TCR_Public/980925.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
   Friday, September 25, 1998, Vol. 2, No. 188


AHERF: Judge to Proceed With Auction
ATLAS CORP: Files Petition Under Chapter 11
AUGUSTA GOLD: Receives Court Approval For Plan
BN1 TELECOMMUNICATIONS: Committee Asks For Trustee
BROTHERS GOURMET: Committee Seeks to Employ Counsel

BRUNO'S: Seeks Extension of Time to Assume or Reject Leases
BRUNO'S: Seeks To Enter Agreement with Pharmavite
CAI WIRELESS: Confirmation Ruling Still Pending
CAI WIRELESS: Proposes To Issue $212 Million of Notes

CROWN BOOKS: Posts Worst Quarterly Loss
CROWN BOOKS: Results of Operations
FPA: Millions to Chiefs Nothing for Patients and Doctors
GLOBALSTAR: Revises Launch Strategy
GOLDEN SYSTEMS: Files Quarterly Report with SEC

INTEGRAL PERIPHERALS: Objections to Counsel and Accountants
KENETECH WINDPOWER: Panel Files Liquidating Plan
LONG JOHN SILVER'S: Posts $1.7M Net Loss For July
NOXSO: Converts to Chapter 7
PINNACLE BRANDS: Creditors Panel Seeks Dismissal Of Case

SHOPPING.COM: Files Quarterly Report With SEC
SILAS CREEK: Settlement Gets Okay, Plan To Follow
SNAKE EYES: Stockholders To Get Nothing

DLS CAPITAL PARTNERS: Bond Pricing for Week of 9/21/98


AHERF: Judge to Proceed With Auction
Despite protests by the Coalition for Patients Not Profits,
Bankruptcy Judge Bruce M. McCullough will proceed next
Tuesday with a bankruptcy auction of eight Philadelphia
area Allegheny Health, Education and Research Foundation
(AHERF) hospitals, according to Reuters. The protesters had
asked for a delay of the sale to allow more time to
determine why AHERF was so financially strapped. Vanguard
Health Systems and Tenet HealthCare Corp., both for-profit
entities, have announced interest in bidding for the
hospitals. (ABI 23-Sept-98)

ATLAS CORP: Files Petition Under Chapter 11
Atlas Corporation (ATSP) announced that it has
filed with the United States Bankruptcy Court for the
District of Colorado a petition for relief under Chapter 11
of the bankruptcy code.  The Company intends to continue to
operate its business as a debtor-in-possession pursuant to
the Code.  Sender & Wasserman, P.C. represents the
Company in this proceeding.  Subsidiaries of Atlas, Arisur
Inc. and Cornerstone Industrial Minerals Corporation will
continue to operate in the ordinary course of business.

A motion has been filed with the Court for approval of
interim financing in the amount of $750,000 secured by
Atlas' 61% ownership of Cornerstone. Subject to Court
approval, it is anticipated that a cash tender offer will
be made for all of the shares of Cornerstone. Separately,
the Company will file a motion seeking approval of its
intended acceptance of the tender offer for its
entire  interest in Cornerstone, which is expected to yield
(less the interim financing) approximately $2.9 million to
Atlas.  It is anticipated that the financing will be
approved by the first week of October 1998, and the sale of  
Cornerstone will be approved shortly thereafter.

Atlas intends to concentrate on its business plan as set
forth in its 1997 Report to Shareholders.  The key
components of the plan include (1) additional  
development of the Andacaba Mine operated by Arisur Inc., a
wholly owned subsidiary of Atlas which is producing lead,
zinc, and silver in Bolivia, (2) divestiture of
Cornerstone, (3) completion of a third party remediation  
agreement for the closure and final reclamation of the Moab
Utah uranium millsite (4) divestiture of non-core assets,
and (5) continued reduction of administrative costs.
Approval of Atlas' reorganization is expected to result  
from the increased profitability of Arisur Inc. which would
be achieved through the planned additional development and
reduced general and administrative costs.

AUGUSTA GOLD: Receives Court Approval For Plan
Augusta Gold Corporation ("Gold") announces that it has  
received all necessary court and regulatory approvals to
effect a  plan of arrangement under  Section 192 of the
Canada Business Corporations Act as approved by the  
shareholders on June 30, 1998.  Pursuant to the Plan of
Arrangement, the existing assets and mineral properties
held by Gold will be transferred to its wholly-owned
subsidiary, Augusta Corporation.  Each Gold shareholder
shall be entitled to receive one new Class  "A" common
share of Gold for each four Class "A" common shares
presently held plus one Class "A" common share of Augusta  
for each Old Gold Share presently held. The share exchanges
and distributions to be made pursuant to the Plan of
Arrangement, with the exception of the distribution of the
New Gold Shares, will take place after September 30, 1998.

At the close of trading on September 25, 1998, trading in
the Old Gold Shares will be suspended and trading in the
New Gold Shares will not commence until an acquisition has
been finalized and regulatory approval obtained.  

Certificates for the New Gold Shares will not be
distributed until such shares are reinstated for trading,
unless specifically requested by a shareholder.   
Shareholders will be mailed new certificates when the New
Gold Shares are reinstated for trading. There are presently
20,271,969 Old Gold Shares issued and outstanding and, as
at the Effective Date, there will be 5,067,992 New Gold
Shares issued and outstanding.  

Pending the reinstatement of trading, Gold will have a new
symbol, AG.A and a new CUSIP number 050909 20 9.  Gold,
along with the Calgary based ARC Financial Group, are
currently pursuing an acquisition in the oil and gas
industry.  As soon as an acquisition is negotiated, Gold
will change its name, issue new securities and commence
trading on the Vancouver Stock Exchange, subject to
shareholder and regulatory approval.

Subject to completion of the Plan of Arrangement, Gold is
proceeding with a  private placement of 534,844 special
warrants at  $1.70 per special warrant for total  proceeds
of $909,234.80.  Each Special Warrant, upon exercise,
entitles the holder to receive one unit comprised of  nine
Class "A"  voting common shares and one Class "B" non-
voting common share of Gold.  The placees are ARC Equity
Management Ltd., on behalf of ARC Canadian Energy Venture
Fund (as to 234,088 Special Warrants), ARC Capital Ltd. (as  
to 234,089 Special Warrants) and Augusta Corporation (as to
66,667 Special Warrants).  Upon completion of the private
placement and the assumption that all Special Warrants are
exercised, Gold will have 9,881,588 Class "A" Shares and
534,844 Class B Shares issued and outstanding.

ARC Capital Ltd. is a wholly owned subsidiary of ARC
Financial Corporation. ARC financial is an investment
management and merchant banking company focused on the
energy sector in Canada.

BN1 TELECOMMUNICATIONS: Committee Asks For Trustee
The Official Unsecured Creditors Committee of BN1
Telecommunications, Inc. believes that the debtors'
financial condition is precarious.  The Committee believes
that the reasons the financial condition of the debtor is
precarious is due to the mismanagement of the debtor both
prior to the filing of the case and during the pendency of
the case as evidenced by the continuing losses and the
current financial condition of the debtor.

The Committee is of the opinion that the appointment of a
Trustee is in the interest of creditors as well as the
estate. The Committee states, "Expenses are up and revenues
are down to the point where losses cannot be sustained."

The Committee is of the opinion that an immediate
appointment of a Trustee is necessary as there are
conflicts of interest and self-dealings which are now
evident.  The self-dealing and conflicts relate to the role
of Daniel Brower as a principal of FirstCom, LLC, a
potential purchaser of the assets of BN1 while Mr. Brower
is Chairman of the Board of BN1 as well as the conflict of
Thomas Liber, President of BN1, who previously acknowledged
and admitted that he will continue in the capacity as a
principal officer of FirstCom.

At a time when a proposed offer for the purchase of the
debtor's assets has been made by FirstCom, the Committee
feels that the debtor and its officers cannot or will not
fully and completely cooperate regarding all things
necessary to obtain sufficient interest in the acquisition
of debtor's assets by other potential bidders.

BROTHERS GOURMET: Committee Seeks to Employ Counsel
The Official Unsecured Creditors' Committee of Brothers
Gourmet Coffees, Inc., filed simultaneous applications for
entry of orders authorizing the employment and retention of
White & Case LLP and The Bayard Firm as co-counsel to the

The two firms will not overlap their responsibilities, and
they will assist and advise the Committee with respect to
bankruptcy law issues that arise in the cases.

They will assist in the investigation of the acts and
conduct of the debtor, preparation of legal papers; they
will appear in court and perform all other legal services
to protect the interests of the Committee.

White & Case charges between $525 for partners per hour and
$60 for paralegals.  The Bayard Firm charges between $330
per hour for an attorney and $90 per hour for a paralegal.

BRUNO'S: Seeks Extension of Time to Assume or Reject Leases
PWS Holding corporation, Bruno's, Inc., et al., debtors,
seek to extend the time within which they may assume or
reject unexpired leases of nonresidential real property.  A
hearing will be held on October 28, 1998 with respect to
the motion.

The debtors state that they have made substantial progress
in reviewing and analyzing all of their supermarkets,
unexpired leases and owned properties, as well as the
geographic markets in which they operate.  The debtors have
already assumed or rejected 35% of the 211 original leases
to which they were a party as of the Commencement Date.

Due to the size and complexity of the chain and the
debtors' business operations, the debtors' believe that
this extension is warranted.  The debtors are negotiating
with the Creditors' Committee as to the provisions of a
plan of reorganization.  The debtors will present their
business plan to the Creditors' Committee on or about
October 9, 1998.  The debtors request an extension of time
to assume or reject the unexpired leases to and including
January 15, 1999, the date on which the debtors' exclusive
period to file a plan also terminates.

BRUNO'S: Seeks To Enter Agreement with Pharmavite
PWS Holding Corporation, Bruno's Inc., et al., debtors,
seek court approval to assume an agreement with Pharmavite
Corporation providing for the expanded placement and
promotion of Nature's Made (trademark) dietary supplements
and Nature's Resource (trademark) herbs in the debtors'
stores.  The agreement remains in effect until the debtors
have purchased $5.5 million worth of Pharmavite Products.  
To date the debtors have purchased $1 million worth of
Pharmavite Products under the agreement.  The debtors have
determined that the agreement will be beneficial to the
debtors' future operations and reorganization.

CAI WIRELESS: Confirmation Ruling Still Pending
A ruling on confirmation of CAI Wireless's prepackaged
reorganization plan is still pending.  A ruling may come as
early as this week.  At a hearing on the matter, CAI and a
group of shareholders opposed to the joint plan presented
evidence related to plan feasibility and, to a lesser
degree, valuation.  As widely reported, the plan proposes
to give noteholders, including Merrill Lynch Global
Allocation Fund Inc., 100% of the new common stock and
offers no recovery for existing shareholders.  CAI hopes
the restructuring will improve its chances of attracting a
strategic partner, most likely a telecommunications firm,
to enter into business combination or provide financing.
(Federal Filings Inc. 23-Sept-98)

CAI WIRELESS: Proposes To Issue $212 Million of Notes
CAI Wireless Systems, Inc., together with  its  wholly-
owned subsidiary,  Philadelphia  Choice  Television,  Inc.,  
a  Delaware  corporation, proposes to issue, as part of the
Joint Reorganization Plan of CAI Wireless Systems, Inc. and
Philadelphia Choice Television, Inc., dated June 30, 1998,
as modified on September 9, 1998, pursuant to section
1121(a) of the Bankruptcy Code, up to $212,908,624 of its
13% Senior Notes due 2004.  The Senior Notes will be  
issued to  discharge, in part,  claims  of  certain  
existing  creditors  in  the bankruptcy proceedings.

The Senior Notes are proposed to be issued in reliance upon
the exemption from registration under the Securities Act of
1933, as amended set forth in section 1145(a)(1) of the
Bankruptcy Code.  

The Company believes that the issuance of the Senior Notes
under the indenture to be entered into by the Company and
State Street Bank and Trust Company, as Trustee to holders
of prepetition senior notes under the Plan will satisfy all
three conditions of section 1145 of the Bankruptcy Code
because (a) the issuances are expressly contemplated  under
the Plan as part of the  reorganization;  (b)  the
recipients are holders of "claims"  against  the Debtor;
and (c) the recipients would  obtain  the Senior Notes in
exchange for their claims.

Enron Capital & Trade Resources Corp. (ECT), a subsidiary
of Enron Corp. (NYSE: ENE), announced today its withdrawal
from the bankruptcy proceeding of Cajun Electric Power
Cooperative, Inc.

"Enron's goal has always been to provide Cajun's creditors
with the greatest value while at the same time keeping
rates for the member cooperatives as low  as possible,"
said Kenneth D. Rice, chairman and CEO of ECT-North
America.   "However, we cannot justify continuing to
dedicate resources to what has become an extremely lengthy
and expensive process."

CROWN BOOKS: Posts Worst Quarterly Loss
Troubles continue for Crown Books Corp. as the bankrupt
bookseller posted a worst-ever quarterly loss of $32.7
million and the company removed its stock from the Nasdaq
stock exchange.

The Landover-based Crown said the loss for the 13 weeks
ended Aug. 1, a 682 percent increase from the comparable
period in fiscal 1998, largely emanated from $24.3 million
in reorganization costs. Crown filed for Chapter 11  
bankruptcy protection in July and closed 79 of its 174
stores in August, including 14 in the Washington area.

Sales during the quarter fell 18 percent to $55.1 million,
and sales at stores open at least a year, considered the
best retail measure, fell 17.8 percent.

Company officials said this may be the darkest time for
Crown. A pair of lenders stepped forward in July to lend
the company $40 million. Despite the losses, Crown says it
has enough liquidity to stay in business at least another
year. The company plans to finish an interim reorganization
plan next month, with a full plan due early next year.

"What you're seeing is a tremendous amount of
reorganization costs connected with closing the stores,"
said Steve Pate, Crown's vice president of operations.

The company's stock, which closed yesterday at 44 cents,
now trades on the over-the-counter exchange. Crown's
current market capitalization of about $2.3 million is less
than 5 percent of the $48.3 million level Crown held a year  

De-listing is "a normal step for companies in bankruptcy,"
Mr. Pate said.
Crown Books' net losses per share increased during its
second quarter of fiscal 1999 from a year earlier.

   2nd = -$4.18

   3rd = -$25.64

   4th = -$16.18

   1st 1999 = -$5.94

   2nd = -$6.19

Source: Bloomberg News  (Washington Times -09/23/98)

CROWN BOOKS: Results of Operations
Crown Books Corp filed a quarterly report with the SEC for
the period ended August 1, 1998.

Sales of $121,074,000 for the 26 weeks ended August 1, 1998
decreased by $12,487,000 or 9.3% compared to the 26 weeks
ended August 2, 1997 and sales of $55,074,000 for the 13
weeks ended August 1, 1998 decreased by $11,944,000 or
17.8% compared to the 13 weeks ended August 2, 1997.  
Comparable sales (sales for stores open for 13 months)
decreased 9.4% and 17.8% during the 26 and 13 weeks ended
August 1, 1998, respectively, as compared to the same
periods last year.  The decreases were primarily due to
interruptions in the flow of merchandise inventory
primarily as a result of the Company's liquidity problems.

The Company had net losses of $38.7 million and $32.7
million in the 26 and 13 weeks ended August 1, 1998
compared to net losses of $6.8 million and $4.2 in
the 26 and 13 weeks ended August 2, 1997 as a result
primarily of the reorganization costs and to the declines
in comparable store sales and gross margins.

FPA: Millions to Chiefs Nothing for Patients and Doctors
A Business Wire report on September 23, 1998 reports that
hundreds of doctors in California, Nevada and Arizona want
to know why their patients have been hung out to dry and
their bills left unpaid by FPA Medical Management Inc., a  
nationwide physician-management company that declared
bankruptcy this summer but not before agreeing to dole out
$6.5 million to the firm's two top executives who have

The Union of American Physicians and Dentists has also
called on the federal trustee handling the bankruptcy to
seize the severance amounts paid to Seth Flam, FPA chief
executive officer, and Dr. Howard Hassman, FPA executive
vice president, and use them to pay the doctors.

The payments to Flam and Hassman "appear nothing more than
a giveaway of the company's assets," the UAPD said in a
Sept. 16 letter to federal bankruptcy trustee Maria
Giannirakis in Philadelphia, Penn.

Many physicians also perceive "that FPA management was
trying to enrich itself at the expense of its physicians,"
said Dr. Robert Weinmann, UAPD president and a San Jose

Under the FPA severance agreement, Hassman was to be paid
$2.025 million if he resigned while Flam would have been
provided with approximately $4.55 million under similar
conditions. The union said it estimates that Hassman was
paid more than $250,000 under the accord but did not know
how much Flam had been given.

The union questioned how both executives could have been
paid any amount, given the "disastrous" conditions that FPA
developed while under their supervision.

FPA, headquartered in San Diego, Calif., operated a network
of 7,900 physicians who treated an estimated 1.4 million
patients in 29 states under contracts with health
maintenance organizations.

GLOBALSTAR: Revises Launch Strategy
Globalstar Telecommunication Limited reports to the SEC
that as a result of the launch failure on September 9, 1998
of a Zenit 2 rocket carrying 12 Globalstar, L.P.
satellites, Globalstar has revised its launch strategy.
Globalstar successfully launched eight satellites
earlier this year and plans to launch an additional 24
satellites by May 1999 which will permit it to commence
commercial service with a 32-satellite constellation in the
third quarter of 1999. Globalstar expects to complete its
48-satellite constellation, with an additional four in-
orbit spares, by December 1999. In order to meet this
launch schedule, Globalstar has available to it, and
will select launches from among, eight Soyuz launches of
four satellites each, six Delta 2 launches of four
satellites each, and two Zenit launches.

As a result of the Zenit launch failure and the resulting
delay in commencement of commercial service until the third
quarter of 1999, Globalstar's budgeted expenditures for the
design, construction and deployment of the baseline
Globalstar System increased approximately $240 million,
reflecting approximately $140 million, after receipt of
insurance proceeds, for additional launch costs, and
approximately $100 million for additional working capital,
cash interest on borrowings and operating expenses
anticipated through commencement of commercial service. In
addition, Globalstar's budget for the baseline system now
includes approximately $180 million for the cost of eight
satellites previously identified as ground spares but not
previously included in the baseline system. Accordingly,
total budget expenditures for the Globalstar
baseline system have increased to approximately $3.26
billion from approximately $2.84 billion. Actual amounts
may vary from these estimates and additional funds
would be required in the event of unforeseen delays, cost
overruns, additional launch failures, technological risks
or adverse regulatory developments, or to meet
unanticipated expenses.

As of September 22, 1998, Globalstar had raised or received
commitments for approximately $2.9 billion. Globalstar
believes that its current capital, vendor financing
commitments and the availability of the Globalstar credit
agreement ($250 million available at June 30, 1998) are
sufficient to fund its requirements for the system into the
first quarter of 1999. Globalstar estimates that it will
require a total of approximately $565 million in additional
financing before commencement of commercial service in the
third quarter of 1999.

Globalstar intends to raise the remaining funds required
from a combination of sources which may include equity
issuance, debt issuance (which may include an equity
component), financial support from the Globalstar partners,
projected service provider payments, projected net service
revenues from initial operations and anticipated payments
from the sale of gateways and Globalstar subscriber
terminals. Although Globalstar believes it will be able to
obtain these additional funds, there can be no assurance
that such funds will be available on favorable terms or on
a timely basis, if at all.

If there are unforeseen delays, if technical or regulatory
developments result in a need to modify the design of all
or a portion of the Globalstar System, if service provider
agreements for additional territories are not entered into
at the times or on the terms anticipated by Globalstar or
if other additional costs are incurred, the risk of which
is substantial, additional capital will be required. A
substantial shortfall in meeting Globalstar's capital needs
would adversely affect completion of the Globalstar System
or delay full deployment of all Globalstar satellites. The
ability of Globalstar to achieve positive cash flow will
depend upon the successful marketing of its services by
service providers and the ability of the Globalstar System
to successfully compete against other satellite-based
telecommunications systems, as to which there can be no

GOLDEN SYSTEMS: Files Quarterly Report with SEC
Golden Systems Inc. filed a quarterly report with the SEC
for the period ended December 31, 1997. The company
suffered a considerable decline in cash flow during
the three fiscal years ended March 31, 1997 and during the
nine months ended December 31, 1997.  At December 31, 1997,
the Company had negative working capital of $15,974,000
and a retained deficit of $34,824,000.  Subsequent to
December 31, 1997, the Company continues to experience
negative cash flow as a result of continuing losses and
working capital required to ramp-up production in India.  
While current action is being taken to develop a viable
operating plan to increase sales and renegotiate the terms
of certain short-term obligations with certain
Indian banks, there can be no assurance that any of these
actions will be successfully completed.

Sales for the three months ended December 31, 1997 were
$1,937,000 compared to $1,188,000 for the same quarter in
the prior year.  This increase in sales of 63% is due
principally to the receipt of orders from two new customers
for power supplies and adapters.

Gross profit on third quarter sales was $224,000 compared
to a gross profit of $637,000 for the third quarter in
fiscal year 1997. Net loss for the third quarter ended
December 31, 1997 was $1,158,000 compared to a net loss of
$829,000 for the same period in the prior year.                      

For the nine months ended December 31, 1997, net sales were
$3,078,000 compared to $2,262,000, representing an increase
of 36%. The company experienced a gross loss of $319,000
for the first nine months of fiscal 1998 compared with a
gross profit of $82,000 for the same period in fiscal 1997.

INTEGRAL PERIPHERALS: Objections to Counsel and Accountants
Information Technology Holdings, L.P., ("ITH") a Delaware
limited partnership, is the holder of $10 million of the
debtor's notes and the largest single claimant in this
case.  ITH objects to the applications of the Creditors'
Committee to employ special counsel and accountants in this
case.  ITH states that its negotiations with the debtor and
the Committee have reached an impasse.  If the parties can
not resolve their differences, IT states that the case will
be converted to a Chapter 7 in the near future.

KENETECH WINDPOWER: Panel Files Liquidating Plan
Kenetech Windpower Inc. ("KWI") and its official committee
of unsecured creditors filed a liquidating reorganization
plan that is based on separate settlements reached with
windplant creditors and the parent company.  While more
than $1 billion in claims were filed against KWI as of
Sept. 1, KWI reconciled, settled, or objected to 1,450
proofs of claim and, pursuant to the objections, the court
has disallowed or withdrawn about $360 million in claims.  
However, even after excluding the redundant claims, the
windpower partnerships filed at least 66 proofs of claim
against KWI totaling at least $530 million for alleged
breach of contract, product liability, and
misrepresentation. (Federal Filings Inc. 23-Sept-98)

LONG JOHN SILVER'S: Posts $1.7M Net Loss For July
Long John Silver's Inc. posted a net loss of nearly $1.7
million on revenues of $49.7 million for the month ended
Aug. 5. The fast-food seafood chain had operating income of
more than $2.5 million for July. Reorganization expenses
totaled approximately $1.9 million. The company also
reported a revised net loss for June of about $6.9 million,
after taking a number of non-cash charges. (The Daily
Bankruptcy Review and ABI Copyright c September 24, 1998)

NOXSO: Converts to Chapter 7
NOXSO Corp. announced it will file a petition in the
bankruptcy court for the Eastern District of Tennessee to
convert its chapter 11 case to a chapter 7 liquidation,
according to a newswire report. The company's first amended
reorganization plan was approved by the court on Aug. 27,
but the company cannot raise the $15-18 million in
additional equity financing needed to complete the plan.
The company no longer has the resources to continue
operations. (ABI 23-Sept-98)

PINNACLE BRANDS: Creditors Panel Seeks Dismissal Of Case
Claiming that Pinnacle's secured lenders "have manipulated
this case since its inception to provide a short-cut to
liquidation of the Debtors' assets for their sole benefit,"
the unsecured creditors' committee is seeking dismissal of
the Chapter 11 case.  As evidence of the lenders'
disingenuous motives, the panel pointed to the sports
trading card manufacturer's $13 million debtor-in-
possession credit agreement with the banks and said that in
Pinnacle's present "wind-down" condition, there is no need
for DIP funds.  The committee argued that Pinnacle has no
reasonable likelihood of rehabilitation. (Federal Filings
Inc. 23-Sept-98)

SHOPPING.COM: Files Quarterly Report With SEC
--------------------------------------------- filed a quarterly report with the SEC for the
period ended July 31, 1998.

Since inception, the Company has incurred significant
losses, and as of July 31, 1998 had an accumulated deficit
of approximately $18.5 million. The Company believes that
its success will depend in large part on its ability to
(i) obtain wide-spread name recognition, (ii) provide its
customers with an outstanding value and a superior shopping
experience, (iii) achieve sufficient sales volume to
realize economies of scale, and (iv) successfully
coordinate the fulfillment of customer orders without the
need to maintain expensive real estate warehousing
facilities and personnel. Accordingly, the Company intends
to invest heavily in marketing and promotion, site
development and technology and operating infrastructure
development. The Company also intends to offer attractive
pricing programs, which will result in low gross margins.  

The Company incurred a net loss of $5,552,029 and had
negative cash flows from operations during the year ended
January 31, 1998. For the quarter ended July 31, 1998 the
Company had net losses totaling $8,048,220, negative cash
flows from operations of $6,899,394 and an accumulated
deficit of $18,477,533.  Management raised capital during
1997 through private placement offerings of equity and debt
securities and completed an initial public offering in the
latter part on 1997, which provided funding for operations,
marketing and development activities. Management has
subsequently raised additional capital during 1998 through
offerings of equity and debt securities in private
placements providing thereby funding to continue present
operations, marketing and development activities.

For the six months ended July 31, 1998, the Company
generated net sales of $1,951,617. The sole source of funds
for the Company from the date of inception through July 31,
1998, other than the sale of equity and debt securities,
has been from sales of products.

The Company's gross profit deficit was approximately a
negative 2.3% for the three months ended July 31, 1998. The
Company experienced a negative gross margin due, in part,
from the unavailability of certain products. These products
were obtained through other channels of distribution and
from alternate suppliers at higher prices. In addition, the
Company encountered additional price competition from other
E-commerce retailers in several product categories.
Finally, the decline in the Company's gross margin was due
primarily to an overall increase in the percentage of sales
for those products and categories which had highly
promotional pricing. The failure to generate sales with
sufficient margins to cover its operating expenses will
result in losses and could have a material adverse effect
on the Company's business, prospects, financial condition
and results of operations.

SILAS CREEK: Settlement Gets Okay, Plan To Follow
The court approved Silas Creek Retail L.P.'s settlement
with the parties that bought its assets, avoiding
conversion of the company's case to Chapter 7. Silas Creek,
a former fabric and crafts retailer, intends to file a
liquidating plan of reorganization within the next week.
Under the settlement, the buyers will pay Silas Creek $2.63
million, 10% more than earlier estimates, subject to post-
closing costs. ABC Fabrics Inc. acquired Silas Creek's
assets for $39 million last November, before assigning
certain rights to Hancock Fabrics Inc. for about $22.5
million.  (The Daily Bankruptcy Review and ABI Copyright c
September 24, 1998)

SNAKE EYES: Stockholders To Get Nothing
It looks like common stockholders won't get anything out of
the planned bankruptcy court auction of Snake Eyes Golf
Clubs Inc.

The Ponte Vedra Beach-based golf club maker filed a
prepackaged Chapter 11 bankruptcy petition two weeks ago
with a plan to auction off the company and use the proceeds
to pay off creditors. But as is usually the
case in a bankruptcy filing, common stockholders stand last
in line in the list of creditors.

Before getting to common stockholders, Snake Eyes would
have to pay off about $100,000 in secured debt, $3 million
in unsecured debt and $14.8 million in preferred stock.
Anything left over after that would go to common  
stockholders under Snake Eyes' liquidation plan, but it's
unlikely that the proceeds will be nearly that high.

"It's very remote that the sale of the company will
generate enough to pay the creditors in full and $14
million in preferred stock. So common stockholders look
like they're out of luck," said Gardner Davis, a
Jacksonville attorney representing Snake Eyes.

Snake Eyes has about 700 common stockholders. The stock,
which traded as high as 11 1/2 shortly after going public
in 1995, has been trading for only pennies a share
recently.(Florida Times Union - 09/21/98)

DLS CAPITAL PARTNERS: Bond Pricing for Week of 9/21/98
Following are indicated prices for selected issues:

Acme Metals 10 7/8 '07               36 - 39
Amer Pad & Paper 13 '05              52 - 54
Amer Telecasting 0/14 1/2 '04        24 - 27
APS Holdings 11 7/8 '06               4 - 6 (f)
Asia Pulp & Paper 11 3/4 '05         63 - 65
Brazos 10 1/2 '07                    35 - 40
Brunos 10 1/2 '05                     4 - 8 (f)
CAI Wireless 12 1/4 '02              26 - 28 (f)
Cityscape 12 3/4 '04                 18 - 21 (f)
E & S Holdings 10 3/8 '06            58 - 60
Globalstar 11 1/4 '04                66 - 68
Harrah's Jazz 14 1/4 '01             20 - 22 (f)
Hechinger 9.45 '12                   71 - 73
Hills 12 1/2 '03                     41 - 42
Levitz 9 5/8 '03                     58 - 61 (f)
Liggett 11 1/2 '99                   68 - 71
Mobilemedia 9 3/8 '07                17 - 19 (f)
Penn Traffic 9 5/8 '05               16 - 17
Royal Oak 12 3/4 '06                 42 - 47
Service Merchandise 9 '04            60 - 61
Zenith 6 1/4 '11                     27 - 28 (f)


The Meetings, Conferences and Seminars column appears in
the TCR each Tuesday.  Submissions via e-mail to are encouraged.  

Bond pricing, appearing each Friday, is supplied by DLS
Capital Partners, Dallas, Texas.

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.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  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

Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.  The TCR
subscription rate is $575 for six 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 301/951-6400.  

           * * *  End of Transmission  * * *