which the
company did not incur in the quarter ended Sept. 30, 2006.  As a
result, net loss was lower.

At Sept. 30, 2006, the company's balance sheet showed
$22.5 million in total assets, $2.2 million in total liabilities,
and $20.3 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?18c8

                              Net Cash

For the nine month period ended Sept. 30, 2006, net cash used in
operating activities was $2 million primarily attributed to a net
loss of $2.1 million in the period.

Net cash used in investing activities was $12.1 million, driven
primarily by the investment in oil and gas properties in the Ft.
Worth Basin, an initial investment in properties in the Arkoma
Basin and in the Bina-Bawi project.

Net cash provided by financing activities was $15.4 million, which
was attributed to the sale of common stock and purchase warrants.

                       Going Concern Doubt

Malone & Bailey, PC in Houston, Texas, expressed substantial doubt
about Calibre Energy, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2005.  The auditing firm pointed to the
company's operating losses since inception.

                         About Calibre Energy

Headquartered in Washington, DC, with operating offices in
Houston, Texas, Calibre Energy Inc. (OTC BB: CBRE) --
http://www.calibreenergy.com/-- is a publicly traded exploration  
and production company focused on the acquisition and development
of high quality unconventional gas and oil shale properties in
selected producing basins in North America.  Calibre's current
concentration is the active drilling and development of its
leasehold interests in the Barnett Shale as well as continuing to
add selective new properties to its acreage inventory.


CHIPPEWA COUNTRY: Weak Financial Profile Cues S&P to Cut Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Chippewa
County Hospital Finance Authority to 'BB+' from 'BBB-', reflecting
a weakened financial profile.  The outlook is negative.  

"We expect that War Memorial's management will exercise prudent
judgment in moving forward with its capital projects to avoid
further balance sheet erosion, and will continue to recruit
physicians, streamline operations, and reduce expenses where
necessary," said S&P credit analyst Antionette Maxwell.  "However,
a lower rating is likely if profit margins continue to trend
downward, coupled with declines in already slim liquidity levels
and in service volumes."

The rating reflects the hospital's growing operating losses in
four of the past five years, slim liquidity, sharp decline in
inpatient admissions, additional debt associated with capital
projects that could further stress profitability and increase
leverage, and departures of key physicians and difficulties in
recruiting replacements and additions to the medical staff.

War Memorial's credit strengths include:

    * its dominant business position as a sole community hospital
      in a market area that has virtually no competition;

    * financial results that have improved in the six months
      period from Jun. to Nov. 2006, over the same period in 2005;  
      and

    * the implementation of several operational and financial
      improvements, spearheaded by a CEO who joined the
      organization during the summer of 2005.

Although War Memorial's management team has right-sized coverage
by employed anesthesiologists, eliminated the defined benefit
pension plan, recruited several replacement and new physicians,
and implemented other ongoing cost-containment measures, S&P
questions the sustainability of these positive accomplishments
given that War Memorial had taken similar steps three years ago.

The lowered rating affects $8.7 million in rated debt.


DELTA AIR: Says Disclosure Statement Has Adequate Information
-------------------------------------------------------------
Delta Air Lines, Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
approve the Disclosure Statement explaining their Joint Plan of
Reorganization, filed on December 19, 2006, as containing adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.

Section 1125 provides that plan proponents must afford holders of
impaired claims with adequate information regarding a debtor's
proposed plan.  Thus, a debtor's disclosure statement must
provide information that is reasonably practicable to permit an
informed judgment by impaired creditors entitled to vote on the
plan.

The Plan provides for the separate deemed substantive
consolidation of each of the estates of the Comair Debtors and
the estates of the Delta Debtors for purposes of voting,
confirmation and distribution.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
contends that the Disclosure Statement accompanying the Plan
addresses the salient types of information that provide holders
of impaired claims entitled to vote to accept or reject the Plan
with adequate information to allow them to make an informed
judgment about the Plan.

Mr. Huebner tells the Court that the Disclosure Statement
includes a summary of the Plan, together with a discussion of,
among other things:

   (a) the operation of the Debtors' businesses during the course
       of the their Chapter 11 cases;

   (b) certain events preceding the commencement of the Debtors'
       Chapter 11 cases;

   (c) the Debtors' indebtedness;

   (d) the range of recovery estimates for creditors;

   (e) risk factors affecting the Plan;

   (f) the administration of the Debtors' estates following
       confirmation of the Plan;

   (g) tax consequences of the Plan;

   (h) information regarding claims against the estates;

   (i) a liquidation analysis of the Debtors;

   (j) the Debtors' valuation as a going-concern enterprise; and

   (k) the Debtors' financial projections.

                       About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Wants Court Nod on Solicitation & Tabulation Procedures
------------------------------------------------------------------
Delta Air Lines, Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to:

   (i) approve the form and contents of their proposed
       solicitation package relating to their Joint Plan of
       Reorganization and accompanying Disclosure Statement,
       both filed on December 19, 2006, and the procedures for
       distribution thereof;

  (ii) approve the forms of ballots and establish procedures for
       voting on the Plan; and

(iii) schedule a hearing, and establish notice and objection
       procedures in respect of confirmation of the Plan.

Pursuant to Rule 3017(c) of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to schedule the hearing to
consider the confirmation of the Plan on April 25, 2007, at
2:00 p.m., prevailing Eastern Time.

The proposed Confirmation Hearing date is approximately 75 days
after the Debtors' anticipated date for the entry of an order
approving the Disclosure Statement.

Upon approval of the Disclosure Statement, the Debtors propose to
provide all creditors and equity security holders with the
distribution of a Confirmation Hearing Notice, setting forth:

   (a) the date of the Court's approval of their Disclosure
       Statement;

   (b) the record date for voting on the Plan;

   (c) the date established by which Bankruptcy Services, LLC,
       the Debtors' solicitation agent, must receive all ballots
       voting to accept or reject the Plan;

   (d) the time fixed for filing objections to confirmation of
       the Plan; and

   (e) the time, date and place for the Confirmation Hearing.

The Debtors also propose to publish the Confirmation Hearing
Notice in The Wall Street Journal (National Edition), The
Atlanta-Journal-Constitution, The Salt Lake Tribune, The
Cincinnati Enquirer, and on http://www.deltadocket.com/

The Debtors will provide the Publication Notice in not less than
25 days before the deadline to file objections to the Plan
Confirmation.

The Debtors ask the Court to deem their proposed procedures as
adequate notice of the Confirmation Hearing.

                  Plan Confirmation Objection

In accordance with Rules 2002(b) and 2002(d), and to permit them
adequate time to respond to objections prior to the Confirmation
Hearing, the Debtors propose to establish April 9, 2007 as the
deadline for filing written objections to the confirmation of the
Plan.

Plan Confirmation Objections must specify in detail:

   (i) the name and address of the objector,

  (ii) all grounds for the objection, and

(iii) the amount of the claims or other interests held by the
       objector.

                     Solicitation Package

Upon Court approval of the Disclosure Statement, the Debtors
intend to distribute solicitation packages to all claimholders in
the classes allowed to vote on the Plan.

Under the Plan, these classes are entitled to vote:

      Class               Description
      -----               -----------
      Delta Class 4       General Unsecured Claims
      Delta Class 5       Non-Convenience Class Retiree Claims
      Delta Class 6       Convenience Class Claims
      Comair Class 4      General Unsecured Claims
      Comair Class 5      Convenience Class Claims

Each Solicitation Package will include copies of:

    -- a cover letter describing the contents of the Solicitation
       Package, the contents of any enclosed CD-ROM and
       instructions for how hard copies of any materials provided
       on CD-ROM can be obtained at no charge;

    -- the Court's order approving, inter alia, the Disclosure
       Statement;

    -- a written notice regarding the Confirmation Hearing Date;

    -- a ballot and a pre-addressed postage paid envelope.  A
       full-text copy of the Ballots is available for free at:
       http://ResearchArchives.com/t/s?18d2

    -- the Disclosure Statement with the Plan; and

    -- any other materials as the Court may direct, including,
       but not limited to, any letters from the various official
       committees recommending acceptance of the Plan.

The Debtors expect to complete distribution of the Solicitation
Packages no later than 13 days after Court approval of the
Disclosure Statement.

                 Notices of Non-Voting Status

Under the Plan, claims in these classes are designated as
unimpaired, and are conclusively presumed to accept the Plan:

      Class               Description
      -----               -----------
      Delta Class 1       Other Priority Claims
      Delta Class 2       Secured Aircraft Claims
      Delta Class 3       Other Secured Claims
      Delta Class 7b      Interests in the Delta Subsidiary
      Comair Class 1      Other Priority Claims
      Comair Class 2      Secured Aircraft Claims
      Comair Class 3      Other Secured Claims
      Comair Class 6      Interests in the Comair Debtors

Accordingly, the Debtors propose to send to holders of Unimpaired
Claims a notice informing them that their claims are unimpaired
and sets forth the manner in which a copy of the Plan and
Disclosure Statement may be obtained at no charge.

On the other hand, these Classes are not receiving distributions
under the Plan, and are conclusively presumed to reject the Plan
pursuant to Section 1126(g):

      Class               Description
      -----               -----------
      Delta Class 7a      Interests in Delta
      Delta Class 8       Securities Litigation Claims
      Comair Class 7      Securities Litigation Claims

The Debtors propose to mail to the claimholders of the classes
presumed to reject the Plan a Notice of Non-Voting Status With
Respect to Impaired Classes Deemed to Reject the Plan.

The Debtors also propose to send a Notice of Non-Voting Status
With Respect to Impaired Classes Deemed to Reject the Plan to the
holders of Delta's publicly traded stock as reflected in the
records maintained by the Debtors' transfer agents and the
trustee of any debt securities in non-voting classes as of the
close of business on the Voting Record Date.

The Debtors recognize that the records maintained by those
transfer agents or trustees reflect the brokers, dealers,
commercial banks, trust companies or other nominees through which
the beneficial owners hold the Non-Voting Securities.

Accordingly, the Debtors ask the Court to:

   (i) authorize them to provide the Non-Voting Nominees with
       sufficient copies of the Notice of Non-Voting Status With
       Respect to Impaired Classes Deemed to Reject the Plan to
       forward to the beneficial owners of the Non-Voting
       Securities; and

  (ii) direct the Non-Voting Nominees to forward the Notice of
       Non-Voting Status With Respect to Impaired Classes Deemed
       to Reject the Plan or copies of it to the beneficial
       owners of the Non-Voting Securities within 5 business days
       of the receipt by that Non-Voting Nominees of the Notice.

The Debtors seek the Court's authority to reimburse the Non-
Voting Nominees for the reasonable and customary out-of-pocket
expenses without further Court order in connection with the
distribution of the Notice of Non-Voting Status With Respect to
Impaired Classes Deemed to Reject the Plan.

A full-text copy of the Notices of Non-Voting Status With Respect
to Impaired Classes Deemed to Accept or Deemed to Reject the Plan
is available for free at http://ResearchArchives.com/t/s?18cf

The Debtors also ask the Court to determine that they are not
required to distribute Solicitation Packages to:

     * parties to executory contracts who do not hold either
       allowed claims, or filed or scheduled claims listed as
       contingent, unliquidated or disputed; or

     * holders of claims against the Debtors that have not been
       classified in the Plan pursuant to Section 1123(a)(1).

Mr. Huebner asserts that the Debtors have shown good cause for
implementing the proposed notice and service procedures and that
the notice and service satisfy the requirements of Bankruptcy
Rule 3017(d).

                      Voting Record Date

In accordance with Rules 3017(d) and 3018(a), the record date for
non-securities claims is often the date an order approving the
disclosure statement is entered.  The record holders of a
debtor's public securities, however, generally require advance
notice to enable those responsible for assembling ownership lists
of that debtor's public securities to compile a list of holders
as of a date certain.

Accurate lists often cannot be prepared retroactively as to
ownership on a prior date, Mr. Huebner informs the Court.

Accordingly, the Debtors ask the Court to establish February 1,
2007, as the record date for purposes of determining:

   (a) the creditors who are entitled to vote on the Plan;

   (b) in the case of the Aircraft Claims, the holders of
       aircraft securities entitled to instruct the applicable
       Aircraft Trustees as to how to vote their Aircraft Claims
       with respect to the Plan; and

   (c) in the case of non-voting classes, the creditors and
       interest holders who are entitled to receive certain
       non-voting materials.

                        Voting Deadline

The Debtors propose that all Ballots from a holder of a Claim in
a Class entitled to vote must be properly executed, completed,
and delivered so as to be received by BSI no later than 4:00
p.m., prevailing Eastern Time, on April 9, 2007.

The Debtors submit that the solicitation period is sufficient for
creditors to make an informed decision to accept or reject the
Plan.

However, the Debtors also seek the Court's authority, to extend,
after consultation with the Official Committee of Unsecured
Creditors, the Voting Deadline, if necessary, without further
Court order, to not later than five business days before the
Confirmation Hearing.  The Debtors will publish on
http://www.deltadocket.com/an announcement of the extension.

                Procedures for Ballot Tabulation

The Debtors propose that each claimholder under the Voting
Classes is entitled to vote the amount of its claim as set forth
in their Schedules of Liabilities, as amended.  If that
claimholder has filed a proof of claim, it would be entitled to
vote the amount of its claim as set forth in the proof of claim.

The Debtors' proposed general tabulation procedures are subject
to these exceptions:

   (a) If a claim is deemed allowed under the Plan or a Court
       order, the claim is allowed for voting purposes in the
       deemed Allowed amount;

   (b) If a claim for which a proof of claim has been timely
       filed is wholly contingent, unliquidated or disputed, the
       claim is temporarily allowed only for voting purposes at
       $1, and the Ballot mailed to the holder of the claim
       will be marked as voting at $1;

   (c) If a claim is partially liquidated and partially
       unliquidated, the holder of that claim is allowed for
       voting purposes only in the liquidated amount;

   (d) If a claim has been estimated or allowed for voting
       purposes by Court order, the claim is temporarily allowed
       in the amount so estimated or allowed for voting purposes
       only;

   (e) If a claim is listed in the Schedules as contingent,
       unliquidated or disputed and a proof of claim was not:

         * filed on or before the applicable Court-established
           bar date for the filing of proofs of claim; or

         * deemed timely filed by a Court order prior to the
           Voting Deadline,

       then, unless the Debtors have consented in writing, the
       the claim is disallowed for voting purposes and for
       purposes of allowance and distribution pursuant to
       Bankruptcy Rule 3003(c);

   (f) If the Debtors have filed an objection to a claim before
       the Voting Deadline, the claim is disallowed for voting
       purposes only, except to the extent and in the manner as
       may be set forth in the objection;

   (g) In light of the Court-approved stipulations entered into
       between the Debtors, the Creditors Committee and DP3,
       Inc., neither the Debtors nor their agents will have an
       obligation to consider any proofs of claim filed in
       respect of the Delta Pilots Bridge Plan and the Delta
       Pilots Annuity Plan for purposes of determining whether
       and in what amounts holders of the claims will vote; and

   (h) Any creditor who has filed or purchased duplicate claims,
       whether against the same or multiple Debtors, that are
       classified under the Plan in the same class, will be
       provided with only one Solicitation Package and one ballot
       for voting a single claim in that class, regardless of
       whether the Debtors have objected to the duplicate claims.

The Debtors propose, without further Court order, not to count:

   (i) any Ballot properly completed and executed, but does not
       indicate an acceptance or rejection of the Plan, or
       indicates both an acceptance and rejection of the Plan;

  (ii) any Ballot actually received by the Solicitation Agent
       after the Voting Deadline unless the Debtors, after
       consultation with the Creditors Committee, have granted in
       writing an extension of the Voting Deadline with respect
       to that Ballot;

(iii) any Ballot that is illegible or contains insufficient
       information to permit the identification of the claimant;

  (iv) any Ballot cast by a person or entity that does not hold a
       claim in a Voting Class;

   (v) any Ballot cast for a claim scheduled as unliquidated,
       contingent or disputed for which no proof of claim was
       timely filed;

  (vi) any unsigned or non-originally signed Ballot;

(vii) any Ballot sent directly to any party other than the BSI;

(viii) any Ballot cast for a claim that has been disallowed; and

  (ix) any Ballot transmitted to BSI by facsimile or other
       electronic means.

The Debtors also propose that brokers, banks, dealers or other
agents or nominees through which beneficial owners hold the
Debtors' public securities and are entitled to vote be required
to receive and summarize on a Master Ballot all Beneficial
Ballots cast by the beneficial holders and timely returned.

The Debtors further propose to apply additional rules for the
tabulation of Master Ballots and Ballots cast by Voting Nominees
and Beneficial Holders:

    -- Votes cast by the Beneficial Holders through a Voting
       Nominee will be applied against the positions held by the
       entities in the applicable securities as of the Voting
       Record Date, as evidenced by the record and depository
       listings.  Votes submitted by a Voting Nominee, whether
       pursuant to a Master Ballot or pre-validated Beneficial
       Ballots, will not be counted in excess of the Record
       Amount of the securities held by that Voting Nominee;

    -- To the extent that conflicting votes or "overvotes" are
       submitted by a Voting Nominee, BSI will make a reasonable
       attempt to reconcile discrepancies with the Voting
       Nominees;

    -- To the extent that overvotes on a Master Ballot or
       pre-validated Beneficial Ballots are not reconcilable
       prior to the preparation of the vote certification, BSI
       will apply the votes to accept and to reject the Plan in
       the same proportion as the votes to accept and reject the
       Plan submitted on the Master Ballot or pre-validated
       Beneficial Ballots that contained the overvote, but only
       to the extent of the Voting Nominee's position in the
       applicable security; and

    -- For purposes of tabulating votes, each Voting Nominee or
       Beneficial Holder will be deemed to have voted the
       principal amount of its Claim relating to the security,
       although BSI may be asked to adjust the principal amount
       to reflect the claim amount, including prepetition
       interest.

                      About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIAGNOSTIC CLINIC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Diagnostic Clinic of Houston, P.A.
        1200 Binz
        Houston, TX 77004

Bankruptcy Case No.: 07-30396

Type of Business: The Debtor offers medical services.
                  See http://www.diagnosticclinic.com/

Chapter 11 Petition Date: January 18, 2007

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Edward L. Rothberg, Esq.
                  Weycer Kaplan Pulaski & Zuber
                  11 Greenway Plaza, Suite 1400
                  Houston, TX 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


EARTHSHELL CORP: Production Unimpeded Despite Chapter 11 Filing
---------------------------------------------------------------
Unimpeded by EarthShell(R) Corporation's Chapter 11 bankruptcy
filing, ReNewable Products, Inc., the primary license holder and
manufacturer of earth-friendly biodegradable plates and bowls from
EarthShell(R) Corporation, will continue production and delivery
of EarthShell(R) branded products.

RPI, based in Lebabon, Missouri, manufactures the plates and bowls
made from natural renewable resources (limestone and potato and
corn starches) which fully biodegrade in a commercial or backyard
compost system.  EarthShell(R) branded products manufactured by
RPI also occupy significantly less space in a landfill environment
than traditional food service disposable products.

"While we are saddened about this turn of events for EarthShell(R)
Corporation, RPI is and will continue to be the primary customer
contact for the EarthShell(R) brand," explains Bob Pondo, RPI vice
president of sales.  "Our customers will continue to receive
EarthShell(R) branded products without interruption."

Further, Matthew Wardle, RPI vice president of operations says,
"We are working with all suppliers to ensure existing contracts
and transactions are uninterrupted, while also developing
relationships with new material suppliers that share the same
vision of providing environmentally preferable food service
products to the retail and institutional markets."

The increasing demand for environmentally preferable products
continues to drive growth at RPI.  Media attention and government
legislation directed toward environmental issues such as global
warming are building consumer awareness and initiating action.  
EarthShell(R) dinnerware is currently available at more than 3,500
premier retailers across the nation including Acme, Demoula's
Market Basket, Penn Traffic, Schnucks, Smart & Final, and Wegmans.  
RPI will soon be announcing EarthShell(R) availability in many
other supermarket, mass merchandiser and drug store outlets for
2007.

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology  
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.


EARTHSHELL CORP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: EarthShell Corporation
        1301 York Road, Suite 200
        Lutherville, MD 21093-6005

Bankruptcy Case No.: 07-10086

Type of Business: The Debtor is engaged in the commercialization
                  of composite material technology for the
                  manufacture of foodservice disposable packaging
                  designed with the environment in mind.  See
                  http://www.earthshell.com/

Chapter 11 Petition Date: January 19, 2007

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Derek C. Abbott, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989

Total Assets: $16,173

Total Debts:  $11,865,460

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
E. Khashoggi Industries, LLC  Notes Payable           $1,859,634
800 Miramonte Drive
Santa Barbara, CA 93109

S F Capital Partners          Debenture Settlement    $1,236,734
3600 South Lake Drive
St. Francis, WI 53235-3716

S F Capital Partners          Damages & Interest      $1,108,351
3600 South Lake Drive
St. Francis, WI 53235-3716

D. Scott Houston              Deferred Salary           $399,370
100 North Patterson Avenue
Santa Barbara, CA 93111

Gibson Dun & Crutcher         Accrued Debt              $296,000
333 South Grand Avenue
48th Floor
Los Angeles, CA 90071

Paul Klefel GmbH              Trade Debt                $245,025

Renewable Products Inc.       Notes Payable             $151,924

Simon K. Hodson               Deferred Salary           $150,041

Orix SBAP Goleta Venture      Trade Debt                $130,000

Synagro                       Trade Debt                $119,175

Huhtamaki Van Leer            Trade Debt                $103,695

Joseph E. Hohenwarter, Esq.   Trade Debt                 $70,833

Vincent J. Truant             Note Payable               $61,000

Control System Design Inc.    Trade Debt                 $45,382

Essam Khashoggl               Trade Debt                 $35,500

Kirkpatrick & Lockhart LLP    Trade Debt                 $34,047

Layle Khashoggl               Trade Debt                 $32,000

Serotte, Rockman &            Trade Debt                 $31,200
Wescott PA

Farber, Hass, Hurley          Trade Debt                 $31,075
& McEwen

Alcalde & Fay                 Trade Debt                 $28,640


EMISPHERE TECHN: Board Appoints Lewis H. Bender as Interim CEO
--------------------------------------------------------------
The Board of Directors of Emisphere Technologies Inc. appointed
Lewis H. Bender as Interim Chief Executive Officer and President.

Michael M. Goldberg, M.D, was terminated as Chief Executive
Officer and Chairman of the Board effective Jan. 16, 2007.

Mr. Bender, 47, was Vice President of Business Development.  
He received a B.S and a M.S. in chemical engineering from the
Massachusetts Institute of Technology, a M.A. in international
studies from the University of Pennsylvania and a M.B.A. from the
Wharton School of the University of Pennsylvania.

In 1993, Mr. Bender joined Emisphere and became Senior Vice
President of Business Development in April 1997.

Headquartered in Tarrytown, New York, Emisphere Technologies, Inc.
(Nasdaq: EMIS) -- http://www.emisphere.com/-- is a    
biopharmaceutical company which develops oral forms of injectable
drugs.

At Sept. 30, 2006, the company's balance sheet showed a
stockholder's deficit of $5,557,000, compared to a deficit of
$14,895,00 at Dec. 31, 2005.


ENCORE ACQUISITION: Moody's Places Ratings on Review
----------------------------------------------------
Moody's Investors Service placed Encore Acquisition's Ba3
corporate family rating and all other existing ratings on review
for downgrade upon its announced $400 million acquisition of
Anadarko Petroleum's Big Horn Basin (northern Rocky Mountains)
assets.

Until EAC launches a planned initial public offering of a planned
master limited partnership, it will fund the acquisition 100% with
secured bank revolver debt, a portion of which will be non-
recourse to parent EAC.  Prior to the MLP IPO, we estimate that
consolidated leverage would exceed $7/boe of PD reserves.

The review for downgrade reflects the pending major increase in
leverage to fund the acquisition, even accounting for the
potential deleveraging through the planned MLP IPO later in 2007,
as well as our perception that EAC may be adopting a sustained
shift in financial policy to a more leveraged attempt to
rejuvenate operating trends and diversify asset portfolio risk.  
These actions also follow a year in which EAC incurred downhole
restraints that reduced air injection volumes and largely caused
its missed production targets at its Cedar Creek Anticline high-
pressure air injection tertiary recovery program.  EAC also
incurred disappointing drilling results in East Texas and
Oklahoma.

The acquired property package includes approximately 20 mmboe of
total proven reserves, 90% of which is proven developed and
currently generating approximately 4,000 boe of production per day
and 350 barrels of natural gas liquids per day.  EAC is paying
approximately $20 per boe of proven reserves and approximately
$91,955 per Boe of total daily liquids production.  EAC estimates
modest sustaining capital spending relative to an estimated
approximately $50 million of free cash flow after hedging for the
properties.

The very mature Big Horn properties exhibit low production rates
and comparatively high production costs but also exhibit growth
potential and a slow production decline.  As such, and initially
supported by two years of in-the-money puts of $65.00 per barrel
on approximately two thirds of the acquired production, EAC
believes the properties are suitable for its planned MLP.

EAC appears to be paying a very full price, in part due to their
attraction to the properties' comparatively long reserve life and
suitability for the planned MLP IPO.  EAC has undertaken the
acquisition at up-cycle prices in a soft oil price environment.
Due to the typically higher multiple at which MLP units trade and
would be issued in comparison to common share multiples, MLP
acquirers have been willing to pay more richly for what they deem
to be suitable assets.  Upon the launch of its potential MLP, EAC
would also reduce MLP debt with IPO proceeds.  Prior to
approaching the market, Encore needs to complete three years of
audited revenues less direct operating expenses of the newly
acquired assets operating results and gain go-active status with
its IPO filing after SEC review.

Given the distance to the earliest possible launch of the MLP IPO,
price volatility, the several steps and risks along the way to
getting the IPO ready for launch, and given our expectation that
EAC will henceforth routinely carry significantly more leverage
that in the past, a ratings downgrade is the more likely outcome.  
If downgraded, it would likely be by one notch though, depending
on the degree of future leveraging activities as well as expected
operating trends, further ratings pressure cannot be ruled out at
this time.

Encore Acquisition Company is headquartered in Fort Worth, Texas.


ENESCO GROUP: Wants Auction for Assets Scheduled on February 7
--------------------------------------------------------------
Enesco Group Inc. asks the U.S. Bankruptcy Court for the Northern
District of Illinois in Chicago, for approval to sell its assets
on Feb. 7, 2006, the Associated Press reports.  The company wants
the sale hearing on February 8.

Tinicum Capital Partners II LP, the company's proposed lead buyer,
agreed to open bidding for the Debtors' assets with an undisclosed
offer that would wrap the company's $56 million senior secured
debt.

Court papers show that Tinicum would get a 3% break-up fee of the
purchase price if it's beat out during auction.

Enesco began talks with Tinicum late October 2006 following a
failed discussion with a potential buyer for about a month,
according to court documents.

As reported in the Troubled Company Reporter on Jan. 15, 2007,
after the deal, substantially all of Enesco's assets would be
owned by the Tinicum Capital.  Enesco doesn't anticipate any
distribution to its stockholders from the transaction.

                       About Enesco Group

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home and   
garden d,cor products.  Enesco's product lines include some of the
world's most recognizable brands, including Disney, Heartwood
Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine
Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home d,cor boutiques and direct mail retailers, as well
as mass-market chains.  The company serves markets operating in
Europe, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries in Europe, Canada and a business unit in Hong Kong,
Enesco's international distribution network leads the industry.

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  Shaw
Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors.  The Debtors' financial
condition as of Nov. 30, 2006, showed total assets of $155,350,698
and total debts of $107,903,518.


FINANCIAL MEDIA: Nov. 30 Balance Sheet Upside-Down by $1.7 Million
------------------------------------------------------------------
Financial Media Group Inc. reported an $871,805 net loss on
$1.6 million of revenues for the first quarter ended Nov. 30,
2006, compared with a $553,192 net loss on $1.3 million of
revenues for the same period in 2005.

Selling, general and administrative expenses for the quarter ended
Nov. 30, 2006, were $1.3 million compared to $791,986 for the same
period in 2005.  Impairment of marketable securities for the
quarter ended Nov. 30, 2006, were $1.1 million compared to $1.15
million for the same period in 2005.

Realized loss on sale of marketable securities for the three month
period ended Nov. 30, 2006, was $64,681 compared to realized gain
of $96,005 for the same period in 2005.

At Nov. 30, 2006, the company's balance sheet showed $6.5 million
in total assets and $8.2 million in total liabilities, resulting
in a $1.7 million total stockholders' deficit.

The company's balance sheet at Nov. 30, 2006, also showed strained
liquidity with $6.4 million in total current assets available to
pay $6.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?18c7

                       Going Concern Doubt

Kabani & Company Inc. expressed substantial doubt about
Financial Media's ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended Aug. 31, 2006.  The auditing firm pointed to the company's
accumulated deficit of $3.7 million as of Aug. 31, 2006, and net
loss of $1.6 million for the year ended Aug. 31, 2006.

                        About Financial Media

Financial Media Group Inc. (OTC BB: FNGP.OB) --
http://www.financialmediagroupinc.com/-- is a diversified media  
and advertising company that owns and operates
http://www.wallst.net/a branded financial consumer gateway that  
provides in-depth, original multimedia editorial content, up-to-
the-minute business news, and comprehensive financial tools and
data for investors.

In addition to WallSt.net, Financial Media Group Inc. owns and
operates http://www.mywallst.net/the Web's first multimedia  
social network for the global financial community.  Financial
Media Group Inc. also owns The Wealth Expo, a leading producer of
educational investor expositions that are held across the United
States.


FORD MOTOR: Eyes Partnership With Toyota
----------------------------------------
Ford Motor Co. and Toyota Motor Corp. are considering forming an
alliance since the mid-December talks between Ford Chief Executive
Alan Mulally and Toyota Chairman Fujio Cho, Norihiko Shirouzu and
Jeffrey McCracken of the Wall Street Journal report.  

WSJ says the meeting has run for more than two hours and the two
executives may meet again soon.  A Toyota spokesman disclosed that
the parties did not schedule another meeting but stressed that
Toyota is open-minded to forming a bond to share costs of
developing new technology.

The Japanese business daily newspaper Nihon Keizai Shimbun relates
that Toyota aims to have a partnership with Ford as a way to ease
potential friction with the U.S. auto industry.

According to WSJ, Ford could be interested in a partnership with
Toyota that could focus on powertrain technology such as gasoline-
electric hybrid engines or on smaller, four-cylinder engines.

It is dubious Toyota would seek to buy a Ford stake albeit
Toyota's market capitalization far exceeds Ford's, Analysts told
WSJ, pointing out to Ford founder Henry Ford's descendants who
controlled the 40% voting stock as a primary barrier.  Analysts
add that Toyota has avoided large-scale acquisitions and unions
with rival auto makers while Ford has too many financial troubles
to buy a Toyota stake.

Analysts, WSJ notes, expect Toyota to outsell Ford in the U.S. on
an annual basis as early as this year.

                         About Ford Motor

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

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co. after the company increased
the size of its proposed senior secured credit facilities to
between $17.5 billion and $18.5 billion, up from $15 billion.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of
both the secured facilities and the senior unsecured convertible
notes being offered.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's US$3 billion of senior convertible notes due
2036.


FORD MOTOR: Mark Fields Giving Up Use of Company Plane
------------------------------------------------------
Mark Fields, the head of North American operations at Ford Motor
Co., told the United Press Institute that he would give up his
free use of a company plane to fly home to south Florida from
Detroit on weekends.

According to UPI, Mr. Fields had been widely criticized for
using Ford Motor's jet when the firm is trying to make up for a
projected $4.5 billion loss in its North American operations
last year, out of the total $7 billion loss.

UPI notes that the Detroit-Florida flights cost Ford Motor
$214,479 in the fourth quarter of 2005, the only period Ford
Motor has made public.  The full cost for last year is likely to
be disclosed later this year.

Mr. Fields was put in charge of the North American operations,
Ford Motor's largest business sector in October 2005.  His
compensation that year was $3.2 million, including a
$1-million bonus to take the job, UPI states.

Bryce G. Hoffman of The Detroit News writes that part of Mr.
Fields' compensation contract when he was promoted to head Ford's
Americas group in 2005, was the use of the Ford corporate jet for
personal travel.  

Mr. Hoffman relates that Ford spokesman Tom Hoyt confirmed Mr.
Field's decision.  Mr. Fields was worried that the controversy was
distracting Ford's efforts to turnaround its North American
automobile operations.

"He doesn't want this or any other issue to distract the team,"
Mr. Hoyt said, adding that decision was Fields' alone.  "This was
Mark's decision.  The company supported his commitment to his
family."

Mr. Fields will continue his weekly commute from south Florida,
where his family lives, using a commercial carrier, Mr. Hoffman
reports.

During his career at Ford, Mr. Fields and his family have
relocated several times.  He felt the deal would allow him to give
Ford his undivided attention during the week while avoiding
another disruption for his wife and children, Mr. Hoffman says.

Mr. Fields was credited for turning around Ford's European and
Premier Automotive Group as head for 17 months, the Associated
Press relates.

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

                          *    *    *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan
and '2' recovery ratings on Ford Motor Co. after the company
increased the size of its proposed senior secured credit
facilities to between $17.5 billion and $18.5 billion, up
from $15 billion.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of
both the secured facilities and the senior unsecured convertible
notes being offered.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes
due 2036.


GAP INC: Pressler Resigns as President & Chief Executive Officer
----------------------------------------------------------------
The Gap Inc. president and chief executive officer Paul Pressler
will step down from his position, as well as resign his seat on
the company's board, effective immediately.

Robert J. Fisher, the company's current non-executive chairman of
the board of directors, will also serve as president and chief
executive officer on an interim basis, effective immediately.

Robert J. Fisher, chairman of Gap Inc.'s board of directors said,
"We want to thank Paul for the hard work and dedication that he
has shown Gap Inc. over the past four years.

"Under his leadership, the company has meaningfully improved its
operations, strengthened its balance sheet, greatly enhanced its
on-line presence across the brand portfolio and improved its
standing as a global corporate citizen.  We appreciate all of his
efforts and wish Paul every success in the future," Mr. Fisher
added.

"I have enjoyed the opportunity to lead this iconic company over
the past four years.  It has been a pleasure to work with the
management team and such talented people throughout the
organization," Mr. Pressler said.

"Gap Inc. is a company with tremendous potential and I wish all
the employees much success in the years ahead."

The board will begin a search for a new chief executive officer.  
A search committee has been formed by the board and will be led by
independent Gap Inc. director Adrian D. Bellamy, chairman of The
Body Shop International plc.

Additional directors serving on the committee include:

   -- Donald G. Fisher, Gap Inc.'s founder and Chairman Emeritus,

   -- Domenico De Sole, former president and chief executive
      officer, Gucci Group NV, and

   -- Bob L. Martin, the company's lead independent director and
      former president and chief executive officer of Wal-Mart
      International.  

The search committee's preference is to focus their efforts on
recruiting a chief executive officer who has deep retailing and
merchandising experience ideally in apparel, understands the
creative process, and can effectively execute strategies in large,
complex environments while maintaining strong financial
discipline.

"I look forward to serving our employees, customers, and
shareholders as interim CEO," Mr. Fisher said.  "My personal ties
and nearly 30-year professional history in operating roles at the
company and as a board member have resulted in a deep appreciation
for the creative process, gratitude to our customers who have
supported us for the past 38 years and profound respect for the
talented and passionate employees, past and present who have built
this company.

"During this important transition period for our company, the
board of directors and I are committed to working with our
employees to enhance our focus on what has been at the heart of
the company's past success, reinvigorating our brands and charting
a new course for the future that will deliver strong returns for
our shareholders."

During his nearly 30-year history at Gap Inc., Mr. Fisher started
with the company as a store manager in 1980 and worked his way up
through the company's merchandising ranks.  He also held a variety
of senior executive leadership positions at the company, including
chief operating officer, chief financial officer, president of
Banana Republic and president of Gap brand.  Mr. Fisher has served
on the company's board of directors since 1990.

Pursuant to Mr. Pressler's employment agreement dated Sept. 25,
2002, which was disclosed at the time of his hire, Mr. Pressler is
eligible for severance benefits subject to certain conditions as
described in more detail in his agreement:

   -- Salary of up to $1.5 million per annum payable over a
      24-month period, subject to cessation or reduction if he
      accepts other employment or compensation,

   -- Future bonuses he would have otherwise received during the
      24-month period, up to an aggregate $1.5 million, if company
      financial performance targets are met and subject to
      elimination or reduction if he accepts other employment or
      compensation; he will not receive a bonus for fiscal 2006,

   -- Stock option acceleration with approximately $9.5 million of
      in-the-money value, assuming a company stock price of
      $20 per share.

In total, and subject to reduction if Mr. Pressler accepts other
employment or compensation during the 24-month period, he is
eligible for up to approximately $14 million associated with his
severance with the company, assuming a company stock price of
$20 per share.  He is also eligible to receive nominal health
benefits.

The company will release 2006 fourth quarter and full-year
earnings on March 1, 2007, and continues to expect 2006 earnings
per share of $0.83 to $0.87 per share, 2006 full-year operating
margins of about 7% and free cash flow to be about $650 million
for the full year.

The company also continues to expect the percent increase in
inventory per square foot at the end of the fourth quarter of
fiscal 2006 to be in the low single digits versus prior year.

                          About Gap Inc.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an  
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic in
Southeast Asia and the Middle East.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch has downgraded its ratings on The Gap Inc.'s Issuer Default
Rating to 'BB+' from 'BBB-' and Senior unsecured notes to 'BB+'
from 'BBB-'.  The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  S&P said the outlook is stable.


GEO GROUP: S&P Rates New $515 Million Senior Facility at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to The GEO Group Inc.'s new $515 million senior secured
credit facility.  It comprises an upsized $150 million revolving
credit facility due 2010 and a proposed $365 million term loan B
due 2014.  The facility was rated 'BB', with a recovery rating of
'1', indicating a high expectation for full recovery of principal
in the event of a payment default.

S&P has affirmed its 'BB-' corporate credit rating on GEO and
revised the rating outlook to negative from stable.  Also, the
rating on GEO's senior unsecured debt rating was lowered to 'B'
from 'B+', reflecting unsecured lenders' less favorable recovery
position than the senior secured lenders under the company's pro
forma capital structure.

Accordingly, we have also lowered our preliminary senior unsecured
shelf debt rating to 'B' from 'B+'.

Proceeds from the $365 million term loan facility will be used in
conjunction with cash to fund the acquisition of CentraCore
Properties Trust, a correctional and detention facility REIT, for
about $396.1 million plus related transaction fees.  Pro forma for
the transaction, GEO is expected to have about $515 million in
total debt outstanding, excluding
nonrecourse debt.

"The 'BB-' corporate credit rating reflects GEO's narrow business
focus, customer concentration, and highly leveraged financial
profile," said S&P credit analyst Mark Salierno.   "These factors
are somewhat mitigated by the company's strong market position in
the highly regulated U.S. private correctional facility management
industry, as well as favorable demographic
trends."

When the transaction closes, GEO's capital structure will be more
highly leveraged and its credit measures will weaken, despite a
reduction in operating lease obligations.  On a pro forma basis,
we expect lease- and pension-adjusted total debt to EBITDA to be
about 5.4x.  We believe GEO will improve credit measures in the
near term by maintaining its strong operating performance and by
applying free cash flow to debt reduction.

The company has limited flexibility at the current rating level
for additional debt-financed acquisitions.


GLASSMASTER CO: Posts $122,673 Net Loss in Period Ended December 3
------------------------------------------------------------------
Glassmaster Company Inc. reported a $122,673 net loss on
$4.5 million of sales for the first quarter ended Dec. 3, 2006,
compared with a $98,886 net loss on $5.3 million of sales for the
same period ended Dec. 4, 2005.  

The loss during the quarter ended Dec. 3, 2006, is due to lower
sales in the Industrial Products segment leading to a consolidated
decrease of $791,239 in sales from the first quarter of the prior
year.  The sales decrease is due to working capital constraints
that have limited the company's ability to purchase raw materials.
Margins remained consistent at 14% over the two periods.

At Dec. 3, 2006, the company's balance sheet showed $12.08 million
in total assets and $12.15 million in total liabilities, resulting
in a $71,492 total stockholders' deficit.

The company's balance sheet at Dec. 3, 2006, also showed strained
liquidity with $7.3 million in total current assets available to
pay $11.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 3, 2006, are available
for free at http://researcharchives.com/t/s?18c6

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Elliott Davis LLC expressed substantial doubt about Glassmaster
Company Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended Aug. 31, 2006.  The auditing firm pointed to the company's
loss from operations during the past fiscal year and working
capital deficit at Aug. 31, 2006.

                     About Glassmaster Company

Based in Lexington, South Carolina, Glassmaster Company Inc.
(OTC: GLMA.OB) -- http://www.glassmaster.com/ -- develops and   
manufactures extruded monofilaments, fishing and cutting line,  
abrasive nylon monofilaments, flexible control cables, switch
panels,  electronic test equipment, and the Modular T-slotted
Composite Framework System.  The company employs 300 process
engineers, marketing specialists, management personnel and
production technicians at Lexington, South Carolina, and
Kalamazoo, Michigan.


GREAT CANADIAN: Moody's Rates Proposed CDN$400 Mil. Loan at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating,
Ba3 probability of default rating and stable ratings outlook to
Great Canadian Gaming Corporation.

A Ba2/LGD-2 was assigned to the company's proposed CDN$200 million
senior secured 5-year revolver and CDN$200 million senior secured
term loan B due 2014.

A B2/LGD-5 was assigned to the company's CDN$200 million proposed
senior subordinated notes due 2015.

Proceeds from the proposed offerings will be used to repay Great
Canadian's existing bridge facilities that expire later this year.  
Although the revolver will be un-drawn at closing, the company
expects to use it along with cash from operations and proceeds
from any new debt or equity offering (to the extent necessary) to
finance expansion, business development activity and for general
corporate purposes.  The proposed offerings are part of a
recapitalization plan that began in August 2006 designed to obtain
a more flexible debt structure that would more easily allow the
funding of future development opportunities.

The ratings consider the company's leading market position,
eligibility for capital spending reimbursement programs in British
Columbia and Nova Scotia, and substantial barriers to entry.  The
rating also acknowledges that over 50% of its consolidated cash
flow currently comes from two casinos, and that the company's debt
increased significantly to acquire and expand its properties over
the past few years without a corresponding increase in
profitability.  As a result, it is expected to take several
additional quarters for the relatively new management team to
further improve profitability as it continues to focus on cost
containment and cutting.

The stable ratings outlook anticipates further profitability
improvement as a result of ongoing cost cutting and containment
efforts along with Great Canadian's considerable capital
investment over the past three years.  As a result of this
investment, the company can allocate the majority of its capital
expenditures for growth initiatives.  The stable outlook also
recognizes that the company retroactively changed its accounting
policy with respect to capital spending reimbursements.  Great
Canadian now records reimbursements from British Columbia as
revenue in the period it is earned and no longer records it as an
asset accrual.  Nova Scotia, which also gives capital expenditure
reimbursements, will continue to be recorded as an asset accrual.
Despite the different accounting treatments, the stable outlook
gives positive credit to the favorable cash flow impact of
reimbursements from British Columbia and Nova Scotia.

Higher debt levels, failure to achieve further margin improvement
over the next 18-24 month period, and/or another round of
significant senior manager turnover could have a negative impact
on ratings.  Ratings improvement is limited over the near-term
given the expectation that it will take several quarters for Great
Canadian's relatively new management team to improve profitability
as it focuses on expense management and the optimization of
existing assets.  Longer-term, ratings improvement is possible to
the extent margin and leverage improvement is achieved and
sustainable.  Targeted metrics calculated according to Moody's
standard financial adjustment methodology (and excluding capital
spending reimbursements from Nova Scotia) include debt/EBITDA
at/or below 4.0x, pre-tax income/revenues above 8%, and pre-tax
income/average assets above 5%.

Great Canadian Gaming Corporation, a TSX-listed company (SYMBOL:
GCD) headquartered in Richmond, British Columbia, is a multi-
jurisdictional gaming and entertainment operator in Canada with
operations in British Columbia, Ontario and Nova Scotia.  The
company also operates four card rooms in the State of Washington.
Ross McLeod, Chairman and Chief Executive Officer, together with
immediate family and affiliates, beneficially owned 25.8% of
outstanding common shares as of Dec. 31, 2006.  Revenue for the
last twelve months ended Sept. 30, 2006 was CDN$930 million.


GREAT CANADIAN: S&P Rates Proposed CDN$400 Mil. Senior Loan at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and '2' recovery rating to Great Canadian Gaming
Corporation's proposed CDN$400 million senior secured credit
facility, reflecting S&P expectation of a substantial (80%-100%)
recovery of principal in the event of a payment default.

S&P also assigned its 'B+' rating to the company's planned $173
million senior subordinated notes due 2015.  These securities will
be issued under Rule 144a without registration rights.  S&P also
assigned its 'BB' corporate credit rating to GCG and the outlook
is stable.

The ratings on GCG reflect the limited level of competition in the
markets in which the company operates, its solid market share in
British Columbia, and the company's ability to receive
reimbursements from some of the provincial governments for capital
expenditures.  Still, these factors are somewhat tempered by GCG's
high effective tax rate and its moderate-size cash flow base.


GSAMP TRUST: Moody's Rates Class B-2 Certificates at Ba2
--------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by GSAMP Trust 2006-HE8, and ratings ranging
from Aa1 to Ba2 to the mezzanine certificates in the deal.

The securitization is backed by fixed-rate and adjustable-rate
subprime mortgage loans acquired by SouthStar Funding, LLC, Aames
Capital Corporation, and NovaStar Mortgage, Inc.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
overcollateralization, and an interest rate swap and rate cap
agreement between the trust and Goldman Sachs Mitsui Marine
Derivative Products, L.P. Moody's expects collateral losses to
range from 6.00% to 6.50%.

Litton Loan Servicing LP (Litton), and Avelo Mortgage, L.L.C. will
service the loans. Wells Fargo Bank, N.A. (Wells Fargo) will act
as master servicer.  Moody's has assigned Litton its top servicer
quality rating of SQ1 as primary servicer of subprime loans.  
Furthermore, Moody's has assigned Wells Fargo its top servicer
quality rating of SQ1 as a master servicer.

The Complete Rating Actions are:

GSAMP Trust 2006-HE8

Mortgage Pass-Through Certificates, Series 2006-HE8

         * Cl. A-1, Assigned Aaa
         * Cl. A-2A, Assigned Aaa
         * Cl. A-2B, Assigned Aaa
         * Cl. A-2C, Assigned Aaa
         * Cl. A-2D, Assigned Aaa
         * Cl. M-1, Assigned Aa1
         * Cl. M-2, Assigned Aa2
         * Cl. M-3, Assigned Aa3
         * Cl. M-4, Assigned A1
         * Cl. M-5, Assigned A2
         * Cl. M-6, Assigned A3
         * Cl. M-7, Assigned Baa1
         * Cl. M-8, Assigned Baa2
         * Cl. M-9, Assigned Baa2
         * Cl. B-1, Assigned Ba1
         * Cl. B-2, Assigned Ba2


HEADWATERS INC: S&P Rates Proposed $135 Million Senior Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' subordinated
debt rating to the proposed $135 million 2.5% convertible senior
subordinated notes due 2014 of Headwaters Inc. The notes are to be
issued under Rule 144a with registration rights.

Proceeds from the notes offering will be used to repay a portion
of the company's senior secured credit facility.

Headwaters had about $655 million of debt, adjusted for operating
leases, at Sept. 30, 2006.

The ratings on South Jordan, Utah-based Headwaters reflect
meaningful business risks, including an aggressive acquisition
strategy, an alternative energy business whose prospects are
uncertain, and cyclical demand for its products.  These factors
overshadow Headwaters' strengths, including its favorable position
within selected niche businesses for construction materials,
healthy operating margins, moderate capital spending requirements,
and demonstrated willingness to issue equity to help fund growth.


HEBER HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Heber Homes, Inc.
        117 East County Line Road
        Springdale, AR 72764

Bankruptcy Case No.: 07-10268

Type of Business: The Debtor's president, Benjamin Franklin
                  Caston, filed for chapter 11 protection on
                  Jan. 9, 2007 (Bankr. W.D. Ark. Case No.
                  07-70063)

Chapter 11 Petition Date: January 18, 2007

Court: Eastern District of Arkansas (Batesville)

Judge: Audrey R. Evans

Debtor's Counsel: Stanley V. Bond, Esq.
                  Attorney at Law
                  P.O. Box 1893
                  Fayetteville, AR 72702-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Total Assets: Not Stated

Total Debts:  $1,303,965

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


HUDSON RESEARCH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hudson Research, Inc.
        115 Hoyt Avenue
        Mamaroneck, NY 10543

Bankruptcy Case No.: 07-22046

Type of Business: In addition to its Internet & Web Development
                  activities, the Debtor's facility in Mamaroneck
                  include the first full service Electro-Optics
                  Foundry, an optical shop, an electronics lab, an
                  electro-optics lab, mechanical fabrication
                  areas, design facilities, technical library,
                  conference and office areas.  See
                  http://www.hudsonresearch.com/

Chapter 11 Petition Date: January 17, 2007

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Lawrence R. Reich, Esq.
                  Reich Reich & Reich, P.C.
                  175 Main Street Suite 300
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604

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
   ------                     ---------------       ------------
Anthony Catanese, Jr.         Consulting fees           $250,000
724 First Street
Mamaroneck, NY 10543

115 Hoyt LLC                  Rent arrears              $180,000
724 First Street
Mamaroneck, NY 10543

Cubic Defense Applications    Loans                     $150,000
9333 Balboa Avenue
San Diego, CA 92123

Anthony Catanese, Jr.         Loan                      $100,000
724 First Street
Mamaroneck, NY 10543

Sandra Birnbach               Salary                     $96,000

Alan Roth                     Sales commissions          $45,000

Richard Hein, Inc.            Machining services         $42,623
                              Judgment entered
                              11/28/06

Eileen Harris-Norton          Loan                       $35,000

Eric Davis                    Loan                       $20,000

Anthony Catanese              Estimated back             $10,000
                              salary

Ostrolenk Faber Gerb &        Legal fees                  $8,000
Soofe, Esqs.

David Mahl                    Loan                        $7,500

Con Edison                    Utilities                   $6,700

Global Industrial Equipment   Factory equipment           $6,400
                              and supplies

Joanna Stein                  Loan                        $5,000

Bronx Welding                 Supplies                    $3,400

Home Depot                    Supplies                    $2,900

Allied Electronics, Inc.      Electronic parts            $2,500

Kurt J. Lesker                Vacuum hardware             $1,750

Newark Inone                  Electronic parts            $1,700


INTELSAT BERMUDA: Issues $600 Million Floating Rate Senior Notes
----------------------------------------------------------------
Intelsat Bermuda Ltd. issued $600 million in aggregate principal
amount of Floating Rate Senior Notes due 2015.  The Refinancing
Notes bear interest at LIBOR plus 350 basis points.  The net
proceeds from the Refinancing Notes, together with cash on hand,
were used to refinance the company's outstanding $600 million
senior unsecured credit facility.

The Indenture contains covenants which include, among other
things:

   -- a limitation on Intelsat Bermuda and some of its
      subsidiaries' ability to incur or guarantee additional debt
      or issue disqualified or preferred stock;

   -- a limitation on Intelsat Bermuda's and some of its
      subsidiaries' ability to pay dividends, make other equity
      distributions or repurchase or redeem capital stock;

   -- a limitation on Intelsat Bermuda's and some of its
      subsidiaries' ability to make certain investments;

   -- a limitation on Intelsat Bermuda's and some of its
      subsidiaries' ability to enter into transactions with
      affiliates;

   -- a limitation on merger, consolidation, amalgamation and
      sale of assets applicable to Intelsat Bermuda and some of
      its subsidiaries; and

   -- a limitation on Intelsat Bermuda's and some of its
      subsidiaries' ability to incur liens on any of Intelsat
      Bermuda's assets securing other indebtedness.

The Indenture also contains events of default with respect to:

   -- default in payments of interest after a 30-day grace period
      or a default in the payment of principal when due;

   -- subject to a certain exception, default in the performance
      of any covenant in the Indenture that continues for more
      than 60 days after notice of default has been provided to
      Intelsat Bermuda;

   -- failure to make any payment when due, including applicable
      grace periods, under any indebtedness for money borrowed by
      Intelsat, Ltd., Intelsat Bermuda or a significant
      subsidiary thereof having a principal amount in excess of
      $75 million;

   -- the acceleration of the maturity of any indebtedness for
      money borrowed by Intelsat, Ltd., Intelsat Bermuda or a
      significant subsidiary thereof having a principal amount in
      excess of $75 million;

   -- failure by Intelsat, Ltd., Intelsat Bermuda or a
      significant subsidiary to pay final judgments aggregating
      in excess of $75 million, which judgments are not
      discharged, waived or stayed for 60 days; and

   -- certain events of bankruptcy, insolvency or reorganization
      of Intelsat, Ltd., Intelsat Bermuda or a significant
      subsidiary.

The Refinancing Notes are redeemable on the dates, at the
redemption prices and in the manner specified in the Indenture.

Intelsat Bermuda agreed pursuant to a registration rights
agreement to make an offer to exchange the Refinancing Notes
for registered, publicly tradable notes that have substantially
identical terms to the Refinancing Notes.

A full-text copy of the Company's Indenture is available for
free at: http://ResearchArchives.com/t/s?18c4

A full-text copy of the Company's Registration Rights Agreement is
available for free at: http://ResearchArchives.com/t/s?18c5

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.

                        *     *     *

On Oct. 17, 2006, Fitch Ratings assigned a 'CCC+' rating and 'RR6'
Recovery Rating to the $600 million senior unsecured credit
facility of Intelsat Bermuda, Ltd., which is a subsidiary of
Intelsat, Ltd.


INZON CORP: DeJoyaGriffith Raises Going Concern Doubt
-----------------------------------------------------
DeJoyaGriffith and Company LLC, Henderson, NV, expressed
substantial doubt about Inzon Corp.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Sept. 30, 2006.  The auditing firm pointed to
the company's accumulated deficit of $3,755,183 at Sept. 30, 2006,
losses from start-up operations and substantial need for working
capital.

Inzon Corp. reported a $2.4 million net loss on $5.4 million of
revenues for the year ended Sept. 30, 2006, compared with a
$1.2 million net loss on $556,344 of revenues for the year ended
Sept. 30, 2005.  The increase in net loss was due to the first
full year of operations and increased expenses in the first year.

At Sept. 30, 2006, the company's balance sheet showed $1.1 million  
in total assets and $2.7 million in total liabilities, resulting
in a $1.6 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $70,709 in total current assets available
to pay $2.6 million in total current liabilities.

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?18c9

                          About InZon

Based in Delray Beach, Florida, InZon Corporation (OTC BB: IZONE)
-- http://www.inzon.net/-- uses Voice over Internet Protocol  
technology to provide voice, fax, data and conference call
services on an ASP platform using its own hybrid VoIP/TDM network.


J.P. MORGAN: S&P Downgrades Rating on Class L Certificates to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2004-
FL1.

Concurrently, the rating on one class was lowered.  At the
same time, the ratings on five classes from the same transaction
were affirmed.

The upgrades and affirmations reflect Standard & Poor's analysis
of the remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.

The lowering of the rating on class L reflects our estimated
valuation decline for the sole specially serviced asset, which has
experienced decreases in occupancy and net cash flows since
issuance.

As of the Jan. 16, 2007, remittance report, the trust collateral
consisted of the senior participation interests in three one-month
LIBOR indexed floating-rate partial or interest-only mortgage
loans and one real estate owned asset.  The pool balance has
declined 72% since issuance, to $207.7 million.

The remaining loans each have subordinate interests that are held
outside of the trust.  All of the remaining loans have maturities
in 2007 or 2008 with extension options remaining.  To date, the
trust has experienced no losses.

Block at Orange is the largest exposure in the pool, with a trust
balance of $120 million (58%) and a whole-loan balance of
$135 million.  The loan is secured by a 729,900-sq.-ft. open-air
anchored retail center in Orange, Calif.

The master servicer, Midland Loan Services Inc. (Midland), placed
this loan on the watchlist because the sponsor of the loan, The
Mills Corp. (Mills; not rated), a Virginia-based REIT, has
disclosed that it is being investigated by the SEC and plans to
restate its earnings.  On Jan. 17, 2007, Mills agreed to be
acquired by a Canadian asset manager, Brookfield Asset Management
Inc. The transaction is scheduled to close in the second half of
the year.  S&P will continue to monitor the situation and evaluate
the financial and operational effects, if any, on the performance
of the trust collateral.  As of June 2006, the servicer reported a
debt service coverage (DSC) of 1.96x and an occupancy rate of 98%.
Standard & Poor's derived net cash flow has increased 12% compared
with the level at issuance.  The loan maturity was extended 12
months to January 2008, and one 12-month extension option remains.  

The second-largest loan is secured by Shops at Sunset Place, a
519,100-sq.-ft. lifestyle retail center in South Miami, Fla.  The
whole-loan balance is $91.4 million and the trust balance is
$81.5 million.  The servicer reported a 76% occupancy rate as of
September 2006 and a 1.29x DSC as of June 2006.  Standard & Poor's
adjusted NCF is comparable to its level at issuance.

The loan matures in May 2007 with two 12-month extension options
remaining.

The fourth-largest loan is secured by Oasis Apartments, a 128-unit
garden-style apartment complex in Las Vegas, Nev.  The trust
balance is $2.5 million and a junior participation of $2.1 million
resides outside the trust.  The loan was previously transferred to
the special servicer because the property was unable to meet
certain DSC test requirements to exercise its extension option
upon the loan's maturity.  The special servicer has waived the
DSC test requirements and allowed a one-year extension.  The loan
has since been returned to the master servicer.  The servicer
reported a DSC of 1.51x as of June 2006 and occupancy of 96% as of
May 2006.  The loan matures in August 2007 and has one 12-month
extension option remaining.  According to the master servicer, any
special servicing or workout fees related to the asset have been
waived by the special servicer.

The sole specially serviced asset, West Park Apartments, is a 200-
unit garden-style apartment complex in Dallas, Texas.  The loan
was transferred to the special servicer in April 2006 due to
imminent default after the borrower was unable to extend or
refinance the loan upon its maturity and the asset became REO in
June 2006.  The total trust exposure, including advancing, was
$4.0 million as of December 2006.  A junior participation of
$2.5 million resides outside the trust.  The current occupancy is
83%, and the last reported DSC was 0.91x as of December 2005.  
Standard & Poor's adjusted NCF for December 2005 had declined by
28% since issuance.  The special servicer recently listed the
property for sale, and it will be marketed by the end of the
month.  An appraisal reduction amount of $1.9 million is in effect
as of December 2006.  Based on discussions with the master
servicer, the junior participation will be the first to bear any
losses on the asset, including special servicing fees.

                          Ratings Raised
   
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-FL1

                       Rating
                       ------
        Class      To         From   Credit enhancement(%)
        -----      --         ----   ---------------------
        B          AAA        AA+            40.42
        C          AAA        AA             34.53
        D          AAA        AA-            29.82
        E          AA+        A+             24.88
        F          AA-        A              20.59
        G          A+         A-             16.73
        H          A-         BBB+           12.87
  
                          Rating Lowered
   
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-FL1

                     Rating
                     ------
        Class     To       From      Credit enhancement(%)
        -----     --       ----      ---------------------
        L         BB       BBB-              0.00

                        Ratings Affirmed
   
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2004-FL1

         Class          Rating        Credit enhancement(%)
         -----          ------        ---------------------
         A-2            AAA                  47.62
         J              BBB                   9.44
         K              BBB-                  5.79
         X-1B           AAA                   N/A
         X-FL           AAA                   N/A
   
                       N/A - Not applicable.


JOHN SLIEMERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: John D. Sliemers
        Jane A. Sliemers
        8406 Gleneagles Court
        Dublin, OH 43017

Bankruptcy Case No.: 07-50301

Chapter 11 Petition Date: January 17, 2007

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtors' Counsel: Mark Ditullio, Esq.
                  Mark Ditullio, Attorney at Law
                  169 East Livingston Avenue, Suite 1100
                  Columbus, OH 43215-1516
                  Tel: (614) 461-1516
                  Fax: (614) 461-1520

Total Assets: $1,269,323

Total Debts:  $1,713,346

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Greenpoint Mortgage           Mortgage                  $552,000
P.O. Box 1093                 Value:
Branford, CT 06405-8093       $552,000
                              Net Unsecured:
                              $52,000

WM Specialty Mortgage LLC     Mortgage                  $214,000
c/o Ameriquest Mortgage Co.   Value:
505 City Parkway West         $193,000
Orange, CA 92868              Net Unsecured:
                              $21,000

Deutsche Bank National Trust  Mortgage                  $207,000
c/o Ameriquest Mortgage Co.   Value:
505 City Parkway West         $186,000
Orange, CA 92860              Net Unsecured:
                              $21,000

Deutsche Bank National Trust  Mortgage                  $194,000
c/o Ameriquest Mortgage Co.   Value:
505 City Parkway West         $183,000
Orange, CA 92860              Net Unsecured:
                              $11,000

Deutsche Bank National Trust  Mortgage                  $194,000
c/o Ameriquest Mortgage Co.   Value:
505 City Parkway West         $183,000
Orange, CA 92860              Net Unsecured:
                              $11,000

Greenpoint Mortgage           Mortgage                  $104,507
c/o GMAC                      Value:
P.O. Box 4622                 $440,000
Waterloo, IA 50704-4622       Net Unsecured:
                              $104,507

Keybank                       Business debt              $51,317

Advanta Bank Corp.            Business debt              $30,273

MBNA America                  Credit card                $27,506
                              purchases

Discover                      Credit card                $22,565
                              purchases

AT&T Universal Card           Credit card                $22,388
                              purchases

MBNA America                  Credit card                $19,301
                              purchases

Chase Mastercard              Credit card                $16,872
                              purchases

Chase Visa                    Credit card                $12,091
                              purchases

Sam's Club                    Business debt              $11,207

Discover                      Business debt              $11,064

US Bank                       Credit card                 $8,888
                              purchases

American Express              Business debt               $7,530

Capital One Bank              Business debt               $3,168

US Bank                       Business debt               $2,778


KGEN LLC: S&P Rates Planned $400 Million Credit Facilities at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
KGen LLC's planned credit facilities, including:

    * a $200 million first-lien term loan due 2014,
    * a $120 million synthetic LOC due 2014, and
    * an $80 million revolving working-capital facility due 2012.

The outlook is stable.

S&P assigned its '1' recovery rating to the facilities.  It
indicates that lenders can expect to receive full recovery of
principal in a default scenario.

Houston, Texas-based KGen generates cash flow through ownership of
five natural gas-fired power plants totaling 3,030 MW in the
southeastern U.S.

The stable outlook reflects favorable prospects for stable cash
flow from the Georgia Power purchase-power agreement, large
liquidity balances, declining reserve margins in the Entergy and
Southern subregions, and a relative low debt per kW debt burden on
the assets.  A 50% cash flow sweep could reduce debt balances
during the PPA period, if other assets can realize decent levels
of cash flow.

"An upgrade would require material debt reduction before maturity,
and favorable prospects for market power prices and growing
capacity factors for KGen's units, or favorable long-term
contracting of capacity, " said S&P credit analyst Terry A. Pratt.  
"A downgrade could occur if market prices decline to levels that
would not support sufficient deleveraging, or if operational
problems emerge," he continued.


KIRKLAND KNIGHT: Gets Court Nod to Use Madison's Cash Collateral
----------------------------------------------------------------
The U.S Bankruptcy Court for the Northern District of California
gave Kirkland Knightsbridge LLC permission to use cash collateral
securing repayments of its obligations to Madison Capital Group
LLC.

As reported in the Troubled Company Reporter on Dec. 14, 2006, the
Debtor and its affiliate, Kirkland Cattle Company, on Feb. 2,
2004, jointly borrowed $20,000,000 from The Travelers Insurance
Co..  The loan was to be used in consolidating and refinancing
obligations as well as for working capital.  The loan was later
assigned to Met Life Insurance Company of Connecticut and then
finally assigned to Madison Capital Group LLC.

The Debtor says that this loan was evidenced by a promissory note,
deed of trust, and other collateral documentation.  Pursuant to
the loan documents, Madison Capital holds lien on the Debtor's
grape crop, certain other personal property, and their proceeds.

The Debtor said it needs the cash to pay ongoing operational
expenses in order to promulgate a plan of reorganization, and to
pay postpetition payroll and other critical operating expenses.

To provide Madison Capital with adequate protection required under
Sections 361(2) and 363(e) under the U.S. Bankruptcy Code for any
diminution in the value of its collateral, the Debtor will grant
Madison Capital replacement liens to the same extent, validity and
priority as the prepetition liens.

The Debtor believed that, even without the replacement lien,
Madison Capital Group is adequately protected for the use of its
cash collateral because the loan is secured by a first deed of
trust on real property assets of the debtor and its affiliate
Kirkland Cattle Company worth well in excess of $75,000,000.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?16ce

Kirkland Knightsbridge LLC dba Kirkland Ranch Winery
-- http://www.kirklandranchwinery.com/-- operates vineyards  
and wineries in the Napa Valley region and breeds cattle for
commercial consumption.  The company filed a chapter 11 petition
on September 21, 2006 (U.S. Bankr. N.D. Calif. Case No.
06-10628).  The company's affiliate, Kirkland Cattle Company,
filed a separate chapter 11 petition in the same court under Case
No. 06-10630.

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  When the Debtors
sought protection from their creditors, they listed assets and
debts between $10 million to $100 million.


LENNAR CORP: Posts $195.6 Mil. Net Loss in 4th Qtr. Ended Nov. 30
-----------------------------------------------------------------
Lennar Corp. reported results for its fourth quarter and fiscal
year ended Nov. 30, 2006.  Fourth quarter net loss in 2006 was
$195.6 million, compared with net earnings of $581.2 million in
2005.

Stuart Miller, president and chief executive officer of Lennar
Corporation, said, "... market conditions have remained depressed
through the end of our fourth quarter.

"In this environment, we have continued to focus on strengthening
our balance sheet.  We have continued to build-out our inventory,
deliver our backlog and convert inventory into cash.

"With a balance sheet-first focus, we have priced our homes to
market conditions and maintained an 'inventory neutral' position.
Accordingly, our land inventory and homes under construction have
declined throughout the second half of 2006."

Mr. Miller continued, "As we look ahead to 2007, the strength of
our balance sheet, together with our renegotiated land positions
that reflect current market conditions, provide the springboard
from which we will rebuild our margins.

"To that end, we have identified four focal points that will drive
our margin improvement in 2007: right-sizing SG&A expenses to
match both current volume and efficiencies, reducing construction
costs, redesigning product to meet today's market demand, and
building on land at current market prices.

"We will also continue to carefully match our starts to demand,
and as a result, we estimate deliveries will decline in excess of
20% in 2007, compared to 2006."

Mr. Miller concluded, "Uncertain market conditions make it
difficult to provide a 2007 earnings goal.  While we know that the
margin in our backlog will result in lower profitability in the
first half of 2007, we believe that if the current environment of
strong employment, low interest rates and a healthy economy
continues, and the market for new homes demonstrates traditional,
seasonal improvement, we will meet or exceed our 2006 earnings of
$3.69 per share."

               Fourth Quarter Results of Operations

Homebuilding

Revenues from home sales decreased 14% in the fourth quarter of
2006 to $4 billion from $4.7 billion in 2005.  Revenues were lower
primarily due to a 4% decrease in the number of home deliveries
and an 11% decrease in the average sales price of homes delivered
in 2006.

New home deliveries, excluding unconsolidated entities, decreased
to 13,285 homes in the fourth quarter of 2006 from 13,851 homes
last year.

In the fourth quarter of 2006, new home deliveries were lower
primarily due to a decrease in the company's Homebuilding West
segment and Homebuilding Other, partially offset by an increase in
its Homebuilding East segment, compared to 2005.  

The average sales price of homes delivered decreased to $302,000
in the fourth quarter of 2006 from $338,000 in 2005, primarily due
to higher sales incentives offered to homebuyers ($47,300 per home
delivered in the fourth quarter of 2006, compared to $10,600 per
home delivered last year).

Gross margins on home sales excluding inventory valuation
adjustments were $576.6 million, or 14.4%, in the fourth quarter
of 2006, compared with $1.3 billion, or 27.0%, in the same quarter
of 2005.

Gross margin percentage on home sales decreased compared to last
year in all of its homebuilding segments and Homebuilding Other
primarily due to higher sales incentives offered to homebuyers.

Gross margins on home sales including inventory valuation
adjustments were $336.8 million, or 8.4%, in the fourth quarter of
2006 due to $239.8 million of inventory valuation adjustments
($138.9 million, $25.6 million, $59.7 million and $15.6 million,
respectively, in its Homebuilding East, Central, and West segments
and Homebuilding Other).

Selling, general and administrative expenses as a percentage of
revenues from home sales increased to 12.1% in the fourth quarter
of 2006, from 9.8% in 2005.

The 230 basis point increase was primarily due to lower revenues
and increases in broker commissions and advertising expenses,
partially offset by lower incentive compensation expenses.

Management fees of $11.8 million received during the fourth
quarter of 2005 from unconsolidated entities in which the company
has investments, which were previously recorded as a reduction of
selling, general and administrative expenses, have been
reclassified to management fees and other income, net in order to
conform to the 2006 presentation.

Loss on land sales totaled $119.9 million in the fourth quarter of
2006, net of $111.1 million of write-offs of deposits and pre-
acquisition costs ($73.4 million, $100,000, $27.2 million and
$10.4 million, respectively, in its Homebuilding East, Central,
and West segments and Homebuilding Other) related to 9,395
homesites under option that it does not intend to purchase and
$33.3 million of inventory valuation adjustments ($16.6 million,
$4 million and $12.7 million, respectively, in its Homebuilding
East and Central segments and Homebuilding Other), compared with
gross profit of $58.2 million in 2005.

Equity in loss from unconsolidated entities was $59.6 million in
the fourth quarter of 2006, which included $109.7 million of
valuation adjustments ($24.6 million, $78.4 million and
$6.7 million, respectively, in its Homebuilding East and West
segments and Homebuilding Other) to its investments in
unconsolidated entities, compared with $79.1 million last year.

Management fees and other income, net, totaled $9.0 million in the
fourth quarter of 2006, compared with $37.2 million in the fourth
quarter of 2005.

Minority interest expense, net was $1.4 million and $11.2 million,
respectively, in the fourth quarter of 2006 and 2005.  Sales of
land, equity in earnings (loss) from unconsolidated entities,
management fees and other income, net and minority interest
expense, net may vary significantly from period to period
depending on the timing of land sales and other transactions
entered into by the company and unconsolidated entities in which
it has investments.

Financial Services

Operating earnings for the Financial Services segment were
$42.9 million in the fourth quarter of 2006, compared with
$34.6 million last year.  The increase was primarily due to
improved results from the segment's mortgage operations as a
result of an increased capture rate and a higher percentage of
fixed-rate loans.

Corporate General and Administrative Expenses

Corporate general and administrative expenses as a percentage of
total revenues were 0.8% in the fourth quarter of 2006, compared
with 1.3% in the same period last year.  The 50 basis point
decrease was primarily due to lower incentive compensation
expenses.

                 2006 Fiscal Results of Operations

Homebuilding

Revenues from home sales increased 17% in the year ended Nov. 30,
2006, to $14.9 billion from $12.7 billion in 2005.  Revenues were
higher primarily due to a 15% increase in the number of home
deliveries in 2006.

New home deliveries, excluding unconsolidated entities, increased
to 47,032 homes in the year ended Nov. 30, 2006, from 40,882 homes
last year.  In the year ended Nov. 30, 2006, new home deliveries
were higher in each of its homebuilding segments and Homebuilding
Other, compared to 2005.

The average sales price of homes delivered increased to $315,000
in the year ended Nov. 30, 2006, from $311,000 in 2005 despite
higher sales incentives offered to homebuyers ($32,000 per home
delivered in 2006, compared with $9,000 per home delivered in
2005).

Gross margins on home sales excluding inventory valuation
adjustments were $3 billion, or 20.3%, in the year ended Nov. 30,
2006, compared with $3.3 billion, or 26.0%, in 2005.

Gross margin percentage on home sales decreased compared to last
year in all of its homebuilding segments and Homebuilding Other
primarily due to higher sales incentives offered to homebuyers.

Gross margins on home sales including inventory valuation
adjustments were $2.7 billion, or 18.4%, in the year ended
Nov. 30, 2006 due to $280.5 million of inventory valuation
adjustments ($157.0 million, $27.1 million, $79.0 million and
$17.4 million, respectively, in its Homebuilding East, Central and
West segments and Homebuilding Other).

Selling, general and administrative expenses as a percentage of
revenues from home sales were 11.9% and 11.1%, respectively, for
the years ended Nov. 30, 2006, and 2005.

The 80 basis point increase was primarily due to increases in
broker commissions and advertising expenses, partially offset by
lower incentive compensation expenses.

Management fees of $37.4 million received during the year ended
Nov. 30, 2005, from unconsolidated entities in which it has
investments, which were previously recorded as a reduction of
selling, general and administrative expenses, have been
reclassified to management fees and other income, net in order to
conform to the 2006 presentation.

Loss on land sales totaled $30.0 million in the year ended
Nov. 30, 2006, net of $152.2 million of write-offs of deposits and
pre-acquisition costs ($80.5 million, $2.9 million, $44 million
and $24.8 million, respectively, in its Homebuilding East, Central
and West segments and Homebuilding Other) related to 24,235
homesites under option that it does not intend to purchase and
$69.1 million of inventory valuation adjustments ($24.7 million,
$17.3 million and $27.1 million, respectively, in its Homebuilding
East and Central segments and Homebuilding Other), compared with
gross profit of $200.8 million in 2005.

Equity in loss from unconsolidated entities was $12.5 million in
the year ended Nov. 30, 2006, which included $126.4 million of
valuation adjustments ($25.5 million, $92.8 million and
$8.1 million, respectively, in its Homebuilding East and West
segments and Homebuilding Other) to its investments in
unconsolidated entities, compared with $133.8 million last year.

Management fees and other income, net, totaled $66.6 million in
the year ended Nov. 30, 2006, compared with $99.0 million in 2005.
Minority interest expense, net was $13.4 million and $45 million,
respectively, in the years ended Nov. 30, 2006, and 2005.

Sales of land, equity in earnings (loss) from unconsolidated
entities, management fees and other income, net and minority
interest expense, net may vary significantly from period to period
depending on the timing of land sales and other transactions
entered into by the Company and unconsolidated entities in which
it has investments.

Financial Services

Operating earnings from continuing operations for the Financial
Services segment were $149.8 million in the year ended Nov. 30,
2006, compared with $104.8 million last year.

The increase was primarily due to a $17.7 million pretax gain
generated from monetizing the segment's personal lines insurance
policies, as well as increased profitability from the segment's
mortgage operations as a result of increased volume and profit per
loan.

Corporate General and Administrative Expenses

Corporate general and administrative expenses as a percentage of
total revenues were 1.2% in the year ended Nov. 30, 2006, compared
with 1.4% in the same period last year.

                            About Lennar Corp.

Lennar Corporation (NYSE: LEN and LEN.B) -- http://www.lennar.com/
-- founded in 1954, builds affordable, move-up and retirement
homes primarily under the Lennar name.  Lennar's Financial
Services segment provides primarily mortgage financing, title
insurance, and closing services for both buyers of the company's
homes and others.

                           *     *     *

In March 2006, Moody's Investors Service raised Lennar Corp.'s
senior subordinated debt rating to Ba1.


LOUISIANA WORSHIP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Louisiana Worship Hospitality, L.L.C.
        dba New Orleans Grand Palace Hotel
        1732 Canal Street
        New Orleans, LA 70112

Bankruptcy Case No.: 07-10102

Type of Business: The Debtor operates a hotel.  See
                  http://www.neworleansgrandpalacehotel.com/

Chapter 11 Petition Date: January 18, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 581-9595
                  Fax: (504) 525-3761

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
   ------                     ---------------       ------------
Entergy                                                 $299,757
P.O. Box 8106
Baton Rouge, LA 70891-8106

City of New Orleans           Personal Property         $122,218
1300 Perdido Street           Taxes
Room 1W40
New Orleans, LA 70112-2184

Entergy                                                  $82,879
P.O. Box 8106
Baton Rouge, LA 70891-8106

Kone Inc.                                                $19,359

River Parish Disposal, Inc.   Disposal Charge            $11,488

City of New Orleans           Personal Property          $11,315
                              Taxes

The Time-Picayune             Classified Ad               $2,851

Cox Communications, Inc.      Cable Service               $1,310

Eddie J. Jordan, Jr.          NSF check issued to         $1,000
                              Dept. of Revenue -
                              (DA Fess for
                              Worthless Check)

Sewerage and Water Board of                                 $864
New Orleans

Touristick Verlag GMBH        Travel Publications           $860

Sewerage and Water Board of                                 $855
New Orleans

Bell South                    Telephone Charge              $764

Hotaling, Marybeth            Listing in Corporate          $660
                              Rate Hotel Directory

Entergy                                                     $532

Philip B. Willette Co. LPA    General Counsel for           $509
                              AmerAssist A/R
                              Solutions, Inc.

Bell South                    Telephone Charge              $228

TravelClick                                                  $29

LA Department of Revenue                                 Unknown

Tyco/Simplex Grinnell         Fire Alarm System          Unknown


MAHESH GOPALAKRISHNA: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Mahesh Gopalakrishna
        Hosanagara Suryakala R.
        619 Deforest Court
        Coppell, TX 75019

Bankruptcy Case No.: 07-40077

Chapter 11 Petition Date: January 17, 2007

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtors' Counsel: Charles R. Chesnutt, Esq.
                  Charles R. Chesnutt, P.C.
                  P.O. Box 703816
                  Dallas, TX 75370
                  Tel: (972) 735-0757
                  Fax: (972) 767-4600

Total Assets: $1,469,431

Total Debts:  $10,578,509

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cathay Bank                   First lien              $3,918,750
777 North Broadway            Value:
Los Angeles, CA 96002         $3,730,753

Cathay Bank                   First lien              $2,362,500
777 North Broadway            Value:
Los Angeles, CA 90012         $2,300,000

M&T Bank                      First lien                $447,000
P.O. Box 4560
Buffalo, NY 14203

North O'Connor, Ltd.          Judgment                  $240,000
c/o Epstein Becker Green
500 North Akard Street
Suite 2700
Dallas, TX 75201

American Express              Credit card                $75,000

Bank of America               Credit card                $72,000

Raul Bello                    Contract                   $61,600

SalsaDallas.com               Contract                   $61,500

Luis Delgadillo               Contract                   $61,500

Tap Industries                Non-residential            $42,000
                              lease

28 Commerce Center            Non-residential            $40,000
                              lease

Choice Hotels International   Franchise agreement        $27,670

K.B. Alexander                Services                   $26,951

Capital One NA                Line of credit             $26,000

Chase                         Credit card                $20,000

Capital One                   Credit card                $19,000

Joselyne Manilapaz            Lawsuit                    $18,000

Chase Master Card             Credit card                $17,000

Chase                         Credit card                $16,516

Coppell ISD                   Statutory lien             $15,177


MATTRESS HOLDINGS: Moody's Rates $210 Million Senior Loans at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Mattress
Holdings Corp., including a corporate family rating of B2 and a
Ba3 for the senior secured term credit facilities.  The rating
outlook is stable.  The ratings are conditioned upon review of
final documentation.

These ratings are assigned:

    * Corporate family rating at B2;

    * Probability-of-default rating at B2;

    * $25 million senior secured revolving credit facility at Ba3
      (LGD2-28%);

    * $185 million senior secured term loan facility at Ba3
      (LGD2-28%).

The ratings are being assigned in connection with the acquisition
of Mattress Holding Corp. by J.W. Childs Associates for
approximately $450 million, including the repayment of existing
debt.  The acquisition will be financed with the proceeds of the
proposed $185 million term loan along with an unrated privately
placed subordinated notes offering, and an equity contribution by
J.W. Childs and management.

The B2 corporate family rating of Mattress Holdings reflects post-
transaction credit metrics that will be weak, particularly the
very high leverage and low cash flow coverage.  The B2 rating is
further supported by the company's very small scale with top line
revenues for the LTM period ended October 31, 2006 of $362
million, and its shareholder friendly financial policies.

Offsetting these high yield characteristics are several investment
grade characteristics including: its low seasonality, the
stability of the U.S. retail mattress market, the company's
credible market position in the very defined specialty retail
sleep channel, and its strong comparable store sales growth over
the past two years. Lastly, the rating category is supported by
the company's primarily regional presence and its modest
profitability.

The stable outlook reflects Moody's expectation that the company
will continue to grow comparable store revenues, improve operating
margins, and maintain moderately positive free cash flow and
adequate liquidity.  Given the magnitude of Mattress Holdings
post-transaction leverage, an upgrade is unlikely in the
intermediate term.  Over the longer term, an upgrade would require
continuing solid operating performance coupled with Debt/EBITDA
(as calculated by Moody's) being sustained below 5.5x and FCF/Debt
above 5% on a sustainable basis.  Conversely, negative rating
pressure would develop if: operating performance is weaker than
expected, liquidity erodes, or if overall comparable store sales
were to become negative.  Quantitatively, ratings would be lowered
should, as calculated using Moody's standard adjustments,
Debt/EBITDA rise above 7.25x, EBITA/IE fall below 1.0x, or if
FCF/Debt remains negative.

Moody's has applied its Probability of Default and Loss-Given-
Default rating methodology to Mattress Holdings resulting in Ba3
ratings on the senior secured credit facilities, two notches
higher than the corporate family rating.  The ratings on the
senior secured credit facilities primarily reflect: their
collateral package, which includes a first lien all asset pledge,
and the junior support provided by the mezzanine financing. In
addition the ratings on the bank facilities reflect their size
relative to the whole capital structure and the guarantees
provided by the operating subsidiaries.

Mattress Holding Corp., headquartered in Houston, TX, is a leading
specialty retailer of conventional and specialty mattresses.  The
company operates 295 company owned stores and 54 franchised stores
in 19 states.  Revenues for the LTM period ended October 31, 2006
are estimated to be nearly $362 million.


MERRILL LYNCH: Fitch Holds CCC Rating on $28.4 Mil. Certificates
----------------------------------------------------------------
Fitch Ratings affirms Merrill Lynch Mortgage Investors, Inc.'s
mortgage pass-through certificates, series 1996-C1 as:

    -- Interest-only class IO at 'AAA';
    -- $28.4 million class F at 'CCC'.

The rating affirmations are due to increased credit enhancement
from loan payoffs and by increasing concentrations within the
transaction.  The transaction has paid down 96% since issuance
with 16 of the original 159 loans still outstanding.  There are
currently no delinquent or specially serviced loans.


MESABA AVIATION: Files Chapter 11 Reorganization Plan in Minnesota
------------------------------------------------------------------
Mesaba Airlines, a subsidiary of MAIR Holdings Inc., signed a
stock purchase and reorganization agreement with Northwest
Airlines under which Mesaba would become a wholly owned subsidiary
of Northwest Airlines Inc.

Intensive negotiations with Northwest Airlines officials concluded
this week with the boards for both Mesaba Aviation and MAIR
Holdings, Inc. approving the deal.

"Mesaba now is positioned to form a new partnership with Northwest
Airlines and meet the on-going challenges of the airline
industry," Mesaba President and Chief Operating Officer John
Spanjers said.  "The support of Northwest and the cooperation of
our first-rate, dedicated employees and our vendors have allowed
us to use this process to lay the groundwork for Mesaba's future
success."

The stock purchase and reorganization agreement is part of
Mesaba's Plan of Reorganization that it filed on Jan. 22, 2007,
with the U.S. Bankruptcy Court for the District of Minnesota.  The
company intends to file its related Disclosure Statement with the
Court in the coming days.

"We have achieved exceptional results across the board during this
restructuring process and today's filing represents a significant
step toward a successful future for Mesaba," Mr. Spanjers said.  
"Our efforts will ensure that we emerge from Chapter 11 as a
competitive regional carrier with a solid financial foundation and
a continued focus on unmatched operational performance."

Mesaba intends to exit from Chapter 11 bankruptcy protection by
the spring of this year.

In addition to the stock purchase and reorganization agreement,
the POR addresses the treatment of creditors' claims and assumes
the new agreements with Mesaba's labor groups and certain vendors
and suppliers.

                     Restructuring Progress

Mesaba's comprehensive restructuring plan reduces costs by
$68 million a year, secures its core business with Northwest
for the 49 Saab 340Bs and positions the company for future growth
opportunities.  As a result of its on-going restructuring
initiatives, the company has achieved reductions in its fixed
costs, vendor costs, aircraft and engine leases, and labor costs.

"Mesaba employees have made a considerable sacrifice to achieve
that cost structure," Mr. Spanjers said.  "Our employees have
exemplified the true commitment and professionalism that makes
Mesaba the exceptional airline that it is."

                         Plan Highlights

Under the Stock Purchase and Reorganization Agreement with
Northwest Airlines, all of the existing equity securities of
Mesaba will be cancelled and terminated.  Northwest has agreed
that Mesaba has an allowed $145 million unsecured claim in
Northwest's Chapter 11 case in exchange for 100 percent of
Mesaba's new common stock to be issued on the effective date of
the Plan.  It is expected that the $145 million claim will be sold
to fund the plan distributions to creditors, with the remainder of
the sale proceeds being distributed to MAIR Holdings, Mesaba's
parent.

                             Timing

The Plan is expected to become effective approximately two weeks
after the Bankruptcy Court confirms the Plan.  The confirmation
hearing will be set by the Bankruptcy Court at a later point in
time, but is expected to occur in mid-April 2007.

                     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.  

                        About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- a subsidiary of MAIR  
Holdings, Inc. (NASDAQ:MAIR) 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.


MESABA AVIATION: MAIR Inks Agreement with Northwest Airlines
------------------------------------------------------------
MAIR Holdings, Inc., Mesaba Airlines' parent company, reported the
terms of two agreements, one a definitive agreement between MAIR
and Northwest Airlines and the other a definitive agreement
between MAIR's Mesaba Airlines subsidiary and NWA under which
Mesaba will exit bankruptcy as an operating subsidiary of NWA.

"We believe that the transition of Mesaba to Northwest is a good
outcome for all parties in Mesaba's bankruptcy," said Paul Foley,
MAIR Holdings' president and chief executive officer.  "It
provides potential value for our shareholders and allows us to
fully pursue other opportunities, both through Big Sky and in new
areas."

The agreement between MAIR and NWA contains these terms:

   -- MAIR will purchase from NWA all of the MAIR stock NWA
      currently owns for an aggregate purchase price of $6.25 per
      share, or approximately $35 million.  NWA owns approximately
      5.7 million shares.

   -- Approximately $24 million of the aggregate purchase price,
      or $4.25 per share, will be paid upon the initial closing of
      the transaction, expected to occur prior to April 15, 2007.

   -- The remainder of the purchase price, approximately
      $11 million, or $2.00 per share, will be paid on the earlier
      of the date upon which MAIR receives at least $25 million in
      equity distributions from Mesaba's bankruptcy estate or nine
      months from the execution of the agreement.

   -- NWA's Warrant to purchase 4.1 million shares of MAIR's stock
      will terminate upon closing of the agreement.

   -- NWA's bankruptcy claim of $7.3 million in Mesaba's
      bankruptcy will be assigned to MAIR at the time of the
      closing of the Stock Purchase and Reorganization Agreement.

   -- NWA will allow Mesaba, upon closing of the SPRA, to use up
      to $4.5 million to satisfy certain contracts to be assumed
      by Mesaba in its bankruptcy proceedings, thereby reducing
      the claim pool in Mesaba's bankruptcy estate.

   -- NWA and MAIR will execute a mutual release of all claims
      against each other, including MAIR's bankruptcy claim
      against NWA.

   -- MAIR will provide its consent to allow Mesaba to sign the
      SPRA and to file its plan of reorganization.

The agreement between MAIR and Northwest is dated Jan. 22, 2007.

In a related but separate transaction, Mesaba and NWA agreed under
the SPRA to these terms:

   -- NWA will allow a claim of $145 million by Mesaba in NWA's
      bankruptcy case.

   -- Mesaba's current equity will be cancelled and new equity
      will be issued to NWA under Mesaba's plan, making Mesaba a
      subsidiary of NWA.

   -- Mesaba will be allowed to monetize its $145 million claim
      against NWA through a sale which is expected to occur in the
      next 30 days.

   -- Mesaba will file a plan of reorganization with its
      bankruptcy court that will implement the terms of the SPRA
      and provide for a release of any claims Mesaba may have
      against MAIR.

   -- NWA and Mesaba will execute a mutual release of all claims
      against each other.

The agreement between Mesaba and Northwest is also dated Jan. 22,
2007.

Mesaba currently estimates that the final allowed amount of
bankruptcy claims against Mesaba will be $90 million.  Assuming
Mesaba's claims are between $90 million and $100 million, and
assuming that Mesaba is able to monetize its NWA claim at the
current market price of 85%-95% of the total allowed claim, MAIR
estimates that it could receive approximately $30 million to
$60 million after all distributions are made in accordance with
Mesaba's plan of reorganization.

The bankruptcy courts overseeing, separately, the NWA and Mesaba
Chapter 11 proceedings, must approve both agreements.

                     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.  

                        About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- a subsidiary of MAIR  
Holdings, Inc. (NASDAQ:MAIR) 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.


MESABA AVIATION: Inks Pact Resolving Wayne County Airport's Claim
-----------------------------------------------------------------
Wayne County Airport Authority is the owner and operator of the
Detroit Metropolitan Wayne County Airport.  Mesaba Aviation, Inc.
as a regional air carrier providing scheduled passenger service
under an airline services agreement between itself and Northwest
Airlines, Inc.  The Debtor operates at many airport facilities,
including the Detroit Airport.

The Debtor and the Authority are parties to two lease agreements:

    (a) the Airport Use and Lease Agreement dated September 29,
        2004; and

    (b) the Ground Lease Construction of Hanger and Ramp dated
        May 18, 1990.

Payments to be made during a fiscal year by the Debtor pursuant
to the Airport Use Agreements are based on (a) the Debtor's
projected activity at the Detroit Airport for the fiscal year,
and (b) the Authority's projection of the expenses and revenues
of the Detroit Airport.

The Airport Use Agreement provides for a "true up" process at the
conclusion of each fiscal year, which includes preparation of a
Final Audit.  If the payments actually made by the Debtor during
the fiscal year exceed the amounts chargeable to the Debtor for
based on actual Airport expenses, revenues and airline activity
at the Detroit Airport, the Debtor is entitled to a refund -- 80%
of which is payable after a preliminary calculation, with the
balance payable after completion of the Final Audit.  The entire
refund is subject to change based on the results of the Final
Audit.

For FY 2005, the Authority has calculated all year-end adjustments
on a final basis, and the Final Audit for FY 2005 has been
provided to the Debtor.  According to the Final Audit, for the
Authority's FY ended September 30, 2005, the Debtor failed to
make payments due under the Airport Use Agreement for $459,751.
The Debtor also failed to pay obligations due to the Authority
outside of the Airport Use Agreement for $129,862.

For FY 2006, the Authority has prepared a preliminary calculation
of the amounts chargeable to the Debtor for the fiscal year, with
the final calculation subject to the completion of the Final
Audit.   The Authority has also provided to the Debtor the
preliminary calculation of the refund due to the Debtor for FY
2006.

According to the Authority, for the FY ended September 30, 2006,
the Debtor failed to make payments due under the Airport Use
Agreement for $240,198, which amounts were incurred during the
prepetition portion of FY 2006.  The Debtor also failed to pay
obligations due to the Authority outside of the Airport Use
Agreement for $29,554, which amounts were incurred during the
prepetition portion of FY 2006.

The Authority filed Claim No. 532 for $859,366 -- composed of the
FY 2005 Underpayment and the FY 2006 Underpayment.  Claim No. 532
purports to be secured by rights of recoupment and set-off.  The
Debtor acknowledges the gross amount claimed by the Authority in
Claim No. 532 but disputes certain characterizations of the
Authority's rights to set-off and recoupment.

To resolve the dispute related to Claim No. 532, the parties have
agreed to permit the Authority to reduce:

    (a) the calculation of the Debtor's FY 2005 refund by the 2005
        Use Agreement Underpayment, and to set off the FY 2005
        Non-Use Agreement Underpayments and FY 2006 Non-Use
        Agreement Underpayments from the FY 2005 refund.  Upon
        final approval of the Stipulation, the Authority will pay
        the Debtor $139,031 as a final refund for FY 2005;

    (b) the calculation of the Debtor's FY 2006 refund by the 2006
        Use Agreement Underpayment.  Upon final approval of the
        Stipulation, the Authority will immediately pay the Debtor
        $810,641, which constitutes 80% of the Debtor's
        preliminary FY 2006 refund.  The Debtor will receive the
        remaining 20% of the FY 2006 refund on the later of the
        final approval of the Stipulation or in accordance with
        the Use Agreement.  The Debtor's FY 2006 refund remains
        subject to adjustment pending the Final Audit.

The Stipulation further provides that the Authority will amend
Claim No. 532 to reflect that there's no prepetition unsecured
claim but reserves the right to amend Claim No. 532 if further
additional prepetition unsecured claims arise.

The Debtor acknowledges the amount of prepetition debt owed to
the Authority, and desires to receive the FY 2005 and FY 2006
refunds.  The Debtor believes that the Stipulation is in the best
interests of the estate and that the Authority likely has a right
to set off the obligations as set forth in the Stipulation.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
District of Minnesota to (1) approve the Stipulation, and (2)
modify the automatic stay for the limited purpose of permitting
the Authority to perform according to the Stipulation.

Unless a response in opposition is filed on January 25, 2007, the
Court may grant the Stipulation without a hearing.

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


MILLSAPS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Millsaps Chevrolet-Pontiac-Buick-GMC Truck, Inc.
        200 Highway 25 South
        Post Office Box 389
        Starkville, MS 39760

Bankruptcy Case No.: 07-10164

Type of Business: The Debtor offers automobile body-repairing
                  and painting.

Chapter 11 Petition Date: January 18, 2007

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380 Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


MTS EQUITY: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MTS Equity, LLC
        aka MTS Equity, LLC of Nevada
        3968 Haines Street
        San Diego, CA 92109

Bankruptcy Case No.: 07-00170

Chapter 11 Petition Date: January 17, 2007

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Chance E. Gordon, Esq.
                  The Gordon Law Firm
                  16541 Gothard Street, Suite 205
                  Huntington Beach, CA 92647
                  Tel: (714) 841-4900

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
New Century Mtg. Corp.        Loan                      $720,293
P.O. Box 54285
Irvine, CA 92619

AMC Mtg. Services             Loan                      $705,100
Customer Care
P.O. Box 11000
Santa Ana, CA 92711

Homecoming Financial          Loan                      $454,000
2711 North Haskell Avenue
Suite 900
Dallas, TX 75204

ASC Mtg. Services             Loan                      $400,000
P.O. Box 1225
Charlottee, NC 28201

AMC Mtg. Services             Loan                      $283,184
Customer Care
P.O. Box 11000
Santa Ana, CA 92711


NAPIER ENVIRONMENTAL: Lenders Waive Dec. 2006 Interest Payments
---------------------------------------------------------------
Napier Environmental Technologies Inc.'s lenders have agreed to
waive their rights to interest for the month of December 2006 in
an effort to help Napier during this time of re-building their
customer base.  These interest payments have been waived and the
interest otherwise payable shall not be paid or payable currently
or in the future.

Based in Delta, British Columbia, Napier Environmental
Technologies, Inc. (TSX:NIR) -- http://wwwbiowash.com/-- is a
Canadian company primarily engaged in the development, manufacture
and distribution of a wide range of products utilizing
environmentally advanced technology.  The product lines include
coating removal and wood restoration products for both the
industrial/commercial market and the consumer/retail market.

Napier is currently operating under the protection of the Canadian
Bankruptcy and Insolvency Act.


NORTHWEST AIRLINES: Mesaba to Become Wholly-Owned Subsidiary
------------------------------------------------------------
Mesaba Airlines, a subsidiary of MAIR Holdings Inc., signed a
stock purchase and reorganization agreement with Northwest
Airlines under which Mesaba would become a wholly owned subsidiary
of Northwest Airlines Inc.

Intensive negotiations with Northwest Airlines officials concluded
this week with the boards for both Mesaba Aviation and MAIR
Holdings Inc. approving the deal.

"Mesaba now is positioned to form a new partnership with Northwest
Airlines and meet the on-going challenges of the airline
industry," Mesaba President and Chief Operating Officer John
Spanjers said.  "The support of Northwest and the cooperation of
our first-rate, dedicated employees and our vendors have allowed
us to use this process to lay the groundwork for Mesaba's future
success."

The stock purchase and reorganization agreement is part of
Mesaba's Plan of Reorganization that it filed on Jan. 22, 2007,
with the U.S. Bankruptcy Court for the District of Minnesota.  The
company intends to file its related Disclosure Statement with the
Court in the coming days.

"We have achieved exceptional results across the board during this
restructuring process and today's filing represents a significant
step toward a successful future for Mesaba," Mr. Spanjers said.  
"Our efforts will ensure that we emerge from Chapter 11 as a
competitive regional carrier with a solid financial foundation and
a continued focus on unmatched operational performance."

Mesaba intends to exit from Chapter 11 bankruptcy protection by
the spring of this year.

In addition to the stock purchase and reorganization agreement,
the POR addresses the treatment of creditors' claims and assumes
the new agreements with Mesaba's labor groups and certain vendors
and suppliers.

                     Restructuring Progress

Mesaba's comprehensive restructuring plan reduces costs by
$68 million a year, secures its core business with Northwest
for the 49 Saab 340Bs and positions the company for future growth
opportunities.  As a result of its on-going restructuring
initiatives, the company has achieved reductions in its fixed
costs, vendor costs, aircraft and engine leases, and labor costs.

"Mesaba employees have made a considerable sacrifice to achieve
that cost structure," Mr. Spanjers said.  "Our employees have
exemplified the true commitment and professionalism that makes
Mesaba the exceptional airline that it is."

                         Plan Highlights

Under the Stock Purchase and Reorganization Agreement with
Northwest Airlines, all of the existing equity securities of
Mesaba will be cancelled and terminated.  Northwest has agreed
that Mesaba has an allowed $145 million unsecured claim in
Northwest's Chapter 11 case in exchange for 100% of Mesaba's new
common stock to be issued on the effective date of the Plan.  It
is expected that the $145 million claim will be sold to fund the
plan distributions to creditors, with the remainder of the sale
proceeds being distributed to MAIR Holdings, Mesaba's parent.

                             Timing

The Plan is expected to become effective approximately two weeks
after the Bankruptcy Court confirms the Plan.  The confirmation
hearing will be set by the Bankruptcy Court at a later point in
time, but is expected to occur in mid-April 2007.

                        About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- a subsidiary of MAIR  
Holdings, Inc. (NASDAQ:MAIR) 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.


NORTHWEST AIRLINES: Inks Agreement with MAIR Holdings
-----------------------------------------------------
MAIR Holdings, Inc., Mesaba Airlines' parent company, reported the
terms of two agreements, one a definitive agreement between MAIR
and Northwest Airlines and the other a definitive agreement
between MAIR's Mesaba Airlines subsidiary and NWA under which
Mesaba will exit bankruptcy as an operating subsidiary of NWA.

"We believe that the transition of Mesaba to Northwest is a good
outcome for all parties in Mesaba's bankruptcy," said Paul Foley,
MAIR Holdings' president and chief executive officer.  "It
provides potential value for our shareholders and allows us to
fully pursue other opportunities, both through Big Sky and in new
areas."

The agreement between MAIR and NWA contains these terms:

   -- MAIR will purchase from NWA all of the MAIR stock NWA
      currently owns for an aggregate purchase price of $6.25 per
      share, or approximately $35 million.  NWA owns approximately
      5.7 million shares.

   -- Approximately $24 million of the aggregate purchase price,
      or $4.25 per share, will be paid upon the initial closing of
      the transaction, expected to occur prior to April 15, 2007.

   -- The remainder of the purchase price, approximately
      $11 million, or $2.00 per share, will be paid on the earlier
      of the date upon which MAIR receives at least $25 million in
      equity distributions from Mesaba's bankruptcy estate or nine
      months from the execution of the agreement.

   -- NWA's Warrant to purchase 4.1 million shares of MAIR's stock
      will terminate upon closing of the agreement.

   -- NWA's bankruptcy claim of $7.3 million in Mesaba's
      bankruptcy will be assigned to MAIR at the time of the
      closing of the Stock Purchase and Reorganization Agreement.

   -- NWA will allow Mesaba, upon closing of the SPRA, to use up
      to $4.5 million to satisfy certain contracts to be assumed
      by Mesaba in its bankruptcy proceedings, thereby reducing
      the claim pool in Mesaba's bankruptcy estate.

   -- NWA and MAIR will execute a mutual release of all claims
      against each other, including MAIR's bankruptcy claim
      against NWA.

   -- MAIR will provide its consent to allow Mesaba to sign the
      SPRA and to file its plan of reorganization.

The agreement between MAIR and Northwest is dated Jan. 22, 2007.

In a related but separate transaction, Mesaba and NWA agreed under
the SPRA to these terms:

   -- NWA will allow a claim of $145 million by Mesaba in NWA's
      bankruptcy case.

   -- Mesaba's current equity will be cancelled and new equity
      will be issued to NWA under Mesaba's plan, making Mesaba a
      subsidiary of NWA.

   -- Mesaba will be allowed to monetize its $145 million claim
      against NWA through a sale which is expected to occur in the
      next 30 days.

   -- Mesaba will file a plan of reorganization with its
      bankruptcy court that will implement the terms of the SPRA
      and provide for a release of any claims Mesaba may have
      against MAIR.

   -- NWA and Mesaba will execute a mutual release of all claims
      against each other.

The agreement between Mesaba and Northwest is also dated Jan. 22,
2007.

Mesaba currently estimates that the final allowed amount of
bankruptcy claims against Mesaba will be $90 million.  Assuming
Mesaba's claims are between $90 million and $100 million, and
assuming that Mesaba is able to monetize its NWA claim at the
current market price of 85%-95% of the total allowed claim, MAIR
estimates that it could receive approximately $30 million to
$60 million after all distributions are made in accordance with
Mesaba's plan of reorganization.

The bankruptcy courts overseeing, separately, the NWA and Mesaba
Chapter 11 proceedings, must approve both agreements.

                        About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- a subsidiary of MAIR  
Holdings, Inc. (NASDAQ:MAIR) 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.


PITTSBURGH BREWERY: Union Workers Approves Three-Year Deal
----------------------------------------------------------
The union workers of IUE/Communications Workers of America
approved the three-year contract with Pittsburgh Brewing Company
Inc. allowing the company to emerge from bankruptcy, Dan Nephin
writes for the Associated Press.

According to the report, the union voted 66-52 to accept the
contract, which includes a wage reduction of 15%, from about $17
to $15.50 per hour, along with a reduction of about one week's
vacation.  A 401K plan will replace the pension.

Tim Hickman told AP that their focus is to keep the brewery
feasible.  "We want the bankruptcy to be history and we want to
concentrate on the future," he added.

Union worker Ken Ream said the deal is definitely a big step.  He
commented that if they did not accept the deal, the brewery would
not survive.

As reported in the Troubled Company Reporter on Jan. 18, 2007, the
U.S. Bankruptcy Court for the Western District of Pennsylvania
extended the company's time to file an amended plan to Feb. 6,
2007, allowing the union to vote a deal with Pittsburgh Brewing
Acquisition the company formed to buy the brewery out of
bankruptcy.

The Acquisition is hoping to take over the brewer of Iron City and
other beers in March, AP relates.

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company Inc. -- http://www.pittsburghbrewingco.com/--   
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. W.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts were estimated at $1 million
to $10 million.

Keystone Brewers Holding Co, a holding company for PBC's
intellectual property assets, also filed a voluntary chapter 11
petition on March 10, 2006.


QUEST TRUST: S&P Lowers Ratings on Class M-2 and M-3 Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-2 and M-3 certificates from Quest Trust 2004-X1 to 'BB'
and 'B' from 'BBB+' and 'BBB-', respectively.

Concurrently, these ratings are placed on CreditWatch with
negative implications.  In addition, three ratings from Quest
Trust series 2002-X1, 2004-X2, and 2004-X3 are placed on
CreditWatch negative.  Furthermore, the ratings on three classes
from Quest Trust series 2003-X3 and 2003-X4 are raised. Moreover,
the M-3 certificate from Quest Trust 2003-X4 remains on
CreditWatch negative, where it was placed Nov. 21, 2006.  Lastly,
the remaining ratings from these and other Quest Trust
transactions were affirmed.

The lowered ratings and CreditWatch placements reflect excessive
realized losses that have continuously reduced
overcollateralization.  During the past six remittance periods,
realized losses have outpaced excess spread by an average of
3.66x.  The failure of excess spread to cover monthly losses has
resulted in an erosion of O/C.  As of the December 2006
distribution date, O/C was below its target balance by
approximately 40%.  Cumulative realized losses range from 2.90% to
6.64% of the original pool balances, while severely delinquent
loans (90-plus-days, foreclosure, and REO) range 13.01% to 22.16%
of the current pool balances.  Standard & Poor's will continue to
monitor the performance of these transactions.  If realized losses
continue to outpace excess interest, and the level of O/C
continues to decline, S&P will take further negative rating
actions.  Conversely, if realized losses cease to outpace monthly
excess interest, and O/C rebuilds toward its target balance, S&P
will affirm the ratings and remove them from CreditWatch.

The raised ratings reflect an increase in actual and projected
credit support percentages.  Although cumulative realized losses
and total delinquencies are relatively high, the upgraded classes
have at least 2x the credit support levels needed for the higher
rating categories.  The increased credit support percentages are
the result of breached cumulative loss triggers and the
subordination feature of the transactions.  Since the cumulative
loss thresholds have been exceeded, the upgraded transactions are
prohibited from releasing O/C.  Additionally, these transactions
will continue to pay down sequentially, which will preserve the
current level of subordination.  As of the December 2006
distribution date, total delinquencies for the upgraded
transactions ranged from 33.70% to 36.22% of the current pool
balances, while cumulative realized losses ranged from 5.65% to
6.87% of the original pool balances.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

Credit support for these transactions is provided through a
combination of subordination, excess spread, and O/C. The pools
were initially composed of performing, reperforming, conventional,
subprime, fixed- and adjustable-rate mortgage loans. The mortgage
loans are secured mostly by first liens on one- to four-family
residential properties.
     
                        Ratings Raised
    
                         Quest Trust

                                   Rating
                                   ------
             Series   Class   To              From
             ------   -----   --              ----
             2003-X3  M-1     AAA             AA+
             2003-X3  M-2     AA              A
             2003-X4  M-1     AA-             A
    
         Ratings Lowered and Placed on Creditwatch Negative
     
                         Quest Trust

                                   Rating
                                   ------
             Series   Class   To              From
             ------   -----   --              ----
             2004-X1  M-2     BB/Watch Neg    BBB+
             2004-X1  M-3     B/Watch Neg     BBB-
     
               Ratings Placed on Creditwatch Negative
     
                        Quest Trust

                                   Rating
                                   ------
             Series   Class   To              From
             ------   -----   --              ----
             2002-X1  M-2     BBB+/Watch Neg  BBB+
             2004-X2  M-5     BBB-/Watch Neg  BBB-
             2004-X3  M-7     BB/Watch Neg    BB

              Rating Remaining on Creditwatch Negative

                         Quest Trust

                     Series   Class  Rating
                     ------   -----  ------
                     2003-X4  M-3    BBB-/Watch Neg
  
                         Ratings Affirmed
   
                          Quest Trust
   
            Series      Class                   Rating
            ------      -----                   ------
            2002-X1     M-1                     AAA
            2003-X1     M-1                     AAA
            2003-X1     M-2                     AA
            2003-X2     M-1                     AAA
            2003-X2     M-2                     AA
            2003-X3     M-3                     BBB
            2003-X4     A                       AAA
            2003-X4     M-2                     BBB
            2004-X1     A                       AAA
            2004-X1     M-1                     A
            2004-X2     A                       AAA
            2004-X2     M-1                     AA
            2004-X2     M-2                     A
            2004-X2     M-3                     BBB+
            2004-X2     M-4                     BBB
            2004-X3     A-1, A-2, A-3, A-4      AAA
            2004-X3     M-1                     AA
            2004-X3     M-2                     A
            2004-X3     M-3                     BBB+
            2004-X3     M-4                     BBB
            2004-X3     M-5                     BBB-
            2004-X3     M-6                     BB+
            2005-X1     A-3                     AAA
            2005-X1     M-1                     AA
            2005-X1     M-2                     A
            2005-X1     M-3                     A-
            2005-X1     M-4                     BBB+
            2005-X1     M-5                     BBB
            2005-X1     M-6, M-7                BBB-
            2005-X1     M-8                     BB+
            2005-X2     A-1, A-2                AAA
            2006-X1     A-1, A-2, A-3           AAA
            2006-X1     M-1                     A
            2006-X1     M-2                     A-
            2006-X1     M-3                     BBB+
            2006-X1     M-4                     BBB
            2006-X1     M-5                     BBB-
                 

REFCO INC: Court Denies Plan Confirmation Order Reconsideration
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York denies, as moot, Allied World
Assurance Company (U.S.), Inc.'s request to reconsider the
December 15, 2006 order confirming the Refco Inc. and its debtor-
affiliates' Modified Chapter 11 Plan.

Judge Drain finds that notwithstanding entry of the Confirmation
order or occurrence of the Plan Effective Date, the Court will
retain exclusive jurisdiction over all matters arising out of, and
related to, the Debtors' Chapter 11 cases; the Modified Plan; and
the global settlement agreement among Refco Capital Markets,
Ltd., and its unsecured creditors and securities customers, to the
fullest extent permitted by law, including the Plan provisions.

Moreover, Judge Drain points out, the Plan Confirmation Order
states that to the extent of any inconsistency between the Plan
provisions and the Confirmation Order, the terms and conditions
contained in the Confirmation Order will govern.

Consequently, the Plan does not confer on the Court exclusive
jurisdiction beyond that permitted to the fullest extent by
applicable law.

Specifically, Judge Drain states, if AWA's rights to alternative
dispute resolution under its Excess Directors and Officers
Insurance and Company Reimbursement Policy would deprive the
Court of jurisdiction, neither the Plan nor the Confirmation Order
confer that jurisdiction on the Court.

                        About Refco Inc.

Headquartered in New York City, Refco Inc. (OTC: RFXCQ) --  
http://www.refco.com/-- is a diversified financial services       
organization with operations in 14 countries and an extensive  
global institutional and retail client base.  Refco's worldwide  
subsidiaries are members of principal U.S. and international  
exchanges, and are among the most active members of futures  
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to  
the Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  (Refco Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000)

                        Plan Update

On Sept. 14, 2006, Refco, Inc., and 25 of its subsidiaries, along
with Marc S. Kirschner, the Chapter 11 Trustee for the estate of
Refco Capital Markets, Ltd., delivered a Chapter 11 plan of
reorganization and accompanying Disclosure Statement to the Court.

On Oct. 10, 2006, the Debtors filed an Amended Plan and Disclosure
Statement and on Oct. 13, filed a Modified Amended Disclosure
Statement.  On Oct. 16, 2006, the Court gave its tentative
approval on the Disclosure Statement and the Court Clerk entered
an order on Oct. 20, 2006.

On Dec. 15, the Modified Joint Chapter 11 Plan of Refco Inc. and
certain of its direct and indirect subsidiaries, including Refco
Capital Markets, Ltd., and Refco F/X Associates LLC, was confirmed
by the Court.  That Plan became effective on Dec. 26, 2006.  


SANMINA-SCI: S&P Retains Negative CreditWatch on BB- Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services left its 'BB-' ratings on San
Jose, California-based Sanmina-SCI Corp. on CreditWatch with
negative implications because of delayed financial-statement
filings.  The company has filed required statements, but the
ratings remain on CreditWatch, reflecting concerns about the
company's deteriorating profitability levels, negative cash flow
and weakening credit protection measures.

For the quarter ended Sept. 30, 2006, EBITDA margin dropped to
about 2.7% from a historic range of between 3.5% and 4.0%, after
adjusting for one-time charges related to the termination of its
original design manufacturer initiative and the stock-option
investigation.

"Weakened profitability is attributable to ongoing inefficiencies
in the migration of production from closed European facilities to
new, low-cost plants," said S&P credit analyst Lucy Patricola. The
company continues to experience declining revenue and poor
profitability in its personal computing business, down about 20%
for the year and generating a 2% gross profit margin. Cash flow
from operations continues negative on expanding inventory levels,
resulting in borrowings under its line of credit and declining
cash balances.  Debt protection measures weakened, with debt to
EBITDA at 5.2x for the trailing 12 months, up from 4.2x in the
previous quarter.

If the company continues to report execution issues or further
weakness in the personal computing business, causing weak
profitability, the rating could be lowered one notch.


SEA CONTAINERS: Principal Financial Discloses 9.5% Equity Stake
---------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated Jan. 11, 2007, Principal Financial Group,
Inc., disclosed that it beneficially owns 2,480,300 shares of Sea
Containers Ltd.'s common stock, which represents 9.5% of the
total outstanding shares issued.

Principal Financial's subsidiary, Post Advisory Group, LLC, also
holds beneficial ownership of the 2,480,300 shares of SCL stock.  

Post Advisory is the beneficial owner of the shares on behalf of
the numerous clients who have the right to receive and the power
to direct the receipt of dividends from, or the proceeds of the
sale of, the Common Stock.  No client has the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, more than 5% of SCL's Common Stock.

Principal Financial and Post Advisory have shared voting and
selling power over the shares.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- 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 October 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
$1.7 billion in total assets and $1.6 billion in total debts.
(Sea Containers Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


SEA CONTAINERS: Committee Taps Morris Nichols as Delaware Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Sea Containers,
Ltd. and its debtor-affiliates bankruptcy case ask authority from
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to retain Morris, Nichols, Arsht & Tunnell
LLP as its Delaware counsel, nunc pro tunc to Oct. 26, 2006.

The Creditors Committee selected Morris Nichols because of the
firm's extensive experience, knowledge and resources in the
fields of, inter alia, debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code,
Andrew B. Cohen, managing director of Dune Capital LLC, relates.

Mr. Cohen adds that Morris Nichols is well qualified to represent
the Creditors Committee because of its expertise, experience and
knowledge practicing before the U.S. Bankruptcy Court for the
District of Delaware, as well as its proximity to the Court, and
its ability to respond quickly to emergency hearings and other
emergency matters in the Court.

Specifically, Morris Nichols will:

   (a) advise the Creditors Committee with respect to its rights,
       duties and powers in the Debtors' Chapter 11 cases;

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

   (c) assist the Creditors Committee in analyzing the claims of
       the Debtors' creditors in negotiating with them;

   (d) assist with the Creditors Committee's investigation of the
       acts, conduct, assets liabilities and financial condition
       of the Debtors and of the operation of their business;

   (e) assist the Creditors Committee in its analysis of, and
       negotiations with, the Debtors or their creditors
       concerning matters related to, among other things, the
       terms of a plan of reorganization for the Debtors;

   (f) assist and advise the Creditors Committee with respect to
       its communications with the general creditor body
       regarding significant matters in the Debtors' bankruptcy
       cases;

   (g) assist and counsel the Creditors Committee in respect to
       its organization, the conduct of its business and
       meetings, the dissemination of information to its
       constituency, and other matters as are reasonably deemed
       necessary to facilitate the administrative activities of
       the Committee;

   (h) attend the meetings of the Creditors Committee;

   (i) represent the Creditors Committee at all hearings and
       other proceedings;

   (j) review and analyze all applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Creditors Committee as to their propriety;

   (k) assist the Creditors Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Creditors Committee's interests and objectives; and

   (1) perform other legal services as may be required and are
       deemed to be in the interests of the Creditors Committee
       in accordance with the Committee's powers and duties as
       set forth in the Bankruptcy Code.

Morris Nichols will be paid on an hourly basis, plus
reimbursement of actual and necessary expenses incurred:

      Designation                      Hourly Rate
      -----------                      -----------
      Partners                         $425 - $625
      Associates                       $220 - $400
      Paraprofessionals                   $175
      Case Clerks                         $100

William H. Sudell, Jr., Esq., a partner at Morris Nichols,
assures the Court that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.  Morris
Nichols does not hold or represent any interest adverse to the
Debtors' estates or their creditors, Mr. Sudell adds.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- 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 October 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
$1.7 billion in total assets and $1.6 billion in total debts.
(Sea Containers Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


SIGMAN & SIGMAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sigman & Sigman Gutters Inc.
        4420 Commerce Circle
        Atlanta, GA 30336

Bankruptcy Case No.: 07-60829

Type of Business: The Debtor provides exterior home products and
                  services.

Chapter 11 Petition Date: January 18, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Charles C. Black, Esq.
                  Bannister & Black
                  231 Maxham Road, Suite 100
                  Austell, GA 30168
                  Tel: (770) 944-3032

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Beth Sigman                   Rent for Building         $930,000
1635 Reflection Trail         Stockholder spouse
Powder Sprongs, GA 30127

Bellsouth Advertising         Open account              $225,000
P.O. Box 105024
Atlanta, GA 30348-5024

Gutter Buster Wholesale       Open account              $169,070
Supply                        Related company
1470 Dale Court
Amelia, OH 45102

Carl Sigman                   Open account              $154,285
                              American Express
                              Platinum Cs2
                              Company expenses on
                              personal AMEX card

WSB-TV                        Open account              $132,000

American Wholesale            Open account              $109,172

William Sigman                Open account               $47,319
                              American Express
                              Platinum Cs2
                              Company expenses on
                              personal AMEX card

TBS                           Open account               $29,466

Atlanta Journal/Clipper       Open account               $26,950

The Home Depot Crc            Open account               $17,797

Gutter Topper, Ltd.           Contract claim             $10,557

Auto-Owners Insurance         Open account                $9,354

Hlb Gross Collins, P.C.       Open account                $8,034

WWTN-FM                       Open account                $6,000

Lease Acceptance Corp.        Contract claim              $4,583

Pitney-Bowes-Postage          Open account                $3,069

Gk Services                   Open account                $2,973

Bellsouth                     Open account                $2,572

State Farm 0391-8975-27       Open account                $2,416

Newsouth Communications       Open account                $2,292


SIRIUS SATELLITE: Could Not Merge With XM Says FCC Chairman
-----------------------------------------------------------
Federal Communications Commission's chairman Kevin Martin said
that SIRIUS Satellite Radio Inc. and XM Satellite Radio Holdings
Inc. could not merge under current FCC rules, reports say.

"The commission looks at anything that is presented to it.  All of
the commission's rules are open to be changed," Mr. Martin said in
a Reuters report.

According to industry analysts, the regulatory guidelines need to
be changed before a merger between the two is approved.  Also,
antitrust regulators need to approve it.

According to industry sources, XM's units are not equipped to play
SIRIUS' stations, and vice versa, Kevin Shult of Blogging Stocks
say.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                           About SIRIUS

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

At Sept. 30, 2006, the company's balance sheet showed $1.6 billion
in total assets and $1.8 billion in total liabilities, resulting
in a $200.3 million stockholders' deficit.


SIRIUS SATELLITE: Howard Stern Gets $82.9 Mil. Incentive Payment
----------------------------------------------------------------
SIRIUS Satellite Radio Inc. delivered to radio personality Howard
Stern's affiliates 22,058,824 million shares of common stock,
valued at approximately $82.9 million.

This is based on the company's subscriber count on Dec. 31, 2006,
and pursuant to the October 2004 agreement with Mr. Stern.

This stock-based payment resulted from Sirius' Dec. 31, 2006,
subscriber count exceeding a specified target by more than
two million subscribers.

This target was agreed upon in October 2004 based upon the
consensus estimate of securities analysts at that time of
approximately 3.5 million Sirius subscribers at Dec. 31, 2006.
Sirius ended 2006 with approximately 6,024,000 subscribers.

"The decision to bring Howard Stern to SIRIUS required a very
significant commitment and we are very pleased that our investment
has dramatically paid off," SIRIUS chief executive officer Mel
Karmazin said.

"SIRIUS has significantly outperformed earlier subscriber
expectations, now generating over $300 million more revenue than
Wall Street expected at the time Howard agreed to join us.

"Our exceptional programming, product offerings, and brand have
led SIRIUS to set a satellite radio record in 2006 with
2.7 million net subscriber additions."

Sirius' agreement with Mr. Stern provides for additional stock-
based performance bonuses if the company exceeds an escalating set
of specified subscriber targets by increasing amounts
substantially greater than two million.

The shares of SIRIUS common stock issued, or any likely to be
issued to Mr. Stern in the future, will not increase the company's
fully diluted share count, as certain other currently outstanding
warrants will expire without exercise in the ordinary course.
Expense related to this payment has been reflected in its
operating results throughout 2006.

SIRIUS intends to file a registration statement with the
Securities and Exchange Commission to register these shares of
common stock being delivered to affiliates of Howard Stern.

                           About SIRIUS

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

At Sept. 30, 2006, the company's balance sheet showed $1.6 billion
in total assets and $1.8 billion in total liabilities, resulting
in a $200.3 million stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $534.9 million in total current assets available to
pay $641.4 million in total current liabilities.


TCR I: Court Continues Disclosure Statement Hearing to March 13
---------------------------------------------------------------
The Honorable Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia will continue the hearing to consider
approval of TCR I, Inc.'s Disclosure Statement explaining its
Joint Chapter 11 Plan of Reorganization on March 13, 2007, at
11:00 a.m.  The hearing will be held at 200 South Washington
Street, 3rd Floor, Courtroom III in Alexandria, Virginia.

As reported in the Troubled Company Reporter on July 18, 2006, the
Debtor's Plan will be funded from normal cash flow generated by
operations.

The Debtor functions as a management organization for seven
assisted living facilities and is also a holding company that
owns, directly or indirectly, six assisted living facilities.  
According to the Debtor 50% of the net cash flow from these
facilities will be placed in the Plan Funds to pay creditors.

Under the Debtor's Plan, all administrative claims will be paid in
full.

Priority Tax Claims from the Internal Revenue Service amounting
$9,847 plus statutory interest will be paid equal quarterly
installments of principal and interest at the statutory rate over
a one-year period until paid in full.

Union Bank & Trust holding Secured Claims totaling $800,000 plus
interest will receive in full payment, with interest:

   * $2,400 monthly payment will be applied to the $375,000 note
     held by Union Bank; and

   * secured by a first deed of trust on the residence of Charles  
     V. Rice, the Debtor's principal.

Creditors holding Unsecured Claims against TCR and Mr. Rice will
be paid annually over five years.  Payments will be comprised of
50% of the net cash flow from the TCR and Rice Assets, which
amounts will be placed into the TCR and the Rice Plan Fund and
paid annually to the TCR and Rice creditors.

Interest Holders will receive no distributions under the Plan.

TCR I, Inc., filed for chapter 11 protection on September 8, 2005
(Bankr. E.D. Va. Case No. 05-13450).  Bruce W. Henry, Esq., at
Henry, O'Donnell, Dahnke & Walther, PC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $6,980,559 in assets and $37,059,268
in debts.


TITAN GLOBAL: Nov. 30 Balance Sheet Upside-Dow by $15.2 Million
---------------------------------------------------------------
Titan Global Holdings Inc. filed its financial statements for the
first quarter ended Nov. 30, 2006, with the Securities and
Exchange Commission on Jan. 16, 2007.

Titan Global reported a $6.8 million net loss for the quarter
ended Nov. 30, 2006, compared with a $6.3 million net loss for the
same period ended Nov. 30, 2005.

The company also reported record financial results for the fiscal
quarter ended Nov. 30, 2006, with the company's divisions
generating a total $29.9 million in revenues for the period,
representing a $2.3 million gain over the same period the previous
year.

Titan's Communication Division reported strong financial
performance, with revenues reaching $24.6 million in the first
quarter of 2007 with a significant gain in EBITDA to $2.3 million,
an 82% increase from the first quarter of 2006.

Titan's Electronics and Homeland Security division reported
revenues reaching $5.4 million in the first quarter of 2007, a
solid 23% increase from the first quarter of 2006.

"We are energized by the dramatic gains that Titan made during
this period through our continued growth and the overall success,"
said Bryan Chance, Chief Executive Officer of Titan Global
Holdings.  "The company entered fiscal 2007 with specific goals to
increase revenue and earnings both organically and through
acquisitions.  During the first quarter of 2007 we leveraged our
market position in each division to increase revenues and
dramatically improve earnings in our Communications division."

At Nov. 30, 2006, the company's balance sheet showed $54.3 million
in total assets and $69 million in total liabilities, resulting in
$15.2 million total stockholders' deficit.

At Nov. 30, 2006, the company's balance sheet showed strained
liquidity with $23.1 million in total current assets available to
pay $58.9 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?18c3

                      New Financing Agreements

Titan also disclosed that it recently entered into new financing
agreements with Greystone Business Credit II LLC to replace
existing agreements with Laurus Master Funds and CapitalSource
Finance.  The company repurchased 1.25 million shares from Laurus
upon the closing of its new financing agreements.

                         About Titan Global

Headquartered in Salt Lake City, Utah, Titan Global Holdings Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- is a  
diversified holding company with a dynamic portfolio of
subsidiaries that capitalize on the ever-expanding worldwide
demand for new communications and connectivity services and
products.  Titan's Telecommunications Division includes Oblio
Telecom Inc., a market leader in prepaid telecommunications and
the second largest publicly-owned company in the international
prepaid telecommunications space, StartTalk Inc., Pinless, Inc.
and Titan Wireless Communications, Inc., a prepaid wireless
communications and mobile virtual network operator.  Titan's
Electronics and Homeland Security Division includes Titan PCB East
Inc. and Titan PCB West Inc.  These companies specialize in the
manufacturing of advanced circuit boards and other high tech
products for military and high-tech clients.


TOTAL TRAVEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Total Travel Management
        dba Global Experts in Travel
        1441 East Maple
        Troy, MI 48084

Bankruptcy Case No.: 07-41108

Type of Business: The Debtor operates a travel management company.
                  See http://www.globalconnected.net/

Chapter 11 Petition Date: January 18, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: David M. Miller, Esq.
                  Erman, Teicher, Miller, Zucker & Freedman, P.C.
                  400 Galleria Officentre, Suite 444
                  Southfield, MI 48034-2162
                  Tel: (248) 827-4100

Total Assets: $384,938

Total Debts:  $5,910,625

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   World Span                                         $1,112,575
   300 Galleria Parkway
   Atlanta, GA 30339

   Garback, Brent                                       $625,000
   1125 Point Sylvan Court, Apt. C
   Orlando, FL 32825

   Homecomings Financial                                $412,525
   c/o Dykema Gossett
   39577 Woodward, Suite 300
   Bloomfield Hills, MI 48304

   Avaya/CIT Communications                             $396,000
   c/o Buonocore & Trevisan
   1719 Route 10, Suite 301
   Parsippany, NJ

   Delphi Corporation                                   $374,551
   5725 Delphi Drive
   Troy, MI 48098

   Daimler Chrysler                                     $344,317
   1000 Chrysler Drive
   Auburn Hills, MI 48326

   General Motors                                       $323,091
   c/o ACS
   P.O. Box 62530
   Phoenix, AZ 85082

   BMW of North America                                 $306,011
   300 Chestnut Ridge Road
   Woodcliff Lake, NJ 07677

   Concur Technologies                                  $214,182

   Ingersoll Rand                                       $150,000

   Sabre, Inc.                                          $130,019

   Lossing, John                                        $110,000

   Lossing, Linda                                        $80,000

   ARIEL Enterprises                                     $67,852

   Delphi - Brickyard 400                                $63,358

   Western World Insurance                               $61,628

   Cornerstone Information System                        $56,105

   Reservation Center                                    $54,796

   South Allen Association                               $50,000

   Blue Cross / Blue Shield                              $34,108


TRANSAX INTERNATIONAL: Plans to Sell Brazil Unit to Gestao
----------------------------------------------------------
Transax International Ltd. has signed a Letter of Intent
with Gestao e Processamento de Infomacoes de Saude Ltda. to
sell its wholly owned Brazil subsidiary Medlink Conectividade
em Saude Ltda. and related intellectual property held by
its subsidiary Medlink Technologies Inc for 12.625 million
Brazilian Reais.

"We are pleased to have been able to reach an agreement with
CBGS in monetizing our Brazilian operations" Stephen Walters,
President & CEO of Transax, commented.  "Transax will continue
to retain certain licensing rights outside of Latin America and IP
rights for the U.S. market at no cost.  This transaction
will also significantly strengthen our Balance Sheet.  As a result
we intend to pay off all outstanding debts, including
the $1.6 million preferred equity investment by Cornell
Capital, as well as drastically increasing our cash position.
Additionally, we will evaluate future business opportunities
and update investors as warranted."

Under specific terms of the Letter of Intent CBGS will pay
all cash and retain operating control of Medlink's assets and
intellectual property rights in Brazil.  The transaction is
subject to operating, financial and legal due diligence any
closing balance sheet adjustments and signing of definitive
agreements which both parties anticipate completing by
Feb. 28, 2007.

                 About Transax International

Based in Miami, Florida, Transax International Limited
(OTCBB: TNSX) -- http://www.transax.com/-- provides hospitals,   
physicians and health insurance companies using health information
management systems to manage coding, compliance, abstracting and
recording of management processes.  The Company's subsidiaries,
TDS Telecommunication Data Systems LTDA provides services in
Brazil; ransax Australia Pty Ltd. provides those services in
Australia; and Medlink Technologies, Inc., initiates research and
development.

At Sept. 30, 2006, the company's balance sheet showed $2,003,214
in total assets, $6,179,904 in total liabilities, resulting in a
$4,176,690 in total stockholders' deficit.


U.S. ENERGY: Inks Pact Granting Countryside $99 Mil. Secured Claim
------------------------------------------------------------------
U.S. Energy Biogas Corp. has reached an agreement in principle
with Countryside Power Income Fund concerning the principal issue
in USEB's Chapter 11 filing in the U.S. Bankruptcy Court for the
Southern District of New York.

The agreement will enable USEB and its parent, U.S. Energy
Systems, Inc. to establish new financing for USEB that should
enable it to pay all of its creditors in full, exit bankruptcy
quickly, and support the growth of the business for the benefit of
USEY's shareholders.  Upon approval of the agreement by the Court,
well as each party's respective boards, USEB expects to be able to
move immediately toward an expedited confirmation of a Chapter 11
plan of reorganization.

"We are elated with the agreement we were able to reach with
Countryside," said Asher E. Fogel, Chairman of USEB and Chief
Executive Officer of USEY.  "With approval of this agreement, USEB
can move forward to establish new financing, its management can
move forward to capitalize on USEB's attractive growth
opportunities, and USEY shareholders can benefit from the value of
USEB.  We also are very pleased that our settlement should
expedite the conclusion of USEB's restructuring and facilitate the
payment in full of existing creditors' claims."

The agreement, in principle, provides for Countryside Canada Power
Inc, a subsidiary of Countryside, to have an allowed secured claim
of approximately $99 million.

Under the agreement, the secured claim is the only allowed claim
that Countryside will have in the Chapter 11 case.  Countryside
has agreed to forgo any claim concerning USEB's Apr 8, 2004
Royalty Agreement with Countryside, well as any claim against USEY
under its Apr 8, 2004 Development Agreement with Countryside.

The agreement provides for installment cash payments of
$3 million on or before Jan. 31, 2007, $30 million on or before
Mar 31, 2007, and the remaining balance of the secured claim on or
before maturity at May 31, 2007.  Outstanding principal amounts
shall be deemed over secured for purposes of adequate protection
and the use of cash collateral in the USEB bankruptcy cases and
shall bear interest at a rate of 10% per annum from Feb. 1, 2007,
payable monthly in U.S. dollars to the Fund.

The parties will work together to pursue a "take-out" financing
before the final installment date of May 31, 2007.  Mutual general
releases will be exchanged among the parties involved and will
cover certain individuals affiliated with the Fund who have been
threatened with lawsuits arising out of their prior employment by
USEY.

The settlement resulted from a mediation that took place in New
York City on Jan. 12 and 13, 2007, and the Court is expected to
consider USEB's motion to approve the settlement later this month.  
Ronald Barliant of the law firm of Goldberg Kohn of Chicago, a
former US bankruptcy judge, presided over the mediation.

Peter S. Partee, Esq., at Hunton & Williams LLP served as lead
counsel to USEB in connection with the mediation and its Chapter
11 cases, assisted by Benjamin C. Ackerly, Esq., and Michael
Wilson, Esq., also of Hunton & Williams LLP.  Philip Anker, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP served as special
counsel to USEY in connection with the mediation and serves as
special counsel to USEY in connection with USEB's Chapter 11
cases.

Court action follows USEB's Nov. 30, 2006 announcement that
it had voluntarily filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code, as well as the Court's Dec 1, 2006
approval of the Subsidiary's critical "first day pleadings".
USEB's Chapter 11 filing did not include USEB's parent co.,
USEY, or the parent company's other subsidiary, a UK-based natural
gas exploration and development business, UK Energy Systems
(UKES). Moreover, neither USEY's nor UKES's operations are
affected by USEB's Chapter 11 filing.


About U.S. Energy Systems, Inc.

U.S. Energy Systems, Inc. is an owner of green power and clean
energy and resources. USEY owns and operates energy projects in
the US and UK that generate electricity, thermal energy and gas
production.


UWINK INC: Restates Sept. 30 Third Quarter Financial Statements
---------------------------------------------------------------
uWink Inc. restated its financial statements for the third quarter
ended Sept 30, 2006, by filing an amended quarterly report with
the Securities and Exchange Commission on Jan. 19, 2007.

The amendment was made in view of questions raised by the
Securities and Exchange Commission as to the accounting treatment
of financing warrants issued during 2006, whereby the fair value
of financing warrants was treated as a cost of raising equity with
a corresponding amount debited to additional paid-in capital.  

In consultation with external auditors, the chief executive
officer and chief financial officer determined to amend and
restate the financial statements to recognize an expense for the
fair value of the financing warrants issued during the period and
to book a corresponding amount as short term warrant liability on
the balance sheet at Sept. 30, 2006, as well as to reflect the
change in the fair value of the warrant liability as of
Sept. 30,2006.

In the amended and restated financial statements, uWink Inc.
reported a $7.1 million net loss on net sales of $35,720 for the
third quarter ended Sept. 30, 2006, compared to a $610,103 net
loss on negative sales of $76,290 for the same period in 2005.  
The negative sales of $76,290 for the third quarter ended Sept.
30, 2005, is a result of an accounting error in recording sales in
said period.

The increase in net loss is primarily due to the increase in
operating expenses and the recognition of a $6.2 million expense
for the fair value of financing warrants issued during the period.

At Sept. 30, 2006, the company's balance sheet showed $1.9 million
in total assets and $8.3 million in total liabilities, resulting
in a $6.4 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $991,899 in total current assets available
to pay $8.3 million in total current liabilities.

Full-text copies of the company's amended consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at http://researcharchives.com/t/s?18cd

                        Going Concern Doubt

Kabani & Company, Inc., in Los Angeles, California, raised
substantial doubt about uWink'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 significant losses and negative cash flow from
operations since its inception, its working capital deficit and
its difficulty in developing a substantial source of revenue.

                          About uWink Inc.

Based in Los Angeles, California, uWink, Inc. (OTCBB: UWNK) --
http://wwwuwink.com/-- is a digital entertainment company that   
develops interactive entertainment software and platforms for
restaurants, bars, and mobile devices.  uWink opened it's first
uWink Bistro restaurant in Los Angeles in October of 2006.


VESTA INSURANCE: Administrative Claims Bar Date Set for January 25
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
confirmed Vesta Insurance Group, Inc.'s Third Amended Chapter 11
Plan of Liquidation, the Troubled Company Reporter disclosed on
Jan. 3, 2007.

The effective date of Plan was Dec. 26, 2006.  Vesta made certain
non-material modifications to the Second Amended Chapter 11 Plan
of Liquidation in response to certain of the objections to the
Plan's confirmation.

                    Deadline of Payment Requests

Lloyd T. Whitaker, Vesta's Plan Trustee, informs parties-in-
interest that the deadline for filing requests for payment of
administrative claims, except for claims for professional
compensation, is on January 25, 2007.

According to Mr. Whitaker, each holder of an Allowed Priority Tax
Claim will receive, in full satisfaction of the Claim, cash in
the amount of the Claim on the later to occur of the Effective
Date or 30 days after the Claim was allowed, except to the extent
the Holder agrees to a different treatment of his Claim.

The Debtor will have the right to satisfy administrative expenses
incurred in the ordinary course of business by means of the
Debtor's performance of the obligations in accordance with the
terms and conditions of the agreement or applicable law.  
However, the Debtor's failure to perform those obligations will
not relieve the claimant from the requirement to timely file and
serve an administrative claim request.

Any person who asserts non-ordinary course Administrative Claims
that arise before the Confirmation Date, including claims under
Section 503(b)(2) to (5) of the Bankruptcy Code, but excluding
claims for professional compensation and claims under Sections
3.3, 3.4, or 3.5 of the Plan, must file on or before the Claims
Bar Date an application with the Bankruptcy Court for the
allowance of the Claim.  The application will be served upon
both:

   (1) Todd C. Meyers
       Kilpatrick Stockton LLP
       1100 Peachtree Street NE
       Suite 2800
       Atlanta, Georgia 30309

   (2) J. Thomas Corbett
       Chief Deputy Bankruptcy Administrator
       1800 5th Avenue North
       Suite 132
       Birmingham, Alabama 35203.

Failure to timely file the application will bar the claimant from
seeking recovery on the Administrative Claim.  Mr. Whitaker will
have until March 25, 2007, or longer as allowed by the Court, to
review and object to the Administrative Claims.

Allowed Administrative Claims will be paid in full in single cash
payments on the later to occur of the Effective Date or 30 days
after the Court allowed the Claim, unless the Holder agrees in
writing to a different treatment of the Claim.

All professionals entitled to Professional Compensation for
services rendered to the Debtor or the Official Committee of
Unsecured Creditors must file an application for final allowance
of compensation and reimbursement of expenses not later than
February 24, 2007.

Each Indenture Trustee entitled under its Indenture documents to
receive Indenture Trustee fees should have forwarded to Vesta and
the Plan Trustee, on or before January 6, 2007, a statement of
its Indenture Trustee Fees accrued during the period from the
Involuntary Petition Date through the Effective Date.  The fees
will be promptly paid, unless a written objection is made by the
Plan Trustee within 15 days after the later to occur of the
receipt of the statement, or the Effective Date.

If rejection of an executory contract or unexpired lease results
in a Claim, the Claim is forever barred and will not be
enforceable against Vesta or the Estate, unless a proof of claim
is filed on or before February 7, 2007, and served upon
Mr. Meyers at the Kilpatrick Stockton office, and the Plan
Committee at:

   (1) Wilmington Trust Company
       Attn: Steven M. Cimalore
       Rodney Square North
       1100 North Market Street
       Wilmington, Delaware 19890-1615

   (2) Sterne, Agee & Leach, Inc.
       Attn: Ryan C. Medo
       800 Shardes Creek Parkway
       Suite 700
       Birmingham, Alabaman 35209

   (3) U.S. Bank National Association
       Attn: Charles S. Hodges
       214 North Tryon Street
       27th Floor
       Charlotte, North Carolina 28202

Requests for payment of Administrative Claims and applications
for allowance of Fee Claims must be filed with the Bankruptcy
Court, located at 1800 5th Avenue North, Birmingham, Alabama.

                    Gaines' Claims Bar Dates Set

As reported in the Troubled Company Reporter on Jan. 3, 2007, the
Court also confirmed J. Gordon Gaines, Inc.'s Third Amended
Chapter 11 Plan of Liquidation.

Kevin O'Halloran, Plan Trustee for J. Gordon Gaines, Inc.,
informs parties-in-interest that the deadline for filing requests
for allowance and payment of administrative expenses, other than
for professional services, is on January 25, 2007.

As previously reported, the Court confirmed Gaines' Third Amended
Chapter 11 Plan of Liquidation on December 22, 2006, with the
Plan's Effective Date set to December 26, 2006.

Claimants filing administrative claims requests after January 25,
2007 will be barred from seeking recovery of their claims.

The Plan Trustee will have until March 25, 2007, to review and
object to the Administrative Claims.

Professional fee and reimbursement of expense applications are
due on February 24, 2007.

Proofs of claim for rejected executory contracts or unexpired
leases will be filed and served upon the Plan Trustee, if after
the Effective Date, on or before February 7, 2007.

Applications for allowance of Administrative Claims and
Professional Compensation, and proofs of claim for rejection
damages must be sent to the Clerk's Office, United States
Bankruptcy Court, 1800 5th Avenue North, Birmingham, Alabama.

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding    
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Parker Hudson Wants Payment Procedures Amended
---------------------------------------------------------------
Parker, Hudson, Rainer & Dobbs LLP, counsel for Vesta Insurance
Group, Inc., and J. Gordon Gaines, Inc., for their Chapter 11
cases, asks the U.S. Bankruptcy Court for the Northern District of
Alabama to amend the Sept. 12, 2006, order approving Debtors'
motion to establish procedures for payment of interim fees and
expenses for professionals.

Specifically, PHRD requests the elimination of Paragraph 3(e) of
the Order, which requires each Professional to file a
comprehensive interim application every 120 days after the entry
of the Order, or in the alternative, waive the requirement.

Rufus T. Dorsey, IV, a member of the firm, states that the
requirement in Paragraph 3(e) of the Interim Fee Order is
unnecessary as each of the Debtors' Plan of Liquidation have been
confirmed, the Effective Dates declared, and the Professionals
will soon file final applications for allowance of fees and
expenses.

Under the terms of the Interim Fee Order, the first comprehensive
fee application is due on January 10, 2007, and each professional
must file a final application for the allowance of fees and
reimbursements no later than February 24, 2007, Mr. Dorsey says.

Mr. Dorsey points out that the filing of the comprehensive fee
application when the deadline for filing final applications is
only about a month away will unnecessarily consume resources of
the Professionals and the Court.

Furthermore, other Professionals in the Debtors' Chapter 11 cases
also agree with the relief, Mr. Dorsey informs the Court.

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding    
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


WELLS FARGO: S&P Holds B Rating and Removes Watch on Two Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the B-5
classes issued by Wells Fargo Mortgage Backed Securities Trust
series 2004-G and 2004-8 and removed them from CreditWatch with
negative implications, based on the timing and receipt of updated
performance statistics.

The removal of the ratings from CreditWatch reflects improved
delinquency performance as of the December 2006 distribution
period.  Series 2004-G has no delinquent loans, and series 2004-8
now contains only one delinquent mortgage loan for $332,535 (30
days).
   
      Ratings Affirmed and Removed from Creditwatch Negative

             Wells Fargo Mortgage Backed Securities Trust
                    Mortgage pass-through certificates

                                         Rating
                                         ------
             Series     Class       To              From
             ------     -----       --              ----
             2004-8     B-5         B               B/Watch Neg
             2004-G     B-5         B               B/Watch Neg
   

WESTERN MEDICAL: Chapter 7 Trustee Taps Lane & Nach as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave William
E. Pierce, the chapter 7 trustee appointed in Western Medical
Inc.'s liquidation proceedings, permission to retain Lane & Nach,
P.C., as its bankruptcy counsel.

Mr. Pierce is expected to:

     a) advise and consult with the Case Trustee concerning
        questions arising in the conduct of the administration
        of the estate and concerning Case Trustee's rights and
        remedies with regard to the estate's and the claims of
        secured, preferred and unsecured creditors and other
        parties in interest;

     b) appear for, prosecute, defend and represent Case Trustee's
        interest in the suits arising in or related to the
        Debtors' case;

     c) investigate and prosecute preference and other actions
        arising under the Case Trustee's avoiding powers;

     d) assist in the preparation of the pleadings, motions,
        notices and orders as are required for the orderly
        administration of this estate; and

     e) consult with and advise the Chapter 7 Trustee in
        connection with the operation of or the termination of the
        operation of the business of the Debtor.

The firm's professionals billing rates are:

     Designation             Hourly Rate
     -----------             -----------
     Attorneys                $250-$150
     Paralegals               $100-$50

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

The firm can be reached at:

     Lane & Nach , P.C.
     Suite 157
     2025 North 3rd Street
     Phoenix, AZ 85004-1425
     Tel: (602) 258-6000
     Fax: (602) 258-6003

Headquartered in Phoenix, Arizona, Western Medical, Inc.
-- http://www.westernmedicalinc.net/-- sells and distributes    
medical and hospital equipment.  The company filed for chapter 11
protection on June 15, 2006 (Bankr. D. Ariz. Case No. 06-01784).  
Brenda K. Martin, Esq., at Osborn Maledon, P.A., represents
the Debtor.  Pachulski Stang Ziehl Jones and Weintraub LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million to $10 million and debts between
$10 million and $50 million.

The Debtor's chapter 11 case was converted to chapter 7
liquidation proceeding on Nov. 21, 2006.  William E, Pierce
was appointed as the Chapter 7 Trustee.


WILLOWBEND NURSERY: Chap. 11 Trustee Hires Cowden as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
gave Andrew W. Suhar, the Chapter 11 Trustee appointed in
Willowbend Nursery Inc. and its debtor-affiliates' bankruptcy
cases, permission to employ Frederic P. Schwieg, Esq., and Cowden
Humphrey Nagorney & Lovett, as his counsel.

Mr. Schwieg is expected to prepare pleadings and services
incidental thereto and conduct examinations or depositions of
witnesses, participation in negotiations for the sale of assets of
the estate and production of related documents.

The Trustee discloses that Mr. Schwieg will bill $225 per hour for
this engagement.

Mr. Schwieg and the firm assure the Court that they are a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Schwieg can be reached at:

     Frederic P. Schwieg, Esq.
     Cowden Humphrey Nagorney & Lovett
     Suite 1414
     50 Publich Square
     Cleveland, OH 44113-2204
     Tel: (216) 241-2880 Ext. 133

Headquartered in Perry, Ohio, Willowbend Nursery, Inc. --
http://www.willowbendnursery.com/-- owns and operates a nursery   
and grow quality bareroot plants & shrubs.  The company and its
affiliates filed for chapter 11 protection on Sept. 20, 2006
(Bankr. N.D. Ohio Case No. 06-14353).  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $1 million and $10 million and estimated debts between
$10 million and $50 million.

On Oct. 27, 2006, the Court approved Fifth Third Bank's request
for a chapter 11 trustee in the Debtors' chapter 11 cases.  On
Nov. 3, 2006, the Court appointed Andrew W. Suhar as the chapter
11 trustee.


WILLOWBEND NURSERY: Chap. 11 Trustee Hires V. Gaudio as Accountant
------------------------------------------------------------------
The Hon. Arthur I. Harris the U.S. Bankruptcy Court for the
Northern District of Ohio in Cleveland gave Andrew Suhar, the
Chapter 11 Trustee appointed in Willowbend Nursery Inc. and its
debtor-affiliates' chapter 11 cases, authority to employ Vincent
Gaudio, CPA, as his accountant.

As reported in Troubled Company Reporter on Dec. 15, 2006,
Vincent Gaudio, CPA, will assist in preparing payroll, payroll
taxes, general corporate accounting, and corporate taxes.

Mr. Gaudio bills at $135 per hour.

Mr. Gaudio assured the Court that he does not hold any interest
adverse to the Debtors or their estates.

Headquartered in Perry, Ohio, Willowbend Nursery, Inc. --
http://www.willowbendnursery.com/-- owns and operates a nursery   
and grow quality bareroot plants & shrubs.  The company and its
affiliates filed for chapter 11 protection on Sept. 20, 2006
(Bankr. N.D. Ohio Case No. 06-14353).  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $1 million and $10 million and estimated debts between
$10 million and $50 million.

On Oct. 27, 2006, the Court approved Fifth Third Bank's request
for a chapter 11 trustee in the Debtors' chapter 11 cases.  On
Nov. 3, 2006, the Court appointed Andrew W. Suhar as the chapter
11 trustee.


XM SATELLITE: Could Not Merge With SIRIUS Says FCC Chairman
-----------------------------------------------------------
Federal Communications Commission's chairman Kevin Martin said
that XM Satellite Radio Holdings Inc. and SIRIUS Satellite Radio
Inc. could not merge under current FCC rules, reports say.

"The commission looks at anything that is presented to it.  All of
the commission's rules are open to be changed," Mr. Martin said in
a Reuters report.

According to industry analysts, the regulatory guidelines need to
be changed before a merger between the two is approved.  Also,
antitrust regulators need to approve it.

According to industry sources, SIRIUS' units are not equipped to
play XM's stations, and vice versa, Kevin Shult of Blogging Stocks
say.

                           About SIRIUS

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

At Sept. 30, 2006, XM Satellite Radio Inc.'s balance sheet showed
a stockholders' deficit of $253,183,000, compared with a deficit
of $358,079,000, at June 30, 2006.

                           *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
XM Satellite Radio Inc.'s $600 million senior unsecured notes.  

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '1' to XM's $250 million first-lien secured
revolving credit facility, indicating an expectation of full
recovery of principal in the event of a payment default.


* Ravin Greenberg Opens Manhattan Office
----------------------------------------
Ravin Greenberg PC, a long-time New Jersey boutique law firm
specializing in personal and corporate bankruptcy and
restructuring, will be opening its New York City office, effective
immediately.  The new office is located at 888 Seventh Avenue.

"We are expanding to New York to accommodate our anticipated
growth in the bankruptcy and restructuring market sectors," said
Stephen B. Ravin, Esq., who is a partner in the firm.  "New York
represents a market which we believe could benefit from our
principles of economical representation.  Our firm abides by a
practical model of representation, which necessarily envisions,
among other things, a focus on value.  Chad B. Friedman, Esq.,
whose practice concentrates on corporate reorganization, is
providing leadership in the New York office.

With offices in New York and New Jersey, Ravin Greenberg PC
-- http://www.ravingreenberg.com/-- has been a trusted provider  
of legal and business counsel to financially challenged
individuals and corporations and a pre-eminent practitioner in the
United States Bankruptcy Court for more than 60 years.  On the
cutting edge in the insolvency arena, the firm is a Bankruptcy
Court pioneer, helping shape and change the practice of law.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Accorda Therapeut.      ACOR         (8)          40        5
AFC Enterprises         AFCE        (40)         157        4
Affymax Inc.            AFFY       (114)          61       53
Alaska Comm Sys         ALSK        (25)         566       26
Alliance Imaging        AIQ         (18)         674       30
AMR Corp.               AMR        (514)      30,128   (1,202)
Armstrong World         AWI      (1,197)       4,721    1,132
Atherogenics Inc.       AGIX       (136)         197      146
Bare Essentials         BARE       (620)         139       42
Bearingpoint Inc.       BE          (46)       1,972      229
Blount International    BLT        (107)         441      121
CableVision System      CVC      (5,400)       9,777     (400)
Carrols Restaurant      TAST       (104)         497      (25)
Centennial Comm         CYCL     (1,092)       1,422      112
Charter Comm-a          CHTR     (5,632)      15,198     (999)
Choice Hotels           CHH         (78)         286      (48)
Cincinnati Bell         CBB        (679)       1,889       55
Claymont Stell H        PLTE        (30)         177      112
Clorox Co.              CLX         (55)       3,539      (20)
Compass Minerals        CMP         (74)         671      145
Corel Corp.             CRE         (22)         113       11
Crown Media HL          CRWN       (449)         917      190
Dayton Superior         DSUP       (171)         281       63
Delphi Corp             DPHIQ    (7,756)      17,514    2,250
Deluxe Corp             DLX         (68)       1,296     (188)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (592)         360      (20)
Double-Take Soft        DBTK        (54)          19       (2)
Echostar Comm           DISH       (365)       9,352    1,696
Emeritus Corp.          ESC        (115)         713      (34)
Emisphere Tech          EMIS         (6)          35       12
Empire Resorts I        NYNY        (25)          61       (2)
Encysive Pharm          ENCY        (88)          69       33
Gencorp Inc.            GY          (98)       1,017       (3)
Graftech International  GTI        (157)         875      253
Guidance Software       GUID         (2)          22       (1)
Hansen Medical I        HNSN        (32)          38       33
HealthSouth Corp.       HLS      (1,339)       3,310     (314)
I2 Technologies         ITWO        (46)         208        1
ICO Global C-New        ICOG        (60)         657     (380)
ICOS Corp               ICOS        (18)         285      112
IMAX Corp               IMAX        (33)         243       84
Immersion Corp          IMMR        (22)          47       31
Immunomedics Inc        IMMU        (21)          50       21
Incyte Corp             INCY        (66)         465      295
Indevus Pharma          IDEV       (124)          92       55
Inergy Holdings         NRGP        (19)       1,647      (12)
Investools Inc.         IEDU        (64)         120      (79)
IPG Photonics           IPGP        (31)         115       24
J Crew Group Inc.       JCG         (55)         414      128
Kaiser Aluminum         KALU     (3,105)       1,598      123
Koppers Holdings        KOP         (86)         637      148
Life Sciences           LSR         (25)         205       23
Ligand Pharm            LGND       (239)         232     (162)
Lodgenet Entertainment  LNET        (62)         269       18
McMoran Exploration     MMR         (18)         431      (27)
Navisite Inc.           NAVI         (3)         100       (9)
New River Pharma        NRPH        (65)         170      135
Nexstar Broadc-A        NXST        (78)         679       27
Northwest Airlines      NWACQ    (7,718)      13,498      659
NPS Pharm Inc.          NPSP       (182)         237      150
Obagi Medical           OMPI        (51)          50       12
ON Semiconductor        ONNN         (1)       1,417      316
Qwest Communication     Q        (2,576)      21,114   (1,569)
Radnet Inc.             RDNT        (74)         127       (1)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (540)       1,410      164
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (142)         442       16
Sealy Corp.             ZZ         (188)         933       89
Sepracor Inc.           SEPR        (33)       1,352      424
St. John Knits Inc.     SJKI        (52)         213       80
Sun-Times Media         SVN        (322)         905     (383)
Town Sports Inte.       CLUB        (25)         417      (55)
Vertrue Inc.            VTRU         (9)         441      (75)
Weight Watchers         WTW        (103)         935      (72)
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (480)       3,641      902

                             *********

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, Cecil R. Villacampa, 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 ***