TCR_Public/110519.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 19, 2011, Vol. 15, No. 137

                            Headlines

1665-67 N. MILWAUKEE: Case Summary & 3 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Posts $3.6-Mil. Net Loss in March 31 Quarter
4KIDS ENTERTAINMENT: Wants Stay Enforced Over Japanese Partners
ABAS LLC: Case Summary & 8 Largest Unsecured Creditors
A.D. BROWN: Case Summary & 6 Largest Unsecured Creditors

AES CORP: Moody's Assigns 'Ba1' Rating to Sr. Secured Term Loan
AGY HOLDING: Incurs $7.07-Mil. Net Loss in First Quarter
AMERICAN DIAGNOSTIC: Cash Collateral Use Extended Until Aug. 1
AMKOR TECHNOLOGY: Moody's Rates New Sr. Notes Ba3; Outlook Stable
AMKOR TECHNOLOGY: S&P Rates $400MM Sr. Unsecured Notes at 'BB'

AMR CORP: B. Goren to Speak at Global Transportation Conference
AMR CORP: S&P Affirms 'B-' CCR; Outlook Revised to Negative
ANCHOR BLUE: Jeoffrey L. Burtch Appointed as Interim Trustee
ANTIOCH CO: Bankruptcy Court Dismisses Preference Complaint
APPLETON PAPERS: Incurs $5.19-Mil. Net Loss in April 3 Quarter

ASPECT SOFTWARE: S&P Affirms 'B' CCR; Outlook Revised to Positive
AVISTAR COMMUNICATIONS: Incurs $2.4-Mil. Net Loss in First Quarter
AXESSTEL, INC: Incurs $538,753 Net Loss in First Quarter
BANK OF GRANITE: Incurs $1.79-Mil. Net Loss in First Quarter
BANKATLANTIC BANCORP: Files Form 10-Q, Posts $22.9-Mil. Q1 Loss

BERKLINE/BENCHCRAFT: Hilco Completes Sale of $3-Mil. of Inventory
BERNARD L MADOFF: Wine Collection Nets $41T in Auction
BIOFUEL ENERGY: Incurs $9.05 Million Net Loss in 1st Quarter
BIOJECT MEDICAL: Incurs $182,000 Net Loss in First Quarter
BLUEGREEN CORP: Reports $3.69-Mil. First Quarter Net Profit

BPP TEXAS: Files Plan, Mulls Hotel Sales in 4 Years
BRISAM COVINA: Can Use Natixis' Cash Collateral Until July 31
CAESARS ENTERTAINMENT: Files Form 10-Q, Posts $144.80MM Net Loss
CAPITOL BANCORP: Incurs $2.77-Mil. First Quarter Net Loss
CAPMARK FINANCIAL: Seeks OK of Sale of Debt Fund Stake to Normandy

CHAPARRAL RESOURCES: Court Rules on Hensley Avoidance Suit
CHARLESTON ASSOCIATES: Can Continue Using Rents Until June 30
CHRYSLER LLC: To Sell $3.5BB Bonds, Seek $2.5BB in Bank Loans
CIRCLE ENTERTAINMENT: Incurs $1.76-Mil. First Quarter Net Loss
CLEARWIRE CORP: Sprint Nextel Discloses 68.4% Equity Stake

CMB III: Plan Confirmation Hearing Today
CNA OF ELIZ: Voluntary Chapter 11 Case Summary
CNOSSEN DAIRY: Hearing on Case Dismissal Plea Scheduled for Today
CONVERSION SERVICES: Incurs $711,000 Net Loss in First Quarter
DESERT CAPITAL: Posts $1.97 Million Net Loss in 1st Quarter

DILLARD LAND: Taps the Law Firm of Paul Reece as Bankr. Counsel
EDIETS.COM INC: Incurs $383,000 Net Loss in March 31 Quarter
EH HOLDING: S&P Affirms 'B+' Rating on Senior Secured Notes
ENEA SQUARE: Taps Kornfield Nyberg to Handle Reorganization Case
FAIRVUE CLUB: Wants to Distribute Assets and Dismiss Ch. 11 Case

FIRST DATA: Files Form 10-Q, Posts $184.5-Mil. 1st Qtr. Net Loss
FLINT ENERGY: Moody's Rates Notes 'B2'; Assigns 'B1' Corporate
FLINT ENERGY: S&P Assigns 'BB-' Long-Term Corp. Credit Rating
FORSYTH LLC: Case Summary & 3 Largest Unsecured Creditors
FPSDA I: Lease Decision Period Runs Until Plan Confirmation

FRANKLIN CREDIT: Reports $14.3-Mil. Net Income in First Quarter
GAINEY CORP: Asset Purchaser Absolved of Debtor's Tort Liability
GARNET BIOTHERAPEUTICS: Chapter 11 Plan Hearing Delayed
GLC LIMITED: Seeks to Retain Leon E. Ebbert as Accountant
GLOBAL SEVEN: Case Summary & 5 Largest Unsecured Creditors

GOLDEN CHAIN: Taps Karl T. Anderson as Certified Public Accountant
GOLDEN CHAIN: Wants Stephen T. Cummings to Handle Patent Disputes
GRIFFINBROOK, LTD.: Case Summary & 10 Largest Unsecured Creditors
HAMPTON ROADS: Regains Compliance with NASDAQ's Listing Rule
HAYMARKET TRANS: Ex-Employee's Claim Allowed as Gen. Unsecured

HOSPITAL DAMAS: Banco Popular Loan Maturity Date Moved to June 30
HOSPITAL DAMAS: Taps FPV&G to Assist in Medicare Cost Report
ICONIX BRAND: Moody's Revises Outlook to Positive From Stable
IMPERIAL INDUSTRIES: Incurs $319,000 Net Loss in First Quarter
INDIANAPOLIS DOWNS: Lays Off 30 Employees to Cut Costs

INTEGRA TELECOM: Moody's Assigns Caa2 to New Debt; Downgrades CFR
INTEGRA TELECOM: S&P Raises CCR to 'B' on Stabilizing Results
INTERNATIONAL TEXTILE: Incurs $11.9-Mil. Net Loss in March 31 Qtr.
INTERSTATE BAKERIES: Bread License Was An Executory Contract
INTERTAPE POLYMER: To Hold Annual Meeting on June 3

JAMES F NORTON: Pretzel Boys Owner Files Chapter 7 Petition
JAVO BEVERAGE: Files Form 15, Securities Registration Termination
JAVO BEVERAGE: Files POS AM to Deregister Unsold Common Shares
KENTUCKY ENERGY: Gwenco's Bankruptcy Case Converted to Chap. 7
KMC REAL ESTATE: Lender Wants Reorganization Case Dismissed
KURRANT MOBILE: Peter George Resigns from Board of Directors

KURRANT MOBILE: Authorized Common Shares Hiked to 1 Billion
KURRANT MOBILE: Inks Share Purchase Pact with Robert Brouillette
LA JOLLA: Has 6.36 Million Common Shares Issued and Outstanding
LEAP WIRELESS: Moody's Gives New Debt 'B3' Rating
LEAP WIRELESS: S&P Lowers Rating on Unsecured Debt to 'CCC+'

LEHIGH COAL: DEP Transfers Surface Mining Permit to BET Associates
LEHMAN BROTHERS: Hearing on Pulsar Re Lawsuit Today
LENOX 126: Chapter 11 Filing Stops Delshah Foreclosure
LIFECARE HOLDINGS: Incurs $3.6-Mil. Net Loss in First Quarter
LOCKWOOD AUTO: Bankruptcy Court Says Trustee Can't Prove Fraud

MADISON HOTEL: Case Summary & 6 Largest Unsecured Creditors
MAJESTIC CAPITAL: Files New List of 20 Largest Unsecured Creditors
MANTECH INT'L: Moody's Lowers Liquidity Rating to SGL-2
MEDSCI DIAGNOSTICS: Has Okay to Hire MRW as Forensic Accountant
MERCATOR PROPERTIES: Case Summary & 7 Largest Unsecured Creditors

MERIT GROUP: Seeks Bankruptcy Protection in South Carolina
MERIT GROUP: Case Summary & 30 Largest Unsecured Creditors
METROPARK USA: Liquidators to Complete GOB Sales by June 30
METROPARK USA: To Incur $2.26MM on GOB Sales, Bankruptcy
MOBILITIE INVESTMENTS: S&P Assigns Prelim. 'BB-' Corp. Rating

MOBILITIE INVESTMENTS: S&P Assigns Prelim. 'BB-' Corp. Rating
MOMENTIVE PERFORMANCE: Incurs $3 Million Net Loss in April 3 Qtr.
MOMENTIVE SPECIALTY: Reports $63-Mil. Net Income in March 31 Qtr.
MONTEBELLO, CA: Hires Larry Kosmont as Real Estate Consultant
MUNICIPAL MORTGAGE: Incurs $16.5-Mil. First Quarter Net Loss

MXENERGY HOLDINGS: To be Acquired by Constellation Energy
NCO GROUP: Incurs $43.3 Million Net Loss in First Quarter
NEFF RENTAL: S&P Assigns 'B' Corporate Credit Rating
NETWORK CN: Posts $821,900 Net Loss in First Quarter
NEWPAGE CORP: Incurs $88 Million Net Loss in First Quarter

NEXSTAR BROADCASTING: Incurs $6.3-Mil. Net Loss in March 31 Qtr.
NO FEAR: Appoints George Blaco as Chief Restructuring Officer
OJ GENERAL: Case Summary & 18 Largest Unsecured Creditors
OMNICITY CORP: Board Accepts Resignations of G. Dunn & P. Brock
OPTIMUMBANK HOLDINGS: Incurs $1.15-Mil. First Quarter Net Loss

OSI RESTAURANT: Reports $50.1-Mil. First Quarter Net Loss
OVERLAND STORAGE: Incurs $3.36-Mil. Net Loss in Fiscal Q3
PARK CENTRAL: Court Approves Greenberg Traurig as Counsel
PARK CENTRAL: Employs Matthew L. Johnson as Special Counsel
PATRIOT NATIONAL: Incurs $8.98 Million Net Loss in First Quarter

PENZANCE CASCADES: Completes Biz Wind-up; Ch. 11 Case Dismissed
PERRINVILLE PROPERTIES: Case Summary & Creditors List
PETROHAWK ENERGY: Moody's Rates Senior Notes 'B3'
PETROHAWK ENERGY: S&P Assigns 'B+' Rating to Sr. Unsecured Notes
PETROHUNTER ENERGY: Incurs $1.28MM Net Loss in March 31 Qtr.

PHD TECHNOLOGIES: Case Summary & 7 Largest Unsecured Creditors
PHILADELPHIA ORCHESTRA: Affiliate Taps Archer & Freiner as Counsel
PHILADELPHIA ORCHESTRA: To Pay $329,000 Debt to Critical Vendors
PHILADELPHIA ORCHESTRA: Unit Taps EisnerAmper as Financial Advisor
PHILADELPHIA ORCHESTRA: Taps Alvarez & Marsal as Financial Advisor

PHILADELPHIA ORCHESTRA: Taps Curley Hessinger as Special Counsel
PHYSICAL PROPERTY: Incurs HK$152,000 Net Loss in First Quarter
PLACID OIL: Published Bar Date Notice Barred Unknown Claimant
POINT BLANK: Equity Committee Taps Bifferato as Delaware Counsel
POLI-GOLD: Court OKs Keller Williams as Listing Broker

QUEPASA CORP: Incurs $1.48 Million Net Loss in First Quarter
RADIO ONE: Incurs $64-Million Net Loss in First Quarter
RB1 HOLDINGS: Case Summary & 15 Largest Unsecured Creditors
REGAL PLAZA: Court OKs Charles E. Jack as Real Estate Appraisers
RESPONSE BIOMEDICAL: Posts C$1.38MM Net Loss in March 31 Quarter

RITE AID: Jonathan Sokoloff Resigns from Board of Directors
RIVER ISLAND: Can Employ Sandler & Sandler as Counsel
RIVER ISLAND: Taps Coldwell Banker as Real Estate Broker
RIVER ISLAND: Trustee Makes No Committee Appointment
ROMEO MONTESSORI: Insurance Available for Parents' Claims

ROOSEVELT MEMORIAL: Case Summary & 20 Largest Unsecured Creditors
SEALY CORP: H Partners Discloses 9.3% Equity Stake
SB PARTNERS: Delays Filing of Form 10-K and Form 10-Q
SCHUPBACH INVESTMENTS: Case Summary & Creditors List
SEVERN BANCORP: Reports $447,000 Net Income in March 31 Quarter

SHEARER'S FOODS: Moody's Lowers Corporate Family Rating to 'B2'
SML REALTY: Case Summary & 3 Largest Unsecured Creditors
SOUTH EDGE: Short-Term Loan and Cash Access Extended Until May 27
SPECIALTY TRUST: Odyssey Capital to Tabulate Plan Votes
SPECIALTY TRUST: Bid to Hire Board Counsel Challenged

STAR ACQUISITIONS: Case Summary & 20 Largest Unsecured Creditors
STELLAR MEDIA: Voluntary Chapter 11 Case Summary
STONE SURFACES: Banks Extend Cash Collateral Use Until June 14
TALON INTERNATIONAL: Incurs $400,928 Net Loss in March 31 Qtr.
TASTY BAKING: Agrees to Settle Consolidated Suit Pending in Pa.

TEGESTE KETAW: Case Dismissed After Failing to Get Counselling
TELIPHONE CORP: Delays Filing of Quarterly Report on Form 10-Q
TENET HEALTHCARE: Amends Section 382 Rights Agreement with TBNYM
TERRA NOVA: Files Chapter 7 Petition
TERRESTAR NETWORKS: Seeks Sept. 20 Extension of Exclusivity

THIRD TORO FAMILY: Bankr. Filing Stops Delshah Foreclosure
TIB FINANCIAL: Reports $1.06 Million Net Income in March 31 Qtr.
TOWERCO LLC: Case Summary & 10 Largest Unsecured Creditors
TREY RESOURCES: Enters Into Series A Pref. Stock Purchase Pact
TRINQUILITY CORP.: Case Summary & 4 Largest Unsecured Creditors

TSG INC: Ch. 11 Plan Confirmed April 19, Takes Effect May 1
ULIANO CONSTRUCTION: Files Chapter 7 Petition
VERENIUM CORP: Reports $3.81-Mil. Net Income in First Quarter
VIKING SYSTEMS: Files Form 10-Q, Posts $446,255 Net Loss
VISIONS GOLF: Walden Golf Club to Continue Operations

WARNER MUSIC: Unit Soliciting Consents to Amend 2009 Indenture
WAVE SYSTEMS: Incurs $2.25 Million Net Loss in First Quarter
WESTRIM INC: Westrim Crafts in Chapter 11 Following Losses
WHITE FARMS: Labor Dep't Suit Referred to Bankruptcy Court
WIEN AMERICA: Case Summary & 8 Largest Unsecured Creditors

* Investors Eye U.S. Bank Deals Rinsed in Chapter 11

* Chadbourne & Parke Adds Two More to Special Investigations
* Garden City Group Promotes Ferrante to Asst. VP for Bankr. Ops.

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1665-67 N. MILWAUKEE: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 1665-67 N. Milwaukee Avenue, Inc.
        1336 N. Western Avenue, Suite 100
        Chicago, IL 60622

Bankruptcy Case No.: 11-20838

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Patience R. Clark, Esq.
                  LAW OFFICE OF PATIENCE R. CLARK P.C.
                  30 N. LaSalle Street, Suite 3400
                  Chicago, IL 60602
                  Tel: (312) 332-0133
                  Fax: (312) 332-0144
                  E-mail: prc@clarklawchicago.com

Estimated Assets: $100,001 to $500,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-20838.pdf

The petition was signed by Robert Farnik, president.


4KIDS ENTERTAINMENT: Posts $3.6-Mil. Net Loss in March 31 Quarter
-----------------------------------------------------------------
4Kids Entertainment, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $3.60 million on $3.86 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $4.48 million on $4.40 million of revenues for the
same period last year.

The Company's balance sheet at March 31, 2011, showed
$23.03 million in total assets, $16.37 million in total
liabilities, and stockholders' equity of $6.66 million.

On April 6, 2011, the Company and all of its domestic wholly-owned
subsidiaries filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York, Case No. 11-11607.

As reported in the TCR on April 8, 2011, the Chapter 11 cases were
filed to protect 4Kids' most valuable asset -- its rights under an
exclusive license relating to the popular Yu-Gi-Oh! ("YGO") series
of animated television programs -- from efforts by the licensor, a
consortium of Japanese companies, to wrongfully terminate the
license and force 4Kids out of business.

The bankruptcy filing stays the lawsuit that Asatsu-DK Inc.
("ADK") filed on March 25, 2011, against 4Kids in the United
States District Court for the Southern District of New York, TV
Tokyo Corp. v. 4Kids Entertainment, Inc., No. 11 CV 2069 (Holwell,
J.).  The lawsuit alleges breaches of the Yu-Gi-Oh! Agreement and
seeks more than $4,700,000 in damages.

A complete text of the Form 10-Q is available for free at:

                       http://is.gd/isApiA

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is a
diversified entertainment and media company specializing in the
youth oriented market, with operations in the following business
segments: (i) licensing, (ii) advertising and media broadcast, and
(iii) television and film production/distribution.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Michael B. Solow, Esq., at Kaye Scholer LLP,
serves as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims and notice agent.  The
Debtors disclosed $23,372,877 in total assets and $16,526,747 in
total debts as of the Chapter 11 filing.


4KIDS ENTERTAINMENT: Wants Stay Enforced Over Japanese Partners
---------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that 4Kids Entertainment Inc., is asking a bankruptcy
judge to enforce the automatic stay to prevent Asatsu-DK Inc. from
exercising control over TV, home video, merchandising and other
rights for the new television series, Yu-Gi-Oh! `Zexal'.

DBR relates ADK is opposing the move and is also asking a judge to
slow the timeframe for the brewing battle over the licensing deal.
ADK said it terminated the licensing deal in March.

4Kids and Japanese companies TV Tokyo Corporation and Nihon Ad
Systems Inc. -- which are often referred to as ADK -- were
partners of sorts, with the latter pair licensing the Yu-Gi-Oh!
property for use by 4Kids under a 2008 agreement.  The Japanese
companies, however, launched a lawsuit this year against 4Kids,
seeking $4.7 million in damages and claiming that 4Kids had held
on to a bigger share of Yu-Gi-Oh! home-video revenues than it was
entitled.  The dispute prompted 4Kids' bankruptcy.

DBR reports the Court on Monday moved a hearing on the automatic
stay request to May 31 from an original date of May 25, upon ADK's
request.

"This is not the Wild West; there are important issues involved in
the stay enforcement motion that the licensors need to raise and
that this court should carefully consider," TV Tokyo and Nihon Ad
said in papers filed Sunday, according to DBR.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is a
diversified entertainment and media company specializing in the
youth oriented market, with operations in the following business
segments: (i) licensing, (ii) advertising and media broadcast, and
(iii) television and film production/distribution.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Michael B. Solow, Esq., at Kaye Scholer LLP,
serves as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims and notice agent.  The
Debtors disclosed $23,372,877 in total assets and $16,526,747 in
total debts as of the Chapter 11 filing.

The U.S. Trustee has been unable to appoint creditors to serve on
an Official Committee of Unsecured Creditors in the case.


ABAS LLC: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Abas, LLC
        3035 W Olympic Blvd.
        Los Angeles, CA 90006

Bankruptcy Case No.: 11-31122

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Dirk Anderson-Burley, Esq.
                  ANDERSON LAW FIRM
                  3701 Wilshire Blvd., Suite 1050
                  Los Angeles, CA 90010
                  Tel: (213) 383-5400

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-31122.pdf

The petition was signed by Hae Duk Kim, owner, controlling
shareholder.


A.D. BROWN: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: A.D. Brown Acquisition, LLC
        1136 Washington Avenue, Unit 303
        St. Louis, MO 63102
        Tel: (310) 477-5100

Bankruptcy Case No.: 11-45155

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Debtor's Counsel: Michael A. Becker, Esq.
                  WALTRIP & SCHMIDT
                  8151 Clayton Road, Suite 200
                  Clayton, MO 63117
                  Tel: (314) 721-9200
                  Fax: (314) 880-7755
                  E-mail: mab@mabeckerlaw.com

Scheduled Assets: $500,000

Scheduled Debts: $927,847

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/moeb11-45155.pdf

The petition was signed by Jeff N. Crossland, member.


AES CORP: Moody's Assigns 'Ba1' Rating to Sr. Secured Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the AES
Corporation's (AES: B1 Corporate Family Rating) planned $1.05
billion senior secured term loan facility. Concurrent with this
rating assignment, Moody's affirmed the company's Ba1 rating on
its existing secured revolver and term loan, the B1 Corporate
Family Rating (CFR), Probability of Default Rating (PDR), and
senior unsecured debt rating, and the B3 subordinated debt rating.
The rating outlook is positive.

RATINGS RATIONALE

The Ba1 rating assigned to the secured term loan factors in the
security package provided by AES to lenders, primarily a first-
priority lien on, and pledge of capital stock of its subsidiaries.
The planned term loan will be on parity with AES' senior secured
credit facilities rated Ba1. AES' B1 CFR reflects the company's
high leverage and the structural subordination of its recourse
debt at the parent level to the significant amount of non-recourse
debt in its consolidated capital structure at the operating
subsidiary level. Structural constraints are somewhat mitigated by
the diversification provided by AES' large number of subsidiaries,
their wide geographic distribution and balanced fuel mix, and the
significant proportion of the subsidiaries' cash flows that are
subject to stable regulation or long-term contracts. AES' planned
acquisition of DPL, Inc. (DPL: Baa1 senior unsecured, under review
for possible downgrade) further advances this strategy. AES'
ratings consider the capital structure expected to be in place at
the AES level over the next twelve months and factor in the
company's continued strategy of diversified growth around
regulated and contractual investments.

Proceeds from the term loan offering will be used in part to fund
AES' acquisition of DPL, that was announced on April 20, 2011. The
acquisition requires various regulatory approvals and is expected
to be completed by the first quarter of 2012. The consummation of
the acquisition of DPL, however, is not a condition precedent to
the availability of the term loan.

AES' positive rating outlook reflects the proposed acquisition of
DPL which we believe would reduce the company's overall business
risk profile, improve financial performance, increase the degree
of cash flows generated by regulated utility subsidiaries and
offset some of AES' business concentration in South America.
Moody's intends to revisit AES' rating and positive outlook prior
to the closing of the acquisition. Upward rating pressure could
build if AES was able to demonstrate a sustained improvement in
key parent level financial metrics whereby adjusted parent
operating cash flow to parent level debt and parent level interest
coverage achieved levels of approximately 10% and 2.3 times,
respectively.

The ratings for AES' individual securities were determined using
Moody's Loss Given Default (LGD) methodology. Based upon AES' B1
CFR and PDR, the LGD methodology suggests a Ba1 rating for the
company's senior secured bank credit facilities.

Affirmations:

   Issuer: The AES Corporation

   -- Senior Secured Bank Credit Facilities, Affirmed at Ba1

   -- Senior Unsecured Regular Bond/Debenture, Affirmed at B1

   -- Trust Preferred Securities, Affirmed at B3

   -- Corporate Family Rating, Affirmed at B1

   -- Probability of Default Rating, Affirmed at B1

Assignments:

   Issuer: The AES Corporation

   -- $1.05 Billion Senior Secured Term Loan Facility, Assigned
      Ba1, LGD1, 7%

LGD Point Estimate Changes:

   -- Senior Secured Credit Facilities, to LGD1, 7% from LGD1, 4%

The principal methodologies used in this rating were Global
Unregulated Utilities and Power Companies published in August
2009, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

The AES Corporation is a globally diversified power holding
company that owns a portfolio of electricity generation and
distribution businesses in 28 countries. AES' assets are largely
financed on a non-recourse basis and include a combination of
regulated utilities and merchant/contracted generating facilities.
In total, AES has ownership interests in more than 40,000 MWs of
generating capacity across the globe and serves over 11 million
retail customers via its distribution subsidiaries. In addition,
the company has more than 2,000 MWs of generating capacity under
construction.


AGY HOLDING: Incurs $7.07-Mil. Net Loss in First Quarter
--------------------------------------------------------
AGY Holding Corp. reported a net loss of $7.07 million on
$44.93 million of net sales for the three months ended March 31,
2011, compared with a net loss of $5.06 million on $45.57 million
of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$304.81 million in total assets, $285.99 million in total
liabilities, $1.78 million in obligation under put/call for
noncontrolling interest, and $17.03 million in total shareholders'
equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/kNGfTi

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

The Company reported a net loss of $14.57 million on $183.67
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $93.51 million on $153.85 million of net sales
during the prior year.

                           *     *     *

AGY Holding carries a 'CCC+' corporate credit rating from Standard
& Poor's Ratings Services.  In December 2009, S&P lowered the
rating to 'CCC+' from 'B'.  "The downgrade follows S&P's ongoing
concern on operating performance, including S&P's expectation for
very weak credit metrics for 2009, weak liquidity relative to
interest payments and operating requirements in 2010, and
integration concerns related to the large $72 million acquisition
-- with a $20 million cash component -- of AGY Hong Kong Ltd.,"
said Standard & Poor's credit analyst Paul Kurias.


AMERICAN DIAGNOSTIC: Cash Collateral Use Extended Until Aug. 1
--------------------------------------------------------------
Bankruptcy Judge Carol A. Doyle issued a final order authorizing
American Diagnostic Medicine Inc.'s use of cash collateral
retroactive to the Jan. 28, 2011 petition date, to fund their
reorganization.  Pursuant to the Final Order, the Debtor has until
Aug. 1, 2011, to use the cash collateral.

As of the Petition Date, the Debtor owed Cole Taylor Bank $829,485
in secured loans.  It also owed Cardinal Health 414 LLC $3,362,393
under a junior secured loan.

The Final Order outlines adequate protection provisions for the
Debtor's use of Cash Collateral as well as events that will cause
termination of the Debtor's use.

A copy of the Final Cash Collateral Order is available at no
charge at http://bankrupt.com/misc/ADMFinalCashUseOrder.pdf

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11,298,157 in
total assets and $11,116,962 in total debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has hired K&L Gates LLP as its counsel.


AMKOR TECHNOLOGY: Moody's Rates New Sr. Notes Ba3; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Amkor
Technology Inc.'s proposed $400 million 10-year senior unsecured
notes offering. The rating outlook is stable.

RATINGS RATIONALE

"Although the proposed refinancing does not result in substantial
interest cost savings, it improves Amkor's maturity profile," says
Moody's Vice President, Gregory Fraser. Upon closing of the
refinancing, Amkor's near-term debt maturities will consist of $56
million due this year, which we expect will be repaid with cash
raised through the new notes. The next scheduled debt maturities
will be $97 million (in 2012), $136 million (2013), $282 million
(2014), and then $345 million (2018). By the end of 2011, we
expect Amkor's total adjusted debt to EBITDA will remain near the
2.0x level, compared to 2.1x pro forma for this transaction as of
March 31, 2011.

According to Fraser, "Amkor's Ba3 Corporate Family Rating reflects
its solid business prospects as a result of its broad portfolio of
advanced packaging solutions and good balance of higher margin
products and services leading to our expectation of sustained free
cash flow generation." He also notes that Amkor's debt burden has
gradually declined over the past several years while operating
performance is expected to continue to improve. Capital intensity
of the packaging, assembly and test markets is high and there is
risk associated with dependence on the volatile semiconductor
industry. Nonetheless, the Ba3 rating recognizes that Amkor
continues to be better positioned than many of its peers to
capitalize on intermediate to long-term customer demand, as well
as endure the cyclical nature of the outsourced assembly and test
(OSAT) business.

Amkor's liquidity remains very good, evidenced by its SGL-1
rating, which is supported by $393 million of unrestricted cash
balances as of March 31, 2011 plus full access to a $100 million
secured ABL revolving credit facility. We expect free cash flow in
2011 to be consistent with the $97 million generated in 2010 given
that we anticipate capital expenditures to be about $450 million
this year.

The stable rating outlook takes into account our expectation for
some near-term pressure on revenues and profitability due to
higher gold prices and residual supply chain disruptions caused by
the Japan earthquake. We expect Amkor to maintain its number two
OSAT market position by focusing on profitable growth areas where
it has technological leadership, aligning its R&D/product roadmap
with client needs and closely managing cost and capital
investments to generate steadily increasing free cash flow.

Ratings could be upgraded with revenue growth that outpaces the
market, along with operating margin improvement to a higher
sustainable range of 13% to 16%. Such an improvement would imply
retention of technological leadership, a favorable shift in
product mix, increased market share and/or lower cost structure. A
sustainably higher amount of EBITDA resulting in financial
leverage of less than 2.0x total adjusted debt to EBITDA across a
business cycle would also be an important element for any rating
improvement.

Ratings could be lowered with sustained revenue contraction/market
share erosion as a result of loss of technological leadership, or
reduced profitability or higher debt levels. To the extent
utilization levels dropped materially, resulting in an inability
to internally fund capital expenditures, and caused breakeven or
negative free cash flow for a period of time, ratings could also
be downgraded.

Net proceeds are expected to be used to retire the $264 million
9.25% senior notes due 2016 via a tender offer and to enhance
Amkor's cash balance. Moody's will withdraw the rating on the 2016
notes upon their full retirement.

Assignments:

   -- $400 Million Senior Notes due 2021 -- Ba3 (LGD-4, 52%)

LGD Assessment Revisions:

   -- $345 Million 7.375% Senior Notes due May 2018 -- Ba3, LGD
      assessment revised to (LGD-4, 52%) from (LGD-3, 48%)

Current Ratings:

   -- Corporate Family Rating -- Ba3

   -- Probability of Default Rating -- Ba3

   -- Speculative Grade Liquidity Rating - SGL-1

This rating will be withdrawn upon redemption of the notes:

   -- $264 Million (originally $400 Million) 9.25% Senior Notes
      due June 2016 -- Ba3 (LGD-3, 48%)

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

The principal methodologies used in this rating were Global
Semiconductor Industries published in November 2009, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009. Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

With headquarters in Chandler, Arizona, Amkor is one of the
largest providers of contract semiconductor assembly and test
services for integrated semiconductor device manufacturers (IDM)
as well as fabless semiconductor companies.


AMKOR TECHNOLOGY: S&P Rates $400MM Sr. Unsecured Notes at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured rating and its '3' recovery rating to Amkor Technology
Inc.'s $400 million in new notes due 2021. The recovery rating
indicates expectations for meaningful (50%-70%) recovery prospects
in the event of a payment default. The company intends to use the
proceeds to fund a tender offer of $264.3 million of notes due
2016 and the retirement of convertible notes due May 2011.

"The approximately $100 million of incremental new debt will not
affect our 'BB' corporate credit rating and stable outlook on
Amkor. We calculate that pro forma for the slightly higher debt
levels, fully adjusted debt to EBITDA is 2x, and remains within
our expectation that leverage will be consistent with our
intermediate financial profile over most cycles," S&P stated.

Ratings List

Amkor Technology Inc.
Corporate Credit Rating   BB/Stable/--

New Rating

Amkor Technology Inc.
Senior Unsecured
  $400 mil nts due 2021    BB
   Recovery Rating         3


AMR CORP: B. Goren to Speak at Global Transportation Conference
---------------------------------------------------------------
Bella Goren, senior vice president and chief financial officer,
AMR Corporation, will speak at the Bank of America - Merrill Lynch
2011 Global Transportation Conference on Thursday, May 19, 2011,
at approximately 1:35 PM ET.  Ms. Goren's presentation will focus
on AMR's recent financial performance and outlook for the future.

A webcast of Ms. Goren remarks along with accompanying slides will
be made available via the investor relations section of the
American Airlines Web site at www.aa.com/investorrelations.
Additionally, a replay of the speech will remain available for at
least seven days following the event.

                       About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at March 31, 2011, showed
$27.11 billion in total assets, $31.06 billion in total
liabilities and a $3.95 billion stockholders' deficit.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                        *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings from
Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMR CORP: S&P Affirms 'B-' CCR; Outlook Revised to Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on AMR
Corp. and all except selected ratings on unit American Airlines
Inc., but revised S&P's outlook on the corporate credit ratings of
both entities to negative from stable. "We lowered our ratings on
American's 2001-1A1 certificates to 'CCC+' from 'B-', and on
the 2001-1B and 2001-1C certificates to 'CCC' from 'CCC+'," S&P
related.

"The outlook revision reflects the risk that a combination of high
and volatile fuel prices and slowing revenue growth could cause
AMR to report weaker credit measures and reduced liquidity, which
could prompt a downgrade over the next 12 months," said Standard &
Poor's credit analyst Philip Baggaley. "We believe that the most
likely scenario is one in which AMR's results, while weaker than
we expected at the start of 2011, will still be sufficient to
support current ratings."

Standard & Poor's downgrade of three classes of American's 2001-1
pass-through certificates is based on the upcoming May 23, 2011,
maturity of the 2001-1A2 certificates (whose 'B+' rating is
affirmed), which will cause the best aircraft securing 2001-1
certificates (B737-800's and B777-200ER's) to leave the collateral
pool, leaving only fuel-inefficient MD83 aircraft to secure the
remaining A1, B, and C certificates. "We had already drawn a
rating distinction between the A1 (previously rated 'B-') and A2
('B+') certificates, anticipating the change in collateral, but a
review of expected asset protection caused us to conclude that we
should lower our ratings on the A1, B, and C certificates," said
Mr. Baggaley.

"We expect some slippage in AMR's credit measures and liquidity
this year from 2010 levels, with improvement in 2012. However,
should a combination of high fuel prices and/or slowing revenue
growth cause the ratio of funds flow to debt to fall into the low-
single-digit percent area, or unrestricted cash and short-term
investments to fall below $3 billion, in each case on a consistent
basis, we could lower our ratings. We could revise our outlook
back to stable if AMR's funds flow to debt returns to the 5% to
10% range and unrestricted cash and short-term investments remains
above $4 billion," S&P added.


ANCHOR BLUE: Jeoffrey L. Burtch Appointed as Interim Trustee
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
Jeoffrey L. Burtch as interim trustee in the estates of Anchor
Blue Holding Corp., and Anchor Blue, Inc.

As reported in the Troubled Company Reporter on April 5, 2011, the
reorganization of Anchor Blue was converted to a liquidation under
Chapter 7 on March 30.  The liquidation of the primary assets in
Chapter 11 was completed when Perry Ellis International Inc.
bought the trademarks and other intellectual property for
$500,000.  All sale proceeds were turned over to the secured
lenders, leaving the company without "resources required to
administer these cases on a going-forward basis," the company
said when asking the bankruptcy judge to convert the case to a
Chapter 7 liquidation.

Judge Peter J. Walsh also required the Debtor's counsel, in
coordination with the Epiq Bankruptcy Solutions, LLC, to provide
the Court:

   1) An updated list of creditors in .txt format as specified in
      the Clerk's Instructions and Guidelines;

   2) An updated Bankruptcy Rule 2002 notice list in .txt format;

   3) An updated claims register in paper and .pdf format;

   4) All original claims;

   5) A CD of all imaged claims; and

   6) An Excel spreadsheet containing all claims information.

                        About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10110) on Jan. 11, 2011.  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly
$24.7 million (book value) and total combined liabilities of
roughly $38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serve as counsel to the Debtors.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.  The
Official Committee of Unsecured Creditors is represented by Eric
R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York.

The prepetition first lien lender is represented by Julia Frost-
Davies, Esq., at Bingham McCutchen LLP, in Boston, Massachusetts,
and Regina Stango Kelbon, Esq., at Blank Rome LLP, in
Philadelphia, Pennsylvania.  The prepetition second lien lenders
are represented by Thomas E. Patterson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, in Los Angeles, California.  The Debtors'
prepetition subordinated lender is represented by James Stempel,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.


ANTIOCH CO: Bankruptcy Court Dismisses Preference Complaint
-----------------------------------------------------------
WestLaw reports that an adversary complaint failed to state claims
to avoid alleged preferential transfers.  The complaint simply
recited the elements of a claim and listed the total amount sought
from each defendant, without specifically listing the amounts or
dates of any of the challenged transfers, and provided no
explanation for or a description of the nature or the purpose of
the payments or transfers.  In re Antioch Co., --- B.R. ----, 2011
WL 1670952 (Bankr. S.D. Ohio).

As reported in the Troubled Company Reporter on Dec. 29, 2010, the
Antioch Company Litigation Trust sued 30 former and present
officials of Antioch Co. and its debtor-affiliates including
Global President and Chief Executive Officer Asha Morgan Moran,
arguing that they placed their own interests ahead of the
interests of the company, its employees and creditors.

Headquartered in Yellow Springs, Ohio, The Antioch Company --
http://www.antiochcompany.com/-- produced and sold books, book
accessories and scrapbooking products.

Antioch Company and subsidiary companies Antioch International,
Inc., Antioch Framers Supply Co., Antioch International-New
Zealand, Inc., Antioch International- Canada, Inc., Creative
Memories Puerto Rico, Inc. and ZeBlooms Inc. filed separate
Chapter 11 petitions (Bankr. S.D. Ohio Case No. 08-35741)
and prepackaged chapter 11 plans on Nov. 13, 2008.  At the
time of the filings, the Debtors disclosed $66 million in
assets and $141 million in liabilities.

Chris L. Dickerson, Esq., Rena M. Samole, Esq., and Timothy R.
Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP; Michael
J. Kaczka, Esq., and Sean D. Malloy, Esq., at McDonald Hopkins
LLC; and Tony M. Alexander, Esq., at Jenks, Pyper & Oxley Co.
L.P.A., represent the Debtors.  W. Timothy Miller, Esq., at
Taft Stettinius & Hollister LLP, represents the Creditors'
Committee.

The Antioch Company emerged from chapter 11 protection under the
terms of a Second Amended Plan of Reorganization confirmed on
Jan. 27, 2009, which created the Antioch Company Litigation Trust.
W. Timothy Miller, Esq., at Taft Stettinius & Hollister LLP,
serves as the Litigation Trustee.


APPLETON PAPERS: Incurs $5.19-Mil. Net Loss in April 3 Quarter
--------------------------------------------------------------
Appleton Papers Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $5.19 million on $218.01 million of net sales for the three
months ended April 3, 2011, compared with a net loss of $7.44
million on $210.01 million of net sales for the same period during
the prior year.

The Company's balance sheet at April 3, 2011, showed $674.53
million in total assets, $816.03 million in total liabilities,
$108.62 million in redeemable common stock, $157.54 million in
accumulated deficit and $92.58 million accumulated and other
comprehensive loss.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/3zEeWc

                       About Appleton Papers

Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight
Development Corp.  Appleton Papers Inc. --
http://www.appletonideas.com/-- headquartered in Appleton,
Wisconsin, produces carbonless, thermal, security and performance
packaging products.  Appleton has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs
approximately 2,200 people and is 100% employee-owned.

Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.


ASPECT SOFTWARE: S&P Affirms 'B' CCR; Outlook Revised to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Chelmsford, Mass.-based Aspect Software Inc. to positive from
stable.

"At the same time, we affirmed our 'B' corporate credit rating on
the company, as well as the 'B+' rating on its first-lien credit
facility and the 'B-' rating on its senior second-lien notes. The
recovery ratings on the debt remain unchanged," S&P stated.

"We expect Aspect's operating performance and adjusted leverage
will continue to improve in 2011," said Standard & Poor's credit
analyst Joseph Spence, "consistent with its moderate competitive
position and typical tracking of the global economy."


AVISTAR COMMUNICATIONS: Incurs $2.4-Mil. Net Loss in First Quarter
------------------------------------------------------------------
Avistar Communications Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $2.42 million on $1.39 million of total
revenue for the three months ended March 31, 2011, compared with
net income of $10.23 million on $14.77 million of total revenue
for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.69 million in total assets, $14.61 million in total
liabilities, and a $9.91 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/aw5UBT

                    About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company reported net income of $4.45 million on $19.65 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $3.98 million on $8.82 million of total revenue during
the prior year.


AXESSTEL, INC: Incurs $538,753 Net Loss in First Quarter
--------------------------------------------------------
Axesstel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $538,753 on $12.63 million of revenue for the three months
ended March 31, 2011, compared with a net loss of $1.41 million on
$15.47 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$10.35 million in total assets, $23.63 million in total
liabilities, all current, and a $13.28 million total stockholders'
deficit.

Clark Hickock, CEO of Axesstel, stated, "While our revenue was
down when compared to the same quarter of last year, we are
gaining traction sequentially as first quarter revenues grew from
$9.7 to $12.6 million, or 31%, over the fourth quarter of 2010.
Gross margin has also been a focus.  Throughout 2010, our gross
margin was reduced as a result of pricing pressures and sales of
aged inventory at lower margins to avoid further obsolescence.
Sequentially, gross margin improved from 13% in the fourth quarter
of 2010 to 20% in the first quarter of 2011, and we expect gross
margins to trend towards the low- to mid-twenties for the
remainder of 2011.  Our net loss narrowed as a result of our
improving gross margin combined with the actions we took last year
to reduce operating expenses.  During the quarter we continued our
new product development efforts, including our wireline
replacement terminal that we will launch this year with a Tier 1
carrier in North America, and our new 3G and 4G gateways that we
are selling in Europe."

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/eqsRsY

                        About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.

The Company reported a net loss of $6.31 million on $45.43 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $10.13 million on $50.82 million of revenue during the
prior year.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditor noted that the Company has historically
incurred substantial losses from operations, and the Company may
not have sufficient working capital or outside financing available
to meet its planned operating activities over the next twelve
months.  Additionally, there is uncertainty as to the impact that
the worldwide economic downturn may have on the Company's
operations.


BANK OF GRANITE: Incurs $1.79-Mil. Net Loss in First Quarter
------------------------------------------------------------
Bank of Granite Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.79 million on $9.70 million of total interest
income for the three months ended March 31, 2011, compared with a
net loss of $9.34 million on $12.29 million of total interest
income for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $841.01
million in total assets, $818.75 million in total liabilities and
$22.26 million in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                       http://is.gd/2r4J7b

                       About Bank of Granite

Granite Falls, N.C.-based Bank of Granite Corporation is a
Delaware corporation that was organized June 1, 1987, as a bank
holding company.  The Company's only businesses are the ownership
and operation of Bank of Granite, a state bank chartered under the
laws of North Carolina on Aug. 2, 1906, and Granite Mortgage,
Inc., a mortgage bank chartered under the laws of North Carolina
on June 24, 1985.  Granite Mortgage discontinued its origination
activities during 2009.

The Company conducts its community banking business operations
from 20 full-service offices located in Burke, Caldwell, Catawba,
Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in
North Carolina.

                      Cease and Desist Order

In 2009, Bank of Granite entered into a Stipulation and Consent to
the issuance of an Order to Cease and Desist by the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks.  Based on the Company's Consent, the FDIC and the
Commissioner jointly issued the Order on Aug. 27, 2009.

The Order requires the Bank to achieve and maintain Tier 1
Leverage Capital Ratio of not less than 8% and a Total Risk-Based
Capital of not less than 12% for the life of the Order.

                       Going Concern Doubt

The Company reported a net loss of $23.66 million on
$44.80 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $25.62 million on
$52.64 million of total interest income during the prior year.

Dixon Hughes PLLC, in Charlotte, North Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company incurred net
losses in 2010 and 2009, primarily from higher provisions for loan
losses.  Bank of Granite Corporation's wholly-owned bank
subsidiary is under a regulatory order that requires, among other
provisions, higher regulatory capital requirements.  The Bank did
not meet the higher capital requirements as of Dec. 31, 2010 and
is not in compliance with the regulatory agreement.  Failure to
comply with the regulatory agreement may result in additional
regulatory enforcement actions.


BANKATLANTIC BANCORP: Files Form 10-Q, Posts $22.9-Mil. Q1 Loss
---------------------------------------------------------------
BankAtlantic Bancorp., Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $22.88 million on $39.50 million of total interest
income for the three months ended March 31, 2011, compared with a
net loss of $20.52 million on $47.78 million of total interest
income for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$4.47 billion in total assets, $4.48 billion in total liabilities
and a $8.73 million total deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/iMd6Qq

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $185.82 million on $223.59
million of total interest income during the prior year.

                          *     *     *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BERKLINE/BENCHCRAFT: Hilco Completes Sale of $3-Mil. of Inventory
-----------------------------------------------------------------
On behalf of the bankruptcy estate of Berkline/BenchCraft
Holdings, LLC, a joint venture comprised of Hilco Merchant
Resources, LLC, Hilco Industrial, LLC, Maynards Industries, Inc.,
Myron Bowling Auctioneers and Linon Home Decor Products, Inc., has
completed the sale of finished goods inventory valued at
approximately $3 million.  Additional sales are pending on other
finished goods and raw material inventory, and work continues to
complete the build-out of work-in-process inventory, for which
several potential buyers have expressed interest.

Beyond inventory, the disposition team is preparing and has
scheduled a three-day auction, June 22-24, to sell the company's
machinery and equipment, furniture and fixtures.

Berkline was founded in 1928 in Springfield, Massachusetts, to
create comfortable, quality furniture, including recliners, sofas
and sectionals.  In 1937, the company expanded and relocated to
Morristown, Tennessee, where it has been headquartered ever since.
The company filed Chapter 11 on May 2, 2011 in the United States
Bankruptcy Court for the District of Delaware.  Prior thereto, the
company had been pursuing a 'going concern' asset sale, but was
unable to find a buyer and secure needed financing on acceptable
terms.

On April 26, 2011, the Debtors conducted an auction for asset
liquidation rights, which lasted more than four hours and involved
six bidders.  Ultimately, 20 bids were received that bested the
stalking horse bidder and the Hilco-Maynards-Bowling-Linon joint
venture prevailed with the highest and best bid.  Marketing
activities began almost immediately thereafter.

"Although our marketing and sales initiatives began only a few
weeks ago, we are extremely pleased with results to date," said
the disposition team's spokesperson, Anton Caracciolo, Executive
Vice President and Principal with Hilco Merchant Resources.

                  About Berkline/Benchcraft

Berkline/BenchCraft Holdings LLC, along with five subsidiaries,
filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-11369)
so the couch maker that specializes in home theaters can
liquidate.

Berkline/Benchcraft is a unit of turnaround specialist Sun Capital
Partners Inc.  Until their decision to liquidate, the Debtors,
with their "Berkline" and "Benchcraft" brands, held a number five
market share and had a growing presence in home theater seating
including reclining sofas, love seats, and sectionals.

In February, Berkline hired FTI Consulting Inc. to help it
restructure and find a buyer.  When Berkline was unable to sell
itself, the Company decided to liquidate and file for bankruptcy.

Berkline has a $140 million, second-lien loan that is mostly owed
to its parent, SCSF Furniture LLC, which isn't in bankruptcy.  A
total of $15 million is owed on a first lien term loan and
revolver from lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent.  The Debtors also owe $12.5 million under
unsecured subordinated notes.

Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors in the Chapter
11 case.  Attorneys at Morgan, Lewis & Bockius LLP serve as co-
counsel.  FTI Consulting is the advisor.  Epiq Bankruptcy
Solutions is the claims and notice agent.


BERNARD L MADOFF: Wine Collection Nets $41T in Auction
------------------------------------------------------
Sumathi Reddy, writing for The Wall Street Journal's Metropolis
section, reports that Bernard Madoff's wine and alcohol collection
netted $41,530 in an auction conducted Wednesday by Morrell &
Company, a wine retailer in New York City.

"The proceeds from this auction are going towards compensating
Madoff's victims, so we couldn't be happier with the results,"
said Kimberly Janis, auction director for Morrell, in an e-mailed
statement, according to the Journal.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping $50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 18, 2011, a total of $6.85 billion in claims by
investors has been allowed, with $791.1 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BIOFUEL ENERGY: Incurs $9.05 Million Net Loss in 1st Quarter
------------------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $9.05 million on $158.00 million of net sales for the three
months ended March 31, 2011, compared with a net loss of $10.42
million on $100.88 million of net sales for the same period a year
ago.

The Company's balance sheet at March 31, 2011, showed $320.82
million in total assets, $220.71 million in total liabilities and
$100.11 million in total equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/Wna3tG

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $25.22 million on $453.41
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $19.70 million on $415.51 million of net sales
during the prior year.

                      Going Concern Doubt;
                       Bankruptcy Warning

Grant Thornton LLP, in Denver, did not issue a going concern
qualification after auditing the Company's financial statements
for the year ended Dec. 31, 2010.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.

In the Form 10-K for the year ended Dec. 31, 2010, the Company
noted that its ability to make payments on and refinance its $230
million senior debt facility -- of which $189.4 million was
outstanding as of Dec. 31, 2010 -- depends on its ability to
generate cash from operations.  The Company noted that during its
first two full years' of operations, it has been unable to
consistently generate positive cash flow.  In addition, it
continues to have, severely limited liquidity, with $7.4 million
of cash on hand as of Dec. 31, 2010.

"If we do not have sufficient cash flow to service our debt, we
would need to refinance all or part of our existing debt, sell
assets, borrow more money or raise additional capital, any or all
of which we may not be able to do on commercially reasonable terms
or at all.  If we are unable to do so, we may be required to
curtail operations or cease operating altogether, and could be
forced to seek relief from creditors through a filing under the
U.S. Bankruptcy Code.  Because the debt under our Senior Debt
Facility subjects substantially all of our assets to liens, there
may be no assets left for stockholders in the event of a
liquidation.  In the event of a foreclosure on all or
substantially all of our assets, we may not be able to continue to
operate as a going concern."


BIOJECT MEDICAL: Incurs $182,000 Net Loss in First Quarter
----------------------------------------------------------
Bioject Medical Technologies Inc. reported a net loss allocable to
common shareholders of $182,000 on $1.74 million of revenue for
the three months ended March 31, 2011, compared with a net loss
allocable to common shareholders of $568,000 on $1.18 million of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.95 million in total assets, $3.68 million in total liabilities
and $271,000 in shareholders' equity.

"We are pleased to report that for first quarter 2011, revenue was
$1.7 million, representing a 47% increase over the first quarter
of 2010," commented Ralph Makar, Bioject's President and CEO.
"Along with the positive results for the first quarter of 2011,
Bioject's cash position also improved from $180,000 at year-end
2010 to $452,000 at the end of the first quarter of 2011.  Much of
the improvement was driven by additional sales to Merial and the
enhanced supply-chain management agreement impacting 2011.  We are
also encouraged by the additional one-time orders from Merck
Serono, which we expect to begin shipping in the second quarter,"
said Mr. Makar.  "Now we need to focus on delivery of products to
current customers, continuing to improve our cash position and
pursuing additional sales opportunities," commented Ralph Makar.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/sEEZkb

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

The Company reported a net loss of $1.47 million on $5.57 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.08 million on $6.69 million of revenue during the prior
year.

As reported by the TCR on April 5, 2011, Moss Adams LLP, in
Portland, Oregon, noted that the Company has suffered recurring
losses, has had significant recurring negative cash flows from
operations, and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.


BLUEGREEN CORP: Reports $3.69-Mil. First Quarter Net Profit
-----------------------------------------------------------
Bluegreen Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $3.69 million on $40.91 million of sales of real estate for the
three months ended March 31, 2011, compared with a net loss of
$6.31 million on $25.25 million of sales of real estate for the
same period a year ago.

The Company's balance sheet at March 31, 2011, showed $1.21
billion in total assets, $892.12 million in total liabilities and
$320.03 million in total shareholders' equity.

John M. Maloney Jr., President and Chief Executive Officer of
Bluegreen, commented, "We are pleased to begin 2011 on such a
positive note, with improved earnings, continued growth in cash
flow from operating and investing activities, and continued growth
of our fee-based services business model.  VOI system-wide sales
increased in Q1 2011 compared to Q1 2010, although we will attempt
to continue to align sales levels with our desired marketing
efficiencies and receivables financing capacity.  We remain
committed to the long-term growth and success of our business,
while delivering what we believe is a vacation experience that
ranks among the best in the industry."

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/s3X3AI

                        About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

The Company reported a net loss of $35.87 million on $365.67
million of revenue for the year ended Dec. 31, 2010, compared with
net income of $3.90 million on $367.36 million of revenue during
the prior year.


BPP TEXAS: Files Plan, Mulls Hotel Sales in 4 Years
---------------------------------------------------
Randall Reese of Restructuring Concepts LLC reports that BPP
Texas, LLC and its debtor-affiliates filed on May 15 a proposed
Chapter 11 plan.  The plan contemplates that the Debtors will
continue to own the properties initially, but will commence an
organized, orderly sale process with the goal of completing the
sale of all 22 hotels over a four year period.  The Debtors expect
to generate $70 million in net sale proceeds and generate revenues
from the hotels remaining in their portfolio pending the sale.

Mr. Reese relates that according to the Disclosure Statement, the
proceeds of the Debtors' operations and asset sales will be
sufficient to pay all outstanding claims (except for, potentially,
some subordinated claims) against them by the conclusion of the
sale process.  In addition, under the plan, the Debtors would pay
administrative claims, priority claims, cure claims and 50% of
general unsecured claims upon the plan becoming effective.  Those
payments would be made using $3 million of cash on hand and an
additional $1 million in funding from an insider of the Debtors
and their guarantors (Fine Capital Associates, L.P. and FFC
Partnership, L.P.).

                        About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  BPP Texas estimated its assets at $1 million to
$10 million and debts at $50 million to $100 million.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


BRISAM COVINA: Can Use Natixis' Cash Collateral Until July 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District, in a ninth
interim order, authorized Brisam Covina LLC, to use the cash
collateral, including proceeds from the Debtor's accounts
receivable, until July 31, 2011.

A continued hearing on the Debtor's request to further access the
cash collateral will be held on July 25, at 1:30 p.m.

The Debtor will use the cash collateral to fund its business
operations postpetition.  A full-text copy of the budget is
available for free at:

     http://bankrupt.com/misc/BRISAMCOVINA_cashcoll_budget.pdf

As reported in the Troubled Company Reporter on Feb. 14, Ixis Real
Estate Capital, Inc., subsequently known as Natixis Real Estate
Capital Inc., asserts, among other things, a valid and perfected
first priority lien against all of the Debtor's assets, including
its cash and accounts receivable.  The Debtor had borrowed from
Natixis $16.4 million for the purchase and renovation of a hotel
and certain other property.

The Debtor will provide the lender these reports:

  (i) a bi-weekly written report, commencing on Sept. 13, 2010,
      and on every other Monday thereafter during the interim
      period, itemizing any disbursements through the Friday
      prior, by category authorized herein and pursuant to the
      budget including a reconciliation of actual to planned
      payments;

(ii) a bi-weekly written report, commencing on Sept. 13,
      2010, and on every other Monday thereafter during the
      interim period, setting forth collection and disbursement
      activity in all of the Debtor's Bank Accounts, including a
      reconciliation of actual to forecasted cash flow through the
      Friday prior; and

(iii) all reports which Debtor is obligated to deliver to Lender
      pursuant to the Loan Agreement, as and when required
      thereunder.

The Debtor will make its request for operating expense funding
substantially in the form and manner as that made to the lender
prior to Aug. 17, 2010, provided, however, that the requests and
transfers will be made on a bi-weekly basis in amounts consistent
with the budget unless otherwise agreed by the Lender.

                     About Brisam Covina LLC

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, filed for Chapter 11 protection (Bankr. E.D.N.Y.
Case No. 10-76441) on Aug. 17, 2010.  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, represent the Debtor.  The Debtor disclosed
$18.4 million in assets and $19.6 million in liabilities as of the
Chapter 11 filing.


CAESARS ENTERTAINMENT: Files Form 10-Q, Posts $144.80MM Net Loss
----------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $144.80 million on $2.17 billion of net
revenues for the quarter ended March 31, 2011, compared with a net
loss of $193.60 million on $2.18 billion of net revenues for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $28.40
billion in total assets, $26.84 billion in total liabilities and
$1.56 billion in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/0KQn5l

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CAPITOL BANCORP: Incurs $2.77-Mil. First Quarter Net Loss
---------------------------------------------------------
Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.77 million on $35.33 million of total interest income for
the three months ended March 31, 2011, compared with a net loss of
$61.94 million on $42.56 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $3.19
billion in total assets, $3.23 billion in total liabilities and a
$38.98 million total deficit.

Capitol's Chairman and CEO Joseph D. Reid said, "Ardent focus on
risk management and enhancing balance-sheet strength, while
improving liquidity, continues to be at the forefront of our
efforts in dealing with the Corporation's challenges in multiple
markets.  These improvements have resulted from several regional
consolidations and more than a dozen bank divestitures over the
past few years.  The current challenges remain significant and the
burdens represented by elevated levels of nonperforming assets,
although modestly declining in recent quarters, continue to
consume capital and managerial resources; however, we are
encouraged that these efforts and others will support the
Corporation as it continues to weather the storm and return to
fundamental performance over time."

A full-text copy of the Form 10-Q is available for free at:

                       http://is.gd/DfBlaB

                  About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

The Company reported a net loss of $254.36 million on $163.69
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $264.54 million on $197.78 million of
total interest income during the prior year.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.


CAPMARK FINANCIAL: Seeks OK of Sale of Debt Fund Stake to Normandy
------------------------------------------------------------------
Capmark Financial Group Inc. was scheduled to appear before the
Bankruptcy Court May 18 to seek approval of the sale of its stake
in a $1 billion real-estate debt fund.

Marie Beaudette and Patrick Fitzgerald, writing for Dow Jones'
Daily Bankruptcy Review, report that an affiliate of private
equity firm Normandy Real Estate Partners won an April 29 auction
for the company's stake in the Capmark Structured Real Estate
Partners debt fund with a $12.7 million offer, beating out a
$7.6 million stalking-horse bid from William Lindsay's real estate
investment firm PCCP LLC.

According to DBR, PCCP is entitled to a breakup fee of 3% of the
purchase price for serving as the lead bidder at the auction.

The real-estate fund was started in 2006 and invested in U.S.
debt-related real estate assets, among them the troubled Xanadu
retail development in New Jersey.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.

In April 2011, Greenline Ventures LLC completed the acquisition of
the New Markets Tax Credit division of Capmark Financial Group
Inc.  Since inception of the NMTC program, Capmark's NMTC division
has closed over $1.1 billion of NMTC investment funds and financed
over $2.5 billion of projects and businesses in low income
communities nationwide.


CHAPARRAL RESOURCES: Court Rules on Hensley Avoidance Suit
----------------------------------------------------------
Bankruptcy Judge Leif M. Clark ruled Ronnie Pace and Chaparral
Resources Inc. were insolvent at the time of the transfer of a
condo property (or were rendered insolvent by the transfer) to
Nelson Hensley and Consolidated Fund Management, LLC.

On July 21, 2009, Randolph Osherow, the chapter 7 trustee, filed
an adversary proceeding against Mr. Hensley and CFM to recover the
property transferred by Chaparral to CFM.  Mr. Hensley is the
owner of CFM and wholly controls that company's operations.  The
Plaintiff seeks to avoid the transfer of the condo to CFM and
recover the condo, or, in the alternative, its value, for the
benefit of Pace's bankruptcy estate.  The Plaintiff has alleged
facts in support of both an actually fraudulent transfer under the
Texas Uniform Fraudulent Transfer Act and a constructively
fraudulent transfer under the TUFTA and section 548(a)(2) of the
Bankruptcy Code.  The Plaintiff also seeks damages for breach of
fiduciary duty, alleging that Hensley violated Rule 1.08 of the
Texas Disciplinary Rules of Professional Conduct for attorneys by
entering into this transaction with Pace in the first place.
Finally, the Plaintiff seeks attorneys' fees and exemplary
damages. The Defendants deny that the transfer is avoidable or
that Hensley is personally liable to the Plaintiff as a result of
the transfer. They maintain that the buyer, CFM, paid fair and
adequate consideration and reasonably equivalent value for the
condo in good faith. They also contend that they have provided
proof of payment and that Pace and Chaparral consented to the
transfer at issue in writing. Furthermore, assert the Defendants,
CFM made improvements to the unit and payments thereon, including
taxes, assessments and maintenance fees. The Defendants state that
if the transfer is avoided, CFM should recover all monies paid for
the condo and expended on taxes, maintenance, assessments and
improvements as well as attorneys' fees.

The case is Randolph N. Osherow, v. Nelson Hensley & Consolidated
Fund Management, L.L.C., Adv. Proc. No. 09-05080 (Bankr. W.D.
Tex.).  A copy of the Court's May 16, 2011 Memorandum Decision is
available at http://is.gd/jUpsuGfrom Leagle.com.

             About Ronnie Pace and Chaparral Resources

Ronnie Pace filed for chapter 7 bankruptcy (Bankr. W.D. Tex. Case
No. 07-52081) on Aug. 15, 2007.  His wholly-owned company,
Chaparral Resources, Inc., filed for chapter 11 (Bankr. S.D. Tex.
Case No. 06-36457) on Nov. 20, 2006, listing $4,007,194 in total
assets and $1,876,509 in total debts.  Barbara Mincey Rogers,
Esq., at Rogers, Anderson & Bensey, PLLC, served as counsel to
Chaparral.  The Chaparral case was later dismissed.  Pursuant to a
Default Judgment entered by the Bankruptcy Court on Dec. 13, 2007,
the assets of Chaparral are subject to the administration of the
Chapter 7 trustee for the benefit of creditors in Mr. Pace's
bankruptcy case.


CHARLESTON ASSOCIATES: Can Continue Using Rents Until June 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered, on
May 2, 2011, its order approving the Eight Stipulation entered
into by Charleston Associates, LLC, and C-III Asset Management
LLC, acting solely in its capacity as Special Servicer on behalf
of Secured Lender Bank of America, National Association, allowing
the limited use of Rents and other income generated from the
Shopping Center by the Debtor from May 1, 2011, through June 30,
2011, solely for the purpose of funding ordinary and necessary, as
well as reasonable, costs of operating and maintaining the
Shopping Center, pursuant to the budgets for May and June 2011.

The Debtor acknowledges that as of the Petition Date, it was
indebted to Bank of America in the aggregate of $64,009,890,
including principal, interest, fees, and expenses, default
interest and certain legal fees and expenses.

As adequate protection, the Debtor grants to the Secured Lender
replacement liens in the assets of the Debtor's estate to the same
extent as the Secured Lender's prepetition liens in such assets.

The Debtor will continue to make payments to the Secured Lender in
the amount of $225,000 (each, a "362(d)(3) Payment") on or before
the 15th month of each month for the duration of the Eight
Stipulation.

The Debtor's total cash disbursements at the end of each month
will not, in the aggregate, exceed the projected aggregate
expenses set forth in the budget by more than 10%.

The parties agree to continue the final hearing on the Debtor's
motion to June 1, 2011, at 1:00 p.m.

A copy of the Eight Cash Collateral Stipulation is available for
free at http://bankrupt.com/misc/charleston.8thstipulation.pdf

                  About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Del., represents the Debtor as Delaware counsel. In
its schedules, the Debtor disclosed $92,348,446 in assets and
$65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represents the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Del., represents the Official Committee of Unsecured Creditors as
Delaware counsel.


CHRYSLER LLC: To Sell $3.5BB Bonds, Seek $2.5BB in Bank Loans
-------------------------------------------------------------
Anusha Shrivastava, writing for Dow Jones Newswires, reports that
Chrysler Group LLC increased the bond portion of a $7 billion
refinancing plan Tuesday after investors balked at the largest
loan offer since the financial crisis.

According to Dow Jones, Chrysler said it would sell $3.5 billion
of bonds, up from the original $2.5 billion, and reduce the loan
component to $2.5 billion from $3.5 billion.  The bond, split
between eight- and ten-year maturities, is scheduled to price
Thursday.

Dow Jones further reports that the $2.5 billion loan portion is
"oversubscribed," according to a person familiar with the matter.
The loan will price on Thursday. Price talk is in the range of 475
basis points over one-month London interbank offered rate with a
discount of 1% to par. It is noncallable before one year.

"The relative resizing of the bond and loan issue is very
instructive about the two markets," said Guy LeBas, chief fixed
income strategist at Janney Montgomery Scott in Philadelphia,
according to Dow Jones.  "The corporate bond market remains wide
open for issuance while the loan market is a little more cautious
to lend.  Banks cost of capital and, therefore, a loan's cost have
been on the rise and that's because loan purchasing tends to be
done by investment committees whereas bond buying is more
decentralized."

According to Dow Jones, Bank of America Merrill Lynch, Goldman
Sachs, Citigroup and Morgan Stanley are joint lead managers on the
$3.5 billion bond.

                           About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of Dec. 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  As part of the
deal, Fiat acquired a 20% equity interest in Chrysler Group.

Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.

In April 2010, the Bankruptcy Court confirmed Chrysler's repayment
plan.


CIRCLE ENTERTAINMENT: Incurs $1.76-Mil. First Quarter Net Loss
--------------------------------------------------------------
Circle Entertainment Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.76 million on $0 of revenue for the three months
ended March 31, 2011, compared with a net loss of $10.92 million
on $0 of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$1.97 million in total assets, $4.38 million in total liabilities,
and a $2.41 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/2qaSWU

                     About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 million on $0 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $114.68 million on $0 of revenue during the prior year.  The
net profit generated in the year was primarily on account of a
$390.75 million gain from discharge of net assets due to
bankruptcy plan.  The Company's operating subsidiary sought
Chapter 11 protection last year.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.


CLEARWIRE CORP: Sprint Nextel Discloses 68.4% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that they beneficially own 531,724,348 shares of common
stock of Clearwire Corporation representing 68.4% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/7gT73b

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at March 31, 2011 showed
$10.28 billion in total assets, $5.23 billion in total
liabilities, and $5.05 billion in total stockholders' equity.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company disclosed in its Form 10-Q for the third quarter ended
Sept. 30, 2010, that its expected continued losses from operations
and the uncertainty about its ability to obtain sufficient
additional capital raise substantial doubt about the Company's
ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.

The audit reports of Deloitte & Touche LLP, in Seattle,
Washington, on the Company's financial statements for 2009 and
2010 did not include a going concern qualification.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


CMB III: Plan Confirmation Hearing Today
----------------------------------------
C.M.B. III, L.L.C., will return to the Bankruptcy Court on
Thursday at 10:00 a.m. to seek confirmation of its Plan of
Reorganization filed Feb. 7, 2011.

Bankruptcy Judge George B. Nielsen, Jr., approved a First Amended
Disclosure Statement filed by the Debtor on April 8, 2011.  In his
April 14 Order

Plan votes were due May 12.  Confirmation objections were also due
May 12.

The Court held that if an objection to confirmation is filed, the
Court may utilize the initial hearing to determine the appropriate
discovery procedures, the scheduling of a Rule 16 Conference,
etc., under the Federal Rule of Civil Procedure, as amended.

If no objection to confirmation is filed, the Court may still
request that evidence be presented or that counsel present an
offer of proof in support of confirmation of the Plan of
Reorganization, citing In re Acequia, 787 F.2d 1352 (9th Cir.
1986).

The Troubled Company Reporter published a summary of the Plan in
its Feb. 15, 2011 edition.  The TCR reported the approval of the
Amended Disclosure Statement in its April 20, 2011 edition.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/CMBIII_1stAmendedDS.pdf

                        About C.M.B. III

C.M.B. III, L.L.C., owns a mixed-use commercial and industrial
complex in Phoenix, Arizona.  The Property is comprised of three
separate parcels--7A, 7B, and 7C.  Parcels 7A and 7B each have a
separate building of 334,594 and 352,046 square feet,
respectively.  Both of these buildings are used as office
buildings, and are approximately 20% occupied.  All of the
Company's income is derived from rents generated by parcels 7A and
7B.

C.M.B. III filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-30496) on Sept. 23, 2010.  Richard M. Lorenzen,
Esq., Perkins Coie Brown & Bain P.A., assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Chapter 11 filing.  No
creditors committee was formed in the case.

Maureen Gaughan has been appointed the Chapter 11 trustee with
limited powers to investigate and pursue roughly $1.4 million that
was transferred from the Debtor to its member on the eve of
bankruptcy, as well as other potential related company receivables
that may be owing to the Debtor.  The Chapter 11 Trustee has
retained Ryley Carlock & Applewhite as her counsel.


CNA OF ELIZ: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: CNA of Eliz Inc.
        aka C.N.A. of Elizabeth, Inc.
        79 East Jersey Street
        Elizabeth, NJ 07206

Bankruptcy Case No.: 11-25207

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Barry N. Frank, Esq.
                  ABRAHAM FRANK AND ASSOCIATES PC
                  45 Essex Street
                  Hackensack, NJ 07601
                  Tel: (201) 880-7914
                  Fax: (201) 894-8564
                  E-mail: bnfrank@optonline.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Anita Alvarez, president.


CNOSSEN DAIRY: Hearing on Case Dismissal Plea Scheduled for Today
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing today, May 19, 2011, at 1:30 p.m., to consider
the request to dismiss the chapter 11 case of Cnossen Dairy and
its debtor-affiliates.

As reported in the Troubled Company Reporter on March 24, William
T. Neary, the U.S. Trustee for Region 6, asked the Court to
appoint a Chapter 11 trustee, dismiss the Chapter 11 case, or
convert the Debtors' case to Chapter 7 liquidation.

According to the U.S. Trustee, the Debtors have not provided basic
financial information about its operations.  The U.S. Trustee
asserted that it is impossible for the Debtors to propose any plan
of reorganization without accurate schedules, statement of
financial affairs, and operating reports.  The Debtors, the U.S.
Trustee points out, have failed to do the most basic reporting and
failed to provide the most basic information on a multimillion-
dollar business.

                        About Cnossen Dairy

Hereford, Texas-based Cnossen Dairy filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on
Nov. 12, 2010.  J. Bennett White, Esq., at J. Bennett White, P.C.,
serves as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.

The bankruptcy cases of Cnossen Family Partnership and UC Farms,
LLC (Case Nos. 10-20793 and 10-20794) are jointly administered
with the Cnossen Dairy's case.

The Debtor disclosed $52,147,699 in total assets and $46,414,850
in liabilities as of the Petition Date.


CONVERSION SERVICES: Incurs $711,000 Net Loss in First Quarter
--------------------------------------------------------------
Conversion Services International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $711,144 on $3.46 million of revenue
for the three months ended March 31, 2011, compared with a net
loss of $417,110 on $4.97 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.88
million in total assets, $6.71 million in total liabilities and a
$3.82 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/wdNyPH

                   About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

The Company reported a net loss of $771,753 on $17.72 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $31,956 on $24.19 million of revenue during the prior year.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial reports for 2009 and 2010.  The accounting
firm noted that the Company has incurred recurring operating
losses, negative cash flows, is not in compliance with a covenant
associated with its Line of Credit, maturing on March 31, 2011 and
has significant future cash flow commitments.


DESERT CAPITAL: Posts $1.97 Million Net Loss in 1st Quarter
-----------------------------------------------------------
Desert Capital REIT, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.97 million for the three months
ended March 31, 2011, compared with a net loss of $3.63 million
for the same period last year.

The Company reported a net interest loss (before recoveries of
loan losses) of $649,000 for the three months ended March 31,
2011, compared to a net interest loss (before recoveries of loan
losses) of $616,000 for the period ended March 31, 2010.

Non-interest income decreased by $65,000 or 20.6%, to $251,000 for
the three months ended March 31, 2011, from $316,000 for the three
months ended March 31, 2010.  Non-interest income consists of
rental income and other miscellaneous income, specifically gain on
sales of real estate investments.

The Company's balance sheet at March 31, 2011, showed
$25.15 million in total assets, $55.68 million in total
liabilities, and a stockholders' deficit of $30.53 million.

On April 29, 2011, a petition for involuntary Chapter 11 was filed
against the Company by holders of the trust preferred securities
and the first lienholders on the Warm Jones debt.  Once the
Company is served with a summons and citation for the involuntary
petition, it will have twenty days to file an answer to the
petition, during which time it will continue to operate its
business.

As reported in the TCR on March 24, 2011, Hancock Askew & Co.,
LLP, in Savannah, Georgia, expressed substantial doubt about
Desert Capital REIT's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and cash flow produced from operating activities is not
sufficient to meet current obligations and debt payments.

A complete text of the Form 10-Q is available for free at:

                       http://is.gd/p1XeMB

Henderson, Nev.-based Desert Capital REIT, Inc., a Maryland
corporation, was formed in December 2003 as a real estate
investment trust.  When the Company first began conducting
business, it specialized in the financing of real estate projects
by providing short-term mortgage loans to homebuilders and
commercial developers in markets where it believed it possessed
requisite skills and market knowledge, which were primarily in the
western United States and Las Vegas in particular.

In late 2007, the Company began experiencing a significant level
of borrower defaults, and in 2008 and 2009 virtually all its
borrowers defaulted on their loans with it.  As of March 31, 2011,
the Company had foreclosed on the property underlying its original
mortgage loans on all but three loans.

Taberna Preferred Funding VI, Ltd., Sage Trust, and Taberna
Preferred Funding VIII filed an involuntary Chapter 11 bankruptcy
protection against Desert Capital Reit, Inc., on April 29, 2011
(Bankr. D. Nev. Case No. 11-16624).  Judge Linda B. Riegle
presides over the case.  Jeffrey S. Rugg, Esq., Brownstein Hyatt
Farber Schreck LLP represents the petitioners.


DILLARD LAND: Taps the Law Firm of Paul Reece as Bankr. Counsel
---------------------------------------------------------------
Dillard Land Investments, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Georgia, for permission to employ the law
firm of Paul Reece Marr, P.C. bankruptcy counsel.

The law firm will:

   a) provide Debtor with legal advice regarding its powers and
      duties as debtor-in-possession in the continued operation
      and management of its affairs;

   b) prepare on behalf of Debtor the necessary applications,
      answers, orders and other legal papers pursuant to the
      Bankruptcy Code; and

   c) perform all other legal services in the Chapter 11
      bankruptcy proceeding for the Debtor which may be reasonably
      necessary.

The Debtor intends to employ the law firm under a general
retainer.  The Debtor's manager and majority equity holder, Carl
M. Drury has agreed to pay the $10,000 retainer on behalf of the
Debtor as a gift and not as a loan.  To date Mr. Drury has paid
the $1,039 Petition filing fee plus $5,000 of the $10,000
retainer.

The hourly rates of the law firm's personnel are:

         Paul Reece Marr, Esq.             $295
         Paralegal                         $110
         Clerical                           $40

To the best of Debtor's knowledge, the law firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The law firm can be reached at:

     Paul Reece Marr, Esq.
     300 Galleria Parkway, No. 960
     Atlanta, GA 30339
     Tel: (770) 984-2255

                About Dillard Land Investments, LLC

Atlanta, Georgia-based Dillard Land Investments, LLC, filed for
Chapter 11 protection (Bankr. N.D. Ga. Case No. 11-63566) on
May 2, 2011.  Paul Reece Marr, Esq., at Paul Reece Marr, P.C.,
represents the Debtor in its restructuring effort.  The Debto
disclosed $26,325,061 in assets and $8,863,900 in liabilities as
of the Chapter 11 filing.

The Hon. James R. Sacca dismissed the Chapter 11 case of Dillard
Land Investments LLC, at the behest of 1615 Johnson Road LLC.


EDIETS.COM INC: Incurs $383,000 Net Loss in March 31 Quarter
------------------------------------------------------------
eDiets.com, Inc., reported a net loss of $383,000 on $6.93 million
of total revenues for the three months ended March 31, 2011,
compared with a net loss of $3.76 million on $5.01 million of
total revenues for the same period during the prior year.

"We are pleased to have achieved positive EBITDA for the March
quarter," said Kevin McGrath, President and Chief Executive
Officer of eDiets.com.  "We achieved these results by continued
growth in our meal delivery customer base and focusing on the
fundamentals of cost control, in particular expense
rationalization of our ad spend.  As a result, our weekly meal
delivery shipments were up 83% from the prior year while we
lowered our cost per customer acquisition to $135.  Going forward,
we are focused on developing the optimal marketing strategy,
including television, print and online media, to increase our
revenues and leverage our business model in a profitable way. In
addition, we are strengthening our balance sheet through a rights
offering that we expect to close on May 13, 2011."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/KVMH5y

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.6 million
in total assets, $5.6 million in total liabilities, and a
stockholders' deficit of $2.0 million.


EH HOLDING: S&P Affirms 'B+' Rating on Senior Secured Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered the recovery rating on
Denver-based EH Holdings Corp.'s (EHH) senior secured notes due
2019 to '4' from '3'. A '4' recovery rating indicates expectations
for average (30%-50%) recovery in the event of a payment default.

"At the same time, we affirmed the 'B+' issue-level ratings on the
company's senior secured notes. The rating action reflects the
upsizing of the senior secured notes to $1.1 billion from an
initial size of $1 billion and does not imply a diminution in the
overall credit quality of the company. The upsized
notes are provided lower collateral coverage," S&P stated.

"Also, we affirmed the 'B-' issue-level rating on EHH's senior
unsecured notes due 2021, which were also upsized by $100 million
to $900 million. The '6' recovery rating on the notes remains
unchanged and indicates expectations for negligible (0%-10%)
recovery in the event of a payment default," S&P continued.

The upsizing of both notes has no effect on the company's 'B+'
corporate credit rating and stable outlook.

Ratings List

EH Holding Corp.
Corporate Credit Rating        B+/Stable/--

Rating Affirmed; Recovery Rating Revised
                                To             From
EH Holding Corp.
Senior Secured nts due 2019    B+             B+
   Recovery Rating              4              3

Ratings Affirmed

EH Holding Corp.
Senior Unsecured nts due 2021  B-
   Recovery Rating              6


ENEA SQUARE: Taps Kornfield Nyberg to Handle Reorganization Case
----------------------------------------------------------------
Enea Square Partners, L.P., asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ
Kornfield, Nyberg, Bendes & Kuhner, P.C., as counsel.

The firm will be representing the Debtor in the Chapter 11
proceedings.

The Debtor relates that it has paid Kornfield, Nyberg, Bendes &
Kuhner, P.C., an original retainer of $35,000 of which $23,565
remains as of the petition date against which costs and services
will be credited.

The hourly rates of the firm's personnel are:

         Eric A. Nyberg, Esq.                      $395
         Charles N. Bendes, Esq.                   $385
         Chris D. Kuhner, Esq.                     $375
         Nancy Nyberg, bookkeeping & accounting     $80
         Jessica Mangaccat, paralegal assistant     $80

To the best of Debtor's knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

         Eric A. Nyberg, Esq.
         Charles N. Bendes, Esq.
         Chris D. Kuhner, Esq.
         KORNFIELD, NYBERG, BENDES & KUHNER, P.C.
         1970 Broadway, Suite 225
         Oakland, California 94612
         Tel: (510) 763-1000
         Fax: (510) 273-8669

                     About Enea Square Partners

Concord, California-based, Enea Square Partners, LP filed for
Chapter 11 protection (Bankr. N.D. Calif. Case No. 11-44888) on
May 4, 2011.  Bankruptcy Judge Roger L. Efremsky presides over the
case.  Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes And
Kuhner represents the Debtor in its restructuring efforts.  The
Debtor estimated assets and debts at $10 million to $50 million.


FAIRVUE CLUB: Wants to Distribute Assets and Dismiss Ch. 11 Case
----------------------------------------------------------------
Fairvue Club Properties, LLC, asks the U.S. Bankruptcy Court for
the Middle District of Tennessee to dismiss its Chapter 11 case.

The Debtor relates that it is administrative insolvent.  The
Debtor adds that the Court granted its creditors: American
Security bank & Trust; First State Bank; and VGM Financial
Services; relief from stay on its real property assets.

In Feb. 23, 2011, the Debtor sold the remaining assets to Gallatin
Golf, LLC, for $90,000.  After the sales, the Debtor's remaining
assets consist of cash held is escrow amounting to $111,765.

The Debtor asserts that the most efficient and cost effective
means of distributing the remaining funds of the Chapter 11 estate
is to distribute the funds pro rata to the remaining adminstrative
expenses and then dismiss the case.

                About Fairvue Club Properties, LLC

Based in Gallatin, Tennessee, Fairvue Club Properties, LLC, owns
the Fairvue Plantation, a 504-acre development featuring 650 home
sites, two 18-hole golf courses, and 5-miles of shoreline around
Old Hickory Lake, a reservoir in north central Tennessee.  The
Company filed for Chapter 11 bankruptcy protection on Dec. 1, 2009
(Bankr. M.D. Tenn. Case No. 09-13807).  William L. Norton, III,
Esq., at Bradley Arant Boult Cummings LLP, in Nashville, Tenn.,
assists the Debtor in its restructuring effort.  The Company
disclosed $13,287,625 in assets and $17,215,175 in liabilities as
of the Petition Date.  The Court denied confirmation of the
Debtor's Chapter 11 Plan on Nov. 12, 2010.

Foxland Harbor Marina LLC filed for Chapter 11 bankruptcy
protection on Dec. 31, 2009 (Bankr. M.D. Tenn. Case No. 09-14911),
estimating both assets and debts between $1 million and
$10 million.

Foxland Club Properties, LLC, filed for Chapter 11 (Bankr. M.D.
Tenn. Case No. 10-03566) on April 1, 2010, estimating both assets
and debts to be between $1 million and $10 million.

Mr. Norton also represents Foxland Harbor and Foxland Club.

The three debtor entities are 100% owned by the Leon Moore 2009
Irrevocable Trust.  Leon Leslie Moore is a Chapter 7 debtor.


FIRST DATA: Files Form 10-Q, Posts $184.5-Mil. 1st Qtr. Net Loss
----------------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $184.50 million on $2.54 billion of revenue for the three
months ended March 31, 2011, compared with a net loss of $208.40
million on $2.40 billion of revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2011, showed $36.84
billion in total assets, $32.84 billion in total liabilities,
45.10 million in redeemable non-controlling interest and
$3.95 billion in total equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/cKJblj

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss $846.90 million on $10.38 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.01 billion on $9.31 billion of revenue during the prior
year.

                            *    *    *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.

Standard & Poor's Ratings Services in December 2010 assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.  Under S&P's
default analysis, there is insufficient collateral to fully cover
First Data's first-lien debt.  As a result, the remaining value of
the company (generated by non-U.S. assets and not pledged) would
be shared pari passu among the uncovered portion of first-lien
debt, new second-lien debt, and new and existing unsecured debt.


FLINT ENERGY: Moody's Rates Notes 'B2'; Assigns 'B1' Corporate
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Flint Energy
Services Ltd's (Flint) C$200 million senior unsecured notes issue.
Moody's also assigned Flint a B1 Corporate Family Rating (CFR) and
B1 Probability of Default Rating (PDR) and an SGL-2 Speculative
Grade Liquidity Rating. The proceeds of the notes along with cash
on hand will be used to repay C$211 million of existing term
loans. The rating outlook is stable.

Assignments:

   Issuer: Flint Energy Services Ltd.

   -- Probability of Default Rating, Assigned B1

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

   -- Corporate Family Rating, Assigned B1

   -- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD 4,
      69%)

Outlook Actions:

   Issuer: Flint Energy Services Ltd.

   -- Outlook, Changed To Stable From Rating Withdrawn

RATINGS RATIONALE

Flint's B1 CFR considers its reasonable leverage and significant
cash position, longstanding customer relationships with top tier
North American oil and gas companies, and diversification in the
provision of services across conventional and unconventional
basins including, oil sands, oil and gas shale and mid-stream
activities in several North American producing regions. The rating
also reflects Flint's variability of cash flow, relatively small
size, the volatility of demand for services in the oil and gas
industry it serves, and the competitive and lumpy nature of
contract awards and cash flows in its infrastructure construction
segment.

The SGL-2 speculative grade liquidity rating reflects good
liquidity over the next 12 months. Pro forma for the notes, Flint
will have approximately $80 million of cash and full access to its
C$155 million and US$20 million revolvers, but for $30 million of
letter of credit issuance. The revolvers mature in May 2015. For
the past four years, Despite industry volatility, Flint has
consistently generated positive free cash flow since 2007, a trend
we expect to continue through mid-2012. The company is expected to
be in compliance with its four financial covenants through mid-
2012 (Current Ratio not less than 1.35x; Sr. Secured Funded Debt
to EBITDA not greater than 2.9x; Funded Debt to EBITDA not greater
than 3.5x and Sr. Secured Funded Debt to Capitalization not
greater than 50%). Alternate liquidity is limited by the pledge of
all assets to the revolver lenders.

The stable outlook reflects Flint's long standing customer
relationships with top tier oil and gas companies and the
assumption that it will continue to operate under conservative
financial policies. The CFR could be lowered if the ratio of debt
to EBITDA were to increase and appear likely to remain above 4x or
if the company's ability to consistently win profitable contracts
wanes such that the gross margin appears likely to remain below
10%. The rating would be considered for upgrade if greater scale
is gained through organic growth or acquisitions, to assets of at
least $2 billion, while maintaining a gross margin above 20% and
debt to EBITDA below 3x.

The senior unsecured notes are rated B2, one notch below the B1
CFR as the notes are junior-ranking to the $175 million in senior
secured revolving loans.

The principal methodology used in rating Flint Energy was the
Global Oilfield Services Rating Methodology, published
December 2009.

Flint Energy Services Ltd. is a Calgary, Alberta-based provider of
products, services and maintenance to the oil and gas industry
through 65 locations in western North America.


FLINT ENERGY: S&P Assigns 'BB-' Long-Term Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' long-term
corporate credit rating to Calgary, Alta.-based Flint Energy
Services Ltd. The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' senior
unsecured debt rating and '3' recovery rating to Flint's proposed
C$200 million senior unsecured debt issue maturing 2019.

"Flint's profitability has been affected by the company's exposure
to cost escalation in its service contracts and large working-
capital requirements. Nevertheless, it has demonstrated an ability
to consistently generate positive free cash flows, which we
believe partially offsets the credit weakness inherent in its
operating margin performance," said Standard & Poor's credit
analyst Michelle Dathorne. "Furthermore, the company's low debt
levels and robust cash flow protection metrics strengthen its
financial risk profile well above the 'BB-' rating," Ms. Dathorne
added.

The ratings on Flint reflect Standard & Poor's assessment of the
company's participation in the volatile and cyclical oil and gas
industry, operating margin volatility due to negligible pricing
power, and a highly concentrated customer base. These weaknesses,
which hamper the ratings, are somewhat offset by Flint's
vertically integrated operations, which allow the company to
participate in various stages of project development, from initial
construction through commercial operation. The company's overall
credit profile also benefits from its relatively underlevered
balance sheet, enabling it to maintain strong cash flow protection
metrics, despite its somewhat weak operating margin generation.

"In our view, Flint's weak business risk profile reflects our
assessment of the company's vertically integrated diversified
operations in its four business segments, Production Services,
Facility Infrastructure, Oilfield Services, and Maintenance
Services. These four business units enable the company to
participate in both conventional and unconventional oil and gas
development activities. We believe Flint's ability to service both
conventional and unconventional oil and gas development provides
good visibility to future business and revenue growth," S&P
stated.

The stable outlook on Flint reflects Standard & Poor's view of the
company's leading position in several specialized service markets,
and its well-entrenched position in several high growth sectors of
the oil and gas industry, specifically in-situ oil sands
development and production. "We believe Flint should be able to
maintain its market share in the niche service sectors where it
currently operates; therefore, its operating margins and
profitability, which continue to reflect pricing pressures from
the recent industry downturn, should remain stable or improve
marginally over our 2011 to 2012 ratings forecast period,"
continued S&P.

There are significant growth opportunities in the Maintenance
Services segment; however, this group's profit margins lag
consolidated operating margins. If this segment expands to
represent a larger component of the business mix, consolidated
profitability could come under pressure. "In the absence of
material mergers or acquisition activity, we believe the company's
business risk profile will remain largely unchanged in the near-
to-medium term. As a result, future rating actions will likely be
triggered by changes to the company's financial risk profile.
Although the 'BB-' rating has already been enhanced by Flint's
financial risk profile, we could raise the rating if the company's
overall financial risk profile strengthened into the
"intermediate" category. However, Flint is unlikely to be able to
permanently delever its balance sheet further while maintaining
its profitability (specifically its return on capital employed) at
current levels. As Flint's cash flow protection metrics are strong
for the rating, we believe there is considerable downside cushion
in its financial risk profile. Nevertheless, we could lower the
rating, if Flint's funds from operations to debt fell below
20%," S&P stated.


FORSYTH LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Forsyth LLC
        230 Mohawk Rd.
        Clermont, FL 34715

Bankruptcy Case No.: 11-07376

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Jeffrey Ainsworth, Esq.
                  MANGUM & ASSOCIATES PA
                  5100 Hwy 17-92, Suite 300
                  Casselberry, FL 32707
                  Tel: (407) 478-1555
                  Fax: (407) 478-1552
                  E-mail: jeff@mangum-law.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-07376.pdf

The petition was signed by Joseph Zagame, Jr., vice president.


FPSDA I: Lease Decision Period Runs Until Plan Confirmation
-----------------------------------------------------------
WestLaw reports that the provision of a bankruptcy statute which
gives a debtor until the confirmation of a plan of reorganization
to decide whether to assume or reject an executory contract,
rather than the provision establishing a more limited time frame
for the debtor's assumption or rejection of a nonresidential real
property lease, governed the assumption or rejection by Chapter 11
debtors of the agreements resulting from the parties' integrated
transactions under which the debtors' assumption of the
nonresidential real property leases implicitly required the
assumption of related executory franchise agreements.  Giving a
debtor the benefit of the longer deadline for executory contracts
to assume or reject integrated agreements treated as one
controlling agreement was consistent with the purpose of the
Bankruptcy Code and the equities of the situation, and allowing a
creditor occupying a dual role of franchisor and landlord the
benefit of the shorter deadline would effectively grant it
superior power to determine the course and outcome of the debtor's
case by allowing it exert pressures on the debtor to make a
premature decision.  In re FPSDA I, LLC, --- B.R. ----, 2011 WL
1102294 (Bankr. E.D.N.Y.).

FPSDA I, LLC, sought chapter 11 protection (Bankr. E.D.N.Y. Case
No. 10-75439) on July 13, 2010.  A copy of the Debtor's chapter 11
petition, estimating assets and debts at less than $1 million, is
available at http://bankrupt.com/misc/nyeb10-75439.pdfat no
charge.


FRANKLIN CREDIT: Reports $14.3-Mil. Net Income in First Quarter
---------------------------------------------------------------
Franklin Credit Holding Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting net income of $14.35 million on $34.98 million of total
revenues for the three months ended March 31, 2011, compared with
a net loss of $6.65 million on $19.51 million of total revenues
for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $512.91
million in total assets, $1.34 billion in total liabilities and a
$836.66 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/Xu1Sc5

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, reperforming and nonperforming residential mortgage
loans, including specialized loan recovery servicing, and in the
analysis, pricing, due diligence and acquisition of residential
mortgage portfolios for third parties.  The Company's executive,
administrative and operations offices are located in Jersey City,
N.J.

The Company reported a net loss of $55.27 million on
$41.74 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $357.82 million on $244.75 million of
total revenue during the prior year.

As reported by the TCR on April 4, 2011, Marcum LLP, in New York,
noted that the Company's recurring losses from operations and
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern.


GAINEY CORP: Asset Purchaser Absolved of Debtor's Tort Liability
----------------------------------------------------------------
WestLaw reports that language that appeared in an asset purchase
agreement between Chapter 11 debtors and a purchaser of their
assets, as incorporated in a bankruptcy court order approving the
sale, indicating that the purchaser was assuming and agreeing to
pay only those debts, obligations or liabilities of the debtors
which "first ar[ose] and [we]re related to periods subsequent to
the closing of the sale," had to be interpreted as relieving the
purchaser from any pre-closing obligations of the debtors.  This
included the obligation to pay insurance deductibles on tort
claims which, while not asserted until after the closing occurred,
were based on torts that predated the asset sale.  In accordance
with the Code's expansive definition of "claim," any such
obligations had to be treated as arising prior to the sale.  In re
Gainey Corp., --- B.R. ----, 2011 WL 1771117 (Bankr. W.D. Mich.).

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Case No. 08-09092) on Oct 14, 2008.

Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson
Wright PLLC; Inga April Hofer, Esq., Jacob Joseph Sadler, Esq.,
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP,
represent the Debtors as counsel.  Alixpartners, LLC, is the
Debtors' restructuring and financial consultant.  Virchow Krause
and Company, LLP, is the Debtors' financial advisor.  Eric David
Novetsky, Esq., Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represent the
Official Committee of Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.


GARNET BIOTHERAPEUTICS: Chapter 11 Plan Hearing Delayed
-------------------------------------------------------
John George, staff writer at the Philadelphia Business Journal,
reports that Garnet BioTherapeutics filed a Chapter 11 plan of
reorganization under which two of the Company's venture capital
backers -- Wayne-based SCP Bitalife Partners and Alliance
Technology Ventures of Sarasota, Fla. -- will provide the Company
with a fresh cash infusion of $2.3 million to pay off creditors
and keep the Company operational.  A May 13 hearing on the Plan
was postponed because of a scheduling snafu.

Malvern, Pa.-based Garnet BioTherapeutics, Inc. -- a "clinical
stage regenerative medicine company" -- sought Chapter 11
protection (Bankr. D. Del. Case No. 10-14165) on Dec. 28, 2010.
William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC, in
Wilmington, Del., represents the Debtor.  The Debtor estimated
assets and debts of $1 million to $10 million in its Chapter 11
petition.


GLC LIMITED: Seeks to Retain Leon E. Ebbert as Accountant
---------------------------------------------------------
GLC Limited seeks authority from the U.S. Bankruptcy Court for the
Southern District of Ohio, Western Division, to retain Leon E.
Ebbert, PC, CPA, as accountants.

Proctorville, Ohio-based GLC Limited is principally a liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition. The Debtor
estimated its assets and debts at $10 million to $50 million.

Ronald E. Gold, Esq., at Frost Brown Todd LLC, serves as the
Debtor's bankruptcy counsel.  The Official Committee of Unsecured
Creditors in GLC Limited's Chapter 11 bankruptcy case has tapped
Morris, Manning & Martin, LLP, as counsel.


GLOBAL SEVEN: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Global Seven, Inc.
        136 Peabody Road
        Vacaville, CA 95687

Bankruptcy Case No.: 11-32091

Chapter 11 Petition Date: May 15, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus,

Debtor's Counsel: Sarah M. Stuppi, Esq.
                  LAW OFFICES OF STUPPI & STUPPI
                  1630 N Main St #332
                  Walnut Creek, CA 94596
                  Tel: (415) 786-4365

Scheduled Assets: $2,967,685

Scheduled Debts: $6,049,249

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/caeb11-32091.pdf

The petition was signed by Ann Lewald, authorized agent.


GOLDEN CHAIN: Taps Karl T. Anderson as Certified Public Accountant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Golden Chain, Inc., to employ the CPA Firm of Karl T.
Anderson & Co., as certified public accountant.

The firm is expected to, among other things:

   A. advise the Debtor with respect to its rights, powers, duties
      and obligations as a debtor-in-possession in the
      administration of this bankruptcy case, the management of
      its business affairs and the management of its properties;

   B. prepare Federal and California income tax returns for the
      fiscal year ending June 30th; and

   C. advise and represent the Debtor in connection with all
      taxing authorities.

Karl T. Anderson, principal of the firm, told the Court that the
hourly rates of the firm's personnel are:

         Karl T. Anderson               $300
         Mary Anderson                  $190
         Murray A. Savage               $190

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

The firm can be reached at:

         Karl T. Anderson & Co.,Certified Public Accountant
         700 E. Tahquitz Canyon Way, Suite H
         Palm Springs, CA 92262

                      About Golden Chain, Inc.

San Jacinto, California-based Golden Chain, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-
10793) on Jan. 10, 2011.  Thomas J. Polis, Esq., at Polis &
Associates, APLC, serves as the Debtor's bankruptcy counsel.  The
Debtor also tapped Stephen T. Cummings as special litigation
counsel.  The Company disclosed $10,539,890 in assets and $412,048
in liabilities as of the Chapter 11 filing.


GOLDEN CHAIN: Wants Stephen T. Cummings to Handle Patent Disputes
-----------------------------------------------------------------
Golden Chain, Inc., asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Stephen T.
Cummings as special litigation counsel.

Mr. Cummings will, among other things:

   -- provide legal representation necessary for the Debtor's
      estate pertaining to obtaining title to the disputed
      patented and unpatented mining claims through litigation in
      the Central District of California; and

   -- represent the Debtor in the pending Nevada State Court
      matters.

Mr. Cummings, a principal at the firm, tells the Court that his
hourly rate is $275.

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

The firm can be reached at:

          The Law Offices of Stephen T. Cummings
          835 Fifth Avenue, Suite 303
          San Diego, CA 92101-6136
          Tel: (619) 702-4094
          Fax: (619) 702-4098

                      About Golden Chain, Inc.

San Jacinto, California-based Golden Chain, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-
10793) on Jan. 10, 2011.  Thomas J. Polis, Esq., at Polis &
Associates, APLC, serves as the Debtor's bankruptcy counsel.  The
Company disclosed $10,539,890 in assets and $412,048 in
liabilities as of the Chapter 11 filing.


GRIFFINBROOK, LTD.: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Griffinbrook, Ltd.
        174 Raymond Road
        Candia, NH 03034

Bankruptcy Case No.: 11-11953

Chapter 11 Petition Date: May 15, 2011

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Robert L. O'Brien, Esq.
                  O'BRIEN LAW
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  E-mail: robjd@mail2firm.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nhb11-11953.pdf

The petition was signed by Cher Griffin, president and sole
shareholder.


HAMPTON ROADS: Regains Compliance with NASDAQ's Listing Rule
------------------------------------------------------------
Hampton Roads Bankshares, Inc., has received written notification
from the NASDAQ Global Select Market indicating that the Company
has regained compliance with NASDAQ Listing Rule 5450(a)(1)
related to maintaining a minimum bid price of at least $1.00 per
share required for continued listing on NASDAQ.  The notification
confirmed that the Company's common stock has maintained a minimum
bid price of at least $1.00 per share for at least 10 consecutive
business days, which is necessary to regain compliance with the
Bid Price Rule, and that the matter raised in the Nov. 17, 2010,
NASDAQ letter to the Company is now closed.

John A. B. "Andy" Davies, Jr., president and chief executive
officer, said, "We are pleased to have regained compliance with
the NASDAQ listing requirements.  This is another issue behind us
as we continue to focus on improving our overall business and
enhancing value for our shareholders in 2011 and beyond."

The Company's previously announced reverse stock split became
effective on April 27, 2011, at 11:59 p.m. providing then current
shareholders with one new share of common stock in replacement of
every twenty-five existing common shares they held at the time.
All fractional shareholdings were rounded up to the nearest whole
number of shares.  The purpose of the Reverse Stock Split was to
bring the Company back into compliance with the Bid Price Rule by
increasing the trading price of the Company's common stock above
$1.00.

                 About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR)
-- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.90 billion
in total assets, $2.71 billion in total liabilities and $190.79
million in total shareholders' equity.

Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's restated consolidated
financial statements for the year ended Dec. 31, 2009.  The
independent auditors noted that quantitative measures established
by regulation to ensure capital adequacy require the Company and
its subsidiary banks to maintain minimum amounts and ratios of
total and Tier I capital to risk-weighted assets, and Tier I
capital to average assets.  In addition, the Company has suffered
recurring losses from operations and declining levels of capital.


HAYMARKET TRANS: Ex-Employee's Claim Allowed as Gen. Unsecured
--------------------------------------------------------------
Haymarket Transportation, Inc., objected to Claim No. 7 filed by
former employee Alessandra Palombella as a priority claim for
unpaid commissions in the amount of $8,207.66.  In a May 13, 2011
Memorandum Opinion, Bankruptcy Judge Stephen S. Mitchell held that
the claim will be allowed in large part, but as a general
unsecured claim, not a priority claim.  A copy of Judge Mitchell's
ruling is available at http://is.gd/zGEoqOfrom Leagle.com.

Haymarket Transportation, Inc., filed for Chapter 11 bankruptcy
(Bankr. E.D. Va. Case No. 09-20389) on Dec. 22, 2009.  HTI was the
"preferred transportation provider" at the Westfields Marriott
Conference Center, Chantilly, Virginia, and maintained a desk
there that operated from 7:00 a.m. to 11 p.m., seven days per week
at which hotel guests could book shuttle transportation to and
from the airport and tourist attractions.  The Debtor is
represented by the law office of Bennett A. Brown, Esq., (Tel:
703-591-3500) in Fairfax, Virginia.  A plan has not yet been
confirmed in the case.


HOSPITAL DAMAS: Banco Popular Loan Maturity Date Moved to June 30
-----------------------------------------------------------------
Judge Mildred Caban Flores approved an agreed to order extending
Hospital Damas Inc.'s authority to obtain post-petition financing
from Banco Popular de Puerto Rico, use BPPR's cash collateral, and
provide adequate protection.  Pursuant to the order, the maturity
date of the BPPR loan is extended through June 30.

The Official Committee of Unsecured Creditors objected to the
Debtor's request for extension, saying the Debtor and its bank
were using the extension motion to impose terms contrary to those
provided in prior financing orders, and to the extend the budgeted
amounts for payment of the Debtor's and the Committee's
professionals were not exclusive of any carveout from BPPR's
collateral.  Borschow Hospital & Medical Supplies Inc. filed a
joinder to the Committee's objection.

Borschow Hospital is represented by:

          Osvaldo Toledo Martinez, Esq.
          P.O. Box 190938
          San Juan, PR 00919-0938
          Tel: (787) 756-6395
          Fax: (787) 767-7965
          E-Mail: otoledo@prtc.net

               - and -

          Scott A. Zuber, Esq.
          Steven J. Sheldon, Esq.
          DAY PITNEY LLP
          One Jefferson Road
          Parsippany, NJ 07054
          Tel: 973-966-6300
          Fax: 973-966-1015
          E-mail: szuber@daypitney.com
                  ssheldon@daypitney.com

As reported by the Troubled Company Reporter, the Court authorized
the Debtor to obtain postpetition financing of up to $1,008,547
from Banco Popular de Puerto Rico, with the loan originally
maturing May 1, 2011.  Banco Popular is the owner, as of April 30,
2010, of all credit relationships among the Debtor and its
affiliate, and Westernbank Puerto Rico.

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  The law offices of Charles A. Cuprill, P.S.C.,
serves as the Debtor's bankruptcy counsel.  In October 2010, the
United States Trustee appointed five creditors to serve on the
Official Committee of Unsecured Creditors of the Debtor.  Todd C.
Meyers, Esq., and Colin M. Bernardino, Esq., at Kilpatrick
Stockton LLP, represents the Committee as legal counsel, and
Edgardo Munoz, Esq., at Edgardo Munoz, PSC, serves the Committee
as local counsel.  In its schedules, the Debtor disclosed
US$24,017,166 in total assets and US$21,267,263 in total
liabilities as of the petition date.


HOSPITAL DAMAS: Taps FPV&G to Assist in Medicare Cost Report
------------------------------------------------------------
Hospital Damas Inc. is seeking permission to employ FPV & Galindez
PSC to process and prepare statistical data required for the
preparation of the Medicare cost report.

FPV&G had acted as the Debtor's external audit firm since the year
ended Dec. 31, 2007, and had audited the Debtor's financial
statements.

The Debtor says FPV&G, its partners and associates, do not
represent or hold any interest adverse to the Debtor or the
estate.  The firm and its members are disinterested persons as
defined in 11 U.S.C. Sec. 101(14).

The firm's hourly rates are:

          Consulting director          $165
          Consulting staff              $70

The firm's costs will be capped at $10,800.

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  Charles A. Cuprill-Hernandez, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy
counsel.  In October 2010, the United States Trustee appointed
five creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Todd C. Meyers, Esq., and Colin M.
Bernardino, Esq., at Kilpatrick Stockton LLP, represents the
Committee as legal counsel, and Edgardo Munoz, Esq., at Edgardo
Munoz, PSC, serves the Committee as local counsel.  In its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities as of the petition date.


ICONIX BRAND: Moody's Revises Outlook to Positive From Stable
-------------------------------------------------------------
Moody's Investors Service revised Iconix Brand Group, Inc. rating
outlook to positive from stable. Iconix's B1 Corporate Family and
Probability of Default ratings were affirmed along with the
company's existing long-term debt ratings. The company has an SGL-
2 Speculative Grade Liquidity rating.

RATINGS RATIONALE

The rating outlook revision to positive from stable reflects
Iconix's announcement that it intends to offer $275 million of new
convertible subordinated notes due 2016. Proceeds from the
offering would be used to repay the company's existing $111
million secured term loan that matures in January 2012 in full.
The balance of net proceeds -- approximately $125 million -- will
provide additional liquidity to the company and provides the
company with greater capacity to meet its remaining 2012
maturities, specifically the June 2012 maturity of its existing
$287.5 million senior subordinated notes.. Pro forma for this
transaction, Iconix will have in excess of $150 million cash on
its balance sheet.

The positive outlook also reflects improved flexibility for the
company as a result of the release of the security for the $111
million term loan that is being prepaid. Following the repayment
in full of its term loan, the company will have a sizeable
portfolio of unencumbered brands that generate a majority of the
company's consolidated EBITDA.

Should the transaction close on substantially the terms as
announced by the company, Moody's anticipates the B2 rating
assigned to the Senior Subordinated notes due June 2012 would
likely be upgraded by one notch to B1, reflecting the repayment in
full of the existing secured term loan.

A higher Corporate Family Rating would require the elimination or
significant reduction of its 2012 scheduled debt maturities.
Additionally, Iconix would need to demonstrate the ability and
willingness to maintain debt/EBITDA below 3.75 times.

Ratings affirmed:

   -- Corporate Family Rating at B1

   -- Probability of Default Rating at B1

   -- Senior Subordinated Convertible Notes due 2012 at B2

Ratings affirmed and expected to be withdrawn upon transaction
closing:

   -- Senior Secured Term Loan due 2012 at Ba1

The principal methodology used in rating Iconix was Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009. Other methodologies and
factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

Iconix's ratings have been assigned by evaluating factors that
Moody's believe are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. These attributes were compared against other
issuers both within and outside

Iconix's core industry. Iconix's ratings are believed to be
comparable to those of other issuers with similar credit risk.

Iconix Brand Group, Inc. owns, licenses and markets a growing
portfolio of consumer brands including Candie's, Bongo, Badgley
Mischka, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean
Pacific, Danskin, Roca Wear, Cannon, Royal Velvet, Fieldcrest,
Charisma, Starter and Waverly. Iconix also owns an interest in the
Artful Dodger, Ed Hardy, Ecko, Mark Ecko,Zoo York, Material Girl
and Peanuts brands.


IMPERIAL INDUSTRIES: Incurs $319,000 Net Loss in First Quarter
--------------------------------------------------------------
Imperial Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $319,000 on $1.77 million of net sales for the three
months ended March 31, 2011, compared with a net loss of $876,000
on $1.88 million of net sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $5.79
million in total assets, $7.14 million in total liabilities and a
$1.35 million total stockholders' deficit.

S. Daniel Ponce, Imperial's Chairman of the Board, stated: "The
construction industry in Florida continues to be burdened by weak
demand as evidenced by a decrease in building permits for the
construction of new housing units for the three months ended
March 31, 2011 compared to an already low level of permits for the
same period last year.  Since Florida is our largest market,
accounting for a majority of our net sales, the reduction in
demand has a direct negative impact on our results.  We believe we
have sufficient liquidity to support our operations for 2011 while
we seek to expand our base of business and concentrate on
initiatives to strengthen our operations during this difficult
period."

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/3L8Vx8

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

The Company reported a net loss of $1.23 million on $8.23 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.30 million on $8.63 million of net sales during the
prior year.

As reported by the TCR on April 1, 2011, Grant Thornton LLP, in
Fort Lauderdale, Fla., expressed substantial doubt about the
Company's ability to continue as a going concern.  Grant Thornton
noted that the industry in which the Company is operating has been
impacted by a number of factors and accordingly, the Company has
experienced a significant reduction in its sales volume.  Grant
Thornton added that for the year ended Dec. 31, 2010, the Company
has a loss from continuing operations of approximately $596,000.


INDIANAPOLIS DOWNS: Lays Off 30 Employees to Cut Costs
------------------------------------------------------
The Indianapolis Business Journal reports that Indiana Live laid
off about 30 members of its 800-person staff this week as the race
track and casino's owners sort through Chapter 11 bankruptcy.
A spokesman for the facility's operator said that the move is part
of an effort to improve the company's operations.  The layoffs
include several service positions.

                      About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INTEGRA TELECOM: Moody's Assigns Caa2 to New Debt; Downgrades CFR
-----------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to the
proposed $260 million senior unsecured note issuance by Integra
Telecom Holdings, Inc., a wholly-owned subsidiary of Integra
Telecom, Inc.  The net proceeds of the note offering will be used
for general corporate purposes, which may include the refinancing
of the existing $250 million senior secured term loan. Moodys will
withdraw the rating on the existing term loan at closing.

As part of the rating action, however, Moody's downgraded
Integra's Corporate Family Rating (CFR) to B3 from B2 and the
Probability of Default Rating (PDR) to B3 from B2 reflecting the
increase in Integra's financial leverage (Moody's adjusted
Debt/EBITDA, including capitalized operating leases) to about 4.5x
proforma for the refinancing, with leverage slated to further
increase to about 5.0x by year-end given the expected EBITDA
deterioration. Both of these are above the expected 4.0x leverage
level commensurate with the former B2 rating. In addition to the
increased leverage, Moody's believes that as a result of Integra's
revamping of its business profile to focus on higher end customers
and additional spending to expand its fiber footprint, meaningful
free cash flow generation is not likely to materialize before
sometime in late 2013.

In addition, Moody's assigned a Ba3 rating to Holdings' new $60
million 1st lien senior secured revolving credit facility.
Although all 1st lien secured credit facilities will share the
same collateral, the revolver is rated higher due to its "first
out" clause in the credit agreement, stipulating priority of
payment. The company's remaining $475 million senior secured notes
are rated B2, as they benefit from the added loss absorption
provided by the new senior unsecured notes.

The outlook is stable.

Downgrades:

   Issuer: Integra Telecom, Inc.

   -- Probability of Default Rating, Downgraded to B3 from B2

   -- Corporate Family Rating, Downgraded to B3 from B2

   Issuer: Integra Telecom Holdings, Inc.

   -- Senior Secured Bank Credit Facility, Downgraded to Ba3 from
      Ba2

Assignments:

   Issuer: Integra Telecom Holdings, Inc.

   -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
      Caa2, LGD5-85%

Outlook Actions:

   Issuer: Integra Telecom Holdings, Inc.

   -- Outlook, Changed To Stable From Negative

   Issuer: Integra Telecom, Inc.

   -- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Integra's B3 corporate family rating reflects the Company's
weakened financial metrics, primarily high leverage and post capex
interest coverage, the challenge of repositioning its product
portfolio and network to provide more data-centric products to its
customers and expanding the reach of its fiber network. Moody's
views the company's product repositioning and upmarket move as
strategically appropriate to meet the growing competition from
cable operators and incumbent telcos targeting small and medium
sized business customers (SMB's). However, to implement these
initiatives, Integra will increase capital spending and hire more
salespeople over the next two years, thus generating negative free
cash flow, as these added costs compound the impact of expected
churn of the company's lower end customers. Moody's notes that the
ratings are supported by the Company's significant fiber-optic
network in the Pacific Northwest and its management team's long
track record of operating in the competitive telecom arena.

Moody's believes the company will have adequate liquidity over the
next four quarters, as the company's increased spending will be
funded with cash balances and full access to its $60 million
revolver. Moody's also expects the Company to have sufficient
cushion under its bank facility covenants.

What Could Change the Rating - Up

Given the Company's execution challenges and expected negative
free cash flow over the next 12-24 months, upward rating pressure
is unlikely in the near term. However, positive ratings actions
could occur if the Company is successful in turning around
performance and delevering, such that its adjusted Debt/EBITDA
leverage is maintained below 4.0x and there is evidence that free
cash flow generation is imminent.

What Could Change the Rating - Down

Moody's will likely lower Integra's ratings further if the Company
is unable to deliver revenue and EBITDA growth or if its business
repositioning consumes more cash resources than envisioned, its
adjusted Debt/EBITDA leverage remains in the 5.0x range and its
liquidity becomes strained.

The principal methodology used in rating Integra Telecom was the
Global Telecommunications Industry Methodology, published December
2010.  Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


INTEGRA TELECOM: S&P Raises CCR to 'B' on Stabilizing Results
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Portland, Ore.-based competitive local exchange carrier
(CLEC) Integra Telecom Inc. to 'B' from 'B-'. The outlook is
stable.

"We also assigned a 'CCC+' issue-level rating and '6' recovery
rating to its proposed $260 million senior unsecured notes issue
due 2016. In addition, we raised the issue-level ratings on the
existing $475 million senior secured notes due 2016 to 'B' from
'CCC+' and raised the recovery rating to '4' from '5'. The '4'
recovery rating indicates our expectation for average (30% to
50%) recovery in the event of default, and the '6' recovery rating
indicates our expectation for negligible (0% to 10%) recovery,"
S&P related.

The company intends to use proceeds from the unsecured notes to
repay its existing term loan. Integra also plans to enter a $60
million secured revolver facility due 2015 to replace its existing
revolving facility and extend the maturity by one year. We will
not rate the proposed new revolver. Following completion of the
transaction and repayment of outstanding debt, we expect to
withdraw the ratings on the term loan and current revolver," S&P
noted.

"Our upgrade reflects recent improvements in customer churn that
have helped stabilize operating metrics and led to a slightly
higher view of the company's business risk profile, which we still
view as vulnerable," said Standard & Poor's credit analyst Michael
Senno. The upgrade also reflects an improved view of liquidity
given that there will be no financial maintenance covenants
following the proposed refinancing, and no near-term debt
maturities.


INTERNATIONAL TEXTILE: Incurs $11.9-Mil. Net Loss in March 31 Qtr.
------------------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $11.94 million on $157.98 million of net
sales for the three months ended March 31, 2011, compared with a
net loss of $11.15 million on $147.36 million of net sales for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$454.67 million in total assets, $571.10 million in total
liabilities, and a $116.42 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/FrSC9M

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.


INTERSTATE BAKERIES: Bread License Was An Executory Contract
------------------------------------------------------------
WestLaw reports that a bread label license agreement that allowed
a Chapter 11 debtor's licensees to use a particular label on
loaves of bread that they produced and marketed was an "executory
contract," which the debtor could assume or reject. The licensees'
contractual obligation to maintain the character and quality of
bread sold under the licensed label qualified as a "material"
unperformed obligation on their part, though the licensing
agreement provided no specific standard by which to measure the
quality of bread produced by the licensees, and though the
licensees had 30 days to correct any quality problems.  The
parties had specifically agreed that any uncured problems with the
character or quality of bread would constitute "cause" for
termination of the licensing agreement.  In re Interstate Bakeries
Corp., --- B.R. ----, 2011 WL 1049944 (W.D. Mo.) (Thriash, J.).

                 About Interstate Bakeries

Interstate Bakeries Corporation is a wholesale baker and
distributor of fresh-baked bread and sweet goods, under various
national brand names, including Wonder(R), Baker's Inn(R),
Merita(R), Hostess(R) and Drake's(R).

The Company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On Dec. 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed Oct. 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Interstate Bakeries emerged from Chapter 11 on Feb. 3, 2009.
Upon emergence, the Company moved its headquarters from Kansas
City, Missouri, to Dallas, Texas.  A Creditors Trust was
established under terms of the Debtors' confirmed Chapter 11 Plan.
U.S. Bank National Association was appointed as Trustee.


INTERTAPE POLYMER: To Hold Annual Meeting on June 3
---------------------------------------------------
The Annual Meeting of shareholders of Intertape Polymer Group Inc.
will be held on June 3, 2011, at 10:00 a.m. (Toronto Time), at The
Fairmont Royal York, The British Columbia Room, 100 Front Street
West, Toronto, Ontario.

The purposes of the Meeting are to:

   (1) receive and consider the consolidated financial statements
       of the Corporation for the fiscal year ended Dec. 31, 2010,
       and the auditors' report thereon;

   (2) elect directors;

   (3) appoint auditors and authorize the directors to fix their
       remuneration; and

   (4) transact such other business as may properly be brought
       before the Meeting.

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company reported a net loss of US$56.44 million on US$720.51
million of sales for the year ended Dec. 31, 2010, compared with a
net loss of US$14.39 million on US$615.46 million during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed US$506.10
million in assets, US$319.27 million in liabilities and US$186.83
million in shareholders' equity.

                          *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


JAMES F NORTON: Pretzel Boys Owner Files Chapter 7 Petition
-----------------------------------------------------------
Philly.Com reports that James F. Norton, formerly doing business
as Pretzel Boys Baking Co. Inc., in 5280 Ivystream Rd., Hatboro,
filed for Chapter 7 liquidation.


JAVO BEVERAGE: Files Form 15, Securities Registration Termination
-----------------------------------------------------------------
Javo Beverage Company, Inc., filed on May 16, 2011, a notice of
termination of registration of a class of securities under Section
12(g) of the 1934 Securities Exchange Act.

COMMON STOCK, PAR VALUE $0.001 PER SHARE
SERIES-A JUNIOR PARTICIPATING PREFERRED STOCK, PAR VALUE $.001 PER
SHARE,
AND RIGHTS TO PURCHASE SHARES SERIES-A JUNIOR PARTICIPATING
PREFERRED STOCK, PAR VALUE $.001 PER SHARE
SERIES-B PREFERRED STOCK, PAR VALUE $.001 PER SHARE
(Title of each class of securities covered by this Form)

The effective date of the Debtor's Plan occurred on May 13, 2011.
On the Effective Date, without any further action, all equity
interests in the Company as of the effective date, including,
preferred stock, common stock, and warrants, have been
automatically canceled and extinguished.  Also pursuant to the
confirmation order for the Plan, the reorganized company will not
be subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, effective as of the effective date.

A complete text of the Form 15 is available for free at:

                       http://is.gd/cTg2le

                       About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on Jan. 24, 2011 (Bankr. D. Del.
Case No. 11-10212).  Debra A. Riley, Esq., at Allen Matkins Leck
Gamble Mallory & Natsis LLP, serves as the Debtor's bankruptcy
counsel.  Robert J. Dehney, Esq., and Matthew B. Harvey, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-counsel.
Valcor Consulting LLC is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
disclosed $14,659,681 in total assets and $26,705,755 in total
debts as of the Petition Date.

The Official Committee of Unsecured Creditors of Javo Beverage
Company Inc. has retained Richards, Layton & Finger P.A. as its
counsel and J.H. Cohn LLP as its financial advisor.

On March 22, 2011, Javo Beverage Company filed an amended plan of
reorganization with the U.S. Bankruptcy Court for the District of
Delaware.  On April 28, 2011, the Bankruptcy Court entered an
order confirming the Debtor's Amended Plan.  As reported in the
TCR on May 17, 2011, the effective date of the Amended Plan
occurred on May 13, 2011.


JAVO BEVERAGE: Files POS AM to Deregister Unsold Common Shares
--------------------------------------------------------------
Javo Beverage Company, Inc., filed on May 16, 2011, a Post-
Effective Amendment No. 1 to its Form S-3 Registration Statement,
File No. 333-13993, which was filed with the Securities and
Exchange Commission on Jan. 11, 2007.

The Registration Statement was filed to register 30,659,534 shares
of common stock of the Company, $0.001 par value per share, which
shares may have been issued upon the conversion of senior
convertible notes held by the selling stockholders, the exercise
of certain interest and/or principal obligations under the senior
convertible notes.  The Registration Statement was declared
effective on April 25, 2007.

This Post-Effective Amendment No. 1 deregisters the shares that
remain unsold hereunder as of the effective date hereof.

On April 28, 2011, the United States Bankruptcy Court for the
District of Delaware confirmed the amended plan of reorganization
filed with the Bankruptcy Court on March 15, 2011.  The Amended
Plan became effective on May 13, 2011.

As a result of the confirmation of the Amended Plan, the offerings
of the Company's shares have been terminated.

A complete text of the POS AM is available for free at:

                       http://is.gd/n53Z3E

                       About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on Jan. 24, 2011 (Bankr. D. Del.
Case No. 11-10212).  Debra A. Riley, Esq., at Allen Matkins Leck
Gamble Mallory & Natsis LLP, serves as the Debtor's bankruptcy
counsel.  Robert J. Dehney, Esq., and Matthew B. Harvey, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-counsel.
Valcor Consulting LLC is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
disclosed $14,659,681 in total assets and $26,705,755 in total
debts as of the Petition Date.

The Official Committee of Unsecured Creditors of Javo Beverage
Company Inc. has retained Richards, Layton & Finger P.A. as its
counsel and J.H. Cohn LLP as its financial advisor.

On March 22, 2011, Javo Beverage Company filed an amended plan of
reorganization with the U.S. Bankruptcy Court for the District of
Delaware.  On April 28, 2011, the Bankruptcy Court entered an
order confirming the Debtor's Amended Plan.  As reported in the
TCR on May 17, 2011, the effective date of the Amended Plan
occurred on May 13, 2011.


KENTUCKY ENERGY: Gwenco's Bankruptcy Case Converted to Chap. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
ordered that the bankruptcy case of Gwenco, Inc., Kentucky Energy,
Inc.'s wholly owned subsidiary, be converted to a case under
Chapter 7 of the Bankruptcy Code pursuant to 11 U.S.C. Section
1112 and Bankruptcy Rules 1017 and 1019.  The Court had previously
confirmed Gwenco's Plan of Reorganization filed under Chapter 11
of the Bankruptcy Code on Sept. 15, 2009.

                       About Kentucky Energy

Paterson, N.J.-based Kentucky Energy, Inc. (formerly Quest
Minerals & Mining Corp.) acquires and operates energy and mineral
related properties in the southeastern part of the United States.
The Company focuses its efforts on operating properties that
produce quality compliance blend coal, generating revenues and
cash flow through the mining, processing, and selling of the coal
located on these properties.

The Company is a holding company for Quest Minerals & Mining,
Ltd., a Nevada corporation, which in turn is a holding company for
Quest Energy, Ltd., a Kentucky corporation, and of Gwenco, Inc., a
Kentucky corporation.  Quest Energy, Ltd., is the parent
corporation of E-Z Mining Co., Inc, a Kentucky corporation, and of
Quest Marine Terminal, Ltd., a Kentucky corporation.

Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams.  In 2004, Gwenco
had reopened Gwenco's two former drift mines at Pond Creek and
Lower Cedar Grove, and had begun production at the Pond Creek
seam.  This seam of high quality compliance coal is located at
Slater's Branch, South Williamson, Kentucky.

In 2009, the U.S. Bankruptcy Court for the Eastern District of
Kentucky confirmed Gwenco's Plan of Reorganization pursuant to
Chapter 11 of the U.S. Bankruptcy Code.  The Plan became effective
on Oct. 12, 2009.

The Company reported a net loss of $4.16 million on $2.40 million
of coal revenue for the year ended Dec. 31, 2010, compared with a
net loss of $4.17 million on $1.61 million of coal revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.36 million
in total assets, $9.73 million in total liabilities and a $4.37
million total deficiency in stockholders' equity.

As reported by the TCR on April 21, 2011, RBSM, LLP, in New York,
noted that the Company has suffered recurring losses from
operations and the company's primary operating subsidiary has
filed for reorganization under Chapter 11 of U.S. Bankruptcy Code,
that raise substantial doubt about its ability to continue as a
going concern.


KMC REAL ESTATE: Lender Wants Reorganization Case Dismissed
-----------------------------------------------------------
Lender RL BB Financial, LLC, asks the U.S. Bankruptcy Court for
Southern District of Indiana to dismiss the Chapter 11 case of KMC
Real Estate Investors, or, in the alternative, enter an order
granting relief from the automatic stay to foreclose on its
collateral.

The lender explains that

   -- The Debtor is a single asset entity, whose sole asset is the
      property.

   -- The Debtor has no employees.  It shares the same management
      as Kentuckiana and the members of management also personally
      guaranteed the Note.

   -- The Debtor has no income, the Debtor is incapable of
      servicing lender's debt.  Furthermore, the lack of income
      makes any reorganization plan unfeasible.

The lender relates that its claims exceed the value of certain
real property located in Clark County, Indiana, commonly known as
4601 Medical Plaza Way, Clarksville, Indiana.  As of April 1,
2011, the accrued and unpaid debt under the loan documents was
$21,998,664.

The lender is represented by:

         James P. Moloy, Esq.
         BOSE MCKINNEY & EVANS LLP
         111 Monument Circle, Suite 2700
         Indianapolis, IN 46204
         Tel: (317) 684-5000
         Fax: (317) 684-5173
         E-mail: jmoloy@boselaw.com

         David L. Rosendorf, Esq.
         KOZYAK TROPIN & THROCKMORTON, P.A.
         2525 Ponce de Leon, 9th Floor
         Miami, FL 33134
         Tel: (305) 372-1800
         E-mail: drosendorf@kttlaw.com

                About KMC Real Estate Investors LLC

Clarksville, Indiana-based KMC Real Estate Investors LLC owns
certain real property located in Clark County, Indiana, commonly
known as 4601 Medical Plaza Way, Clarksville, Indiana.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 11-90930) on April 1, 2011.  Gary Lynn Hostetler,
Esq., Courtney Elaine Chilcote, Esq., and Jeffrey A. Hokanson,
Esq., at Hostetler & Kowalik, P.C., serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed it has undetermined
assets and $24,810,090 in liabilities as of the Chapter 11 filing.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-93039) on
Sept. 9, 2010.


KURRANT MOBILE: Peter George Resigns from Board of Directors
------------------------------------------------------------
Effective on May 5, 2011, the Board of Directors of Kurrant Mobile
Catering, Inc., accepted the resignation of Peter George as a
member of the Board of Directors.  There were no disagreements
between the Company and Mr. George.  Mr. George remains with the
Company as the Executive Vice President.  As of May 10, 2011, the
Board of Directors is is comprised of Pierre Turgeon and Francois
Turgeon.

                        About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at Nov. 30, 2010, showed $1.02 million
in total assets, $1.71 million in total liabilities, and a
$686,774 stockholders' deficit.

According to the Form 10-Q for the quarter ended Nov. 30, 2010,
"The Company has incurred net losses and has negative cash flows
from its operations.  These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going concern.
Realization value may be substantially different from carrying
values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should Kurrant Mobile be unable to continue as a going
concern.  The continuation of Kurrant Mobile as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Kurrant Mobile to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations."


KURRANT MOBILE: Authorized Common Shares Hiked to 1 Billion
-----------------------------------------------------------
Effective May 6, 2011, the Board of Directors of Kurrant Mobile
Catering, Inc., and the majority shareholders of the Company
holding in aggregate approximately 60% of the total issued and
outstanding shares of the Company approved an amendment to the
articles of incorporation of the Company.  The Amendment was filed
with the Secretary of State of Colorado on May 9, 2011, increasing
the authorized common stock of the Company from 250,000,000 shares
of common stock to 1,000,000,000 shares of common stock, par value
$0.001, and 1,000,000 shares of preferred stock, par value $0.001.

                       About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at Nov. 30, 2010, showed $1.02 million
in total assets, $1.71 million in total liabilities, and a
$686,774 stockholders' deficit.

According to the Form 10-Q for the quarter ended Nov. 30, 2010,
"The Company has incurred net losses and has negative cash flows
from its operations.  These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going concern.
Realization value may be substantially different from carrying
values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should Kurrant Mobile be unable to continue as a going
concern.  The continuation of Kurrant Mobile as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Kurrant Mobile to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations."


KURRANT MOBILE: Inks Share Purchase Pact with Robert Brouillette
----------------------------------------------------------------
Effective May 6, 2011, Kurrant Mobile Catering, Inc., entered into
a share purchase agreement with Robert Brouillette, the holder of
100 shares of categorie A common stock of Transit Publishing Inc,
a Canadian corporation, which constitutes 50% of the total issued
and outstanding shares of common stock of TPI.  The Corporation
currently holds the other 100 shares of categorie A common stock
of TPI.  Thus, after consummation of the Share Purchase Agreement,
TPI becomes the wholly-owned subsidiary of the Corporation.

In accordance with the terms and provisions of the Share Purchase
Agreement, Brouillette sold and transferred the 100 shares of
categorie A common stock of TPI to the Corporation in exchange for
the issuance of 10,000,000 shares of restricted common stock of
the Corporation.

Effective May 6, 2011, the Corporation entered into the Share
Exchange Agreement.  The Board of Directors authorized the
issuance of an aggregate of 10,000,000 shares of restricted common
stock to Brouillette.  The  aggregate 10,000,000 shares of common
stock were issued to Brouillette who is a non-United States
resident in reliance on Regulation S promulgated under the United
States Securities Act of 1933, as amended.  The shares of common
stock have not been registered under the Securities Act or under
any state securities laws and may not be offered or sold without
registration with the United States Securities and Exchange
Commission or an applicable exemption from the registration
requirements.  Brouillette acknowledged that the securities to be
issued have not been registered under the Securities Act, that he
understood the economic risk of an investment in the securities,
and that he had the opportunity to ask questions of and receive
answers from the Corporation's management concerning any and all
matters related to acquisition of the securities.

Therefore, as of May 11, 2011, there are approximately 229,786,921
shares of common stock issued and outstanding.

                       About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at Nov. 30, 2010, showed $1.02 million
in total assets, $1.71 million in total liabilities, and a
$686,774 stockholders' deficit.

According to the Form 10-Q for the quarter ended Nov. 30, 2010,
"The Company has incurred net losses and has negative cash flows
from its operations.  These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going concern.
Realization value may be substantially different from carrying
values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should Kurrant Mobile be unable to continue as a going
concern.  The continuation of Kurrant Mobile as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Kurrant Mobile to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations."


LA JOLLA: Has 6.36 Million Common Shares Issued and Outstanding
---------------------------------------------------------------
La Jolla Pharmaceutical Company reported that on May 11, 2011, it
had converted approximately 14 shares of Series C-1 1 Convertible
Preferred Stock into 2,350,000 shares of common stock.  Following
these conversions, the Company had a total of 6,364,327 shares of
common stock issued and outstanding.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.93 million
in total current assets, $6.40 million in total current
liabilities $47,000 in Series C-1 redeemable convertible preferred
stock, and $482,000 in total stockholders' equity.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LEAP WIRELESS: Moody's Gives New Debt 'B3' Rating
-------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Leap
Wireless International Inc.'s proposed $400 million senior
unsecured notes offering. The debt will be issued by Leap's wholly
owned subsidiary, Cricket Communications, Inc. ("Cricket") Moody's
has also affirmed Leap's negative outlook, reflecting the
company's inconsistent operating performance and weak credit
profile relative to its B2 Corporate Family Rating (CFR).

Moody's has taken these rating actions:

   Leap Wireless International, Inc.

   -- Corporate Family Rating - B2 (affirmed

   -- Probability of Default Rating - B2 (affirmed)

   -- SGL / Short-Term Rating - SGL-1 (affirmed)

   -- Outlook -- Negative (affirmed)

   -- Sr. Unsec. Conv. Notes due 2014 -- Caa1, LGD6 (95%)
      (affirmed)

   Cricket Communications, Inc.

   -- Sr. Secured Notes due 2016 -- Ba2, LGD2 (15%) (affirmed)

   -- Sr. Unsec. Notes due 2015 -- B3, LGD4 (67%) (affirmed)

   -- Sr. Unsec. Notes due 2020 -- B3, LGD4 (67%) (affirmed)

   -- Sr. Unsec. Notes due 2020, $400m add-on --- B3, LGD4 (67%)
      (assigned)

RATINGS RATIONALE

Moody's has affirmed its B3 rating on Cricket's senior unsecured
notes due 2020 following the company's announcement that it will
increase the debt outstanding by approximately $400 million. The
company is positioning itself to have the financial flexibility to
increase capital spending and potentially purchase additional
spectrum assets over the next 12-18 months.

"Leap missed the boat in 2010 due to operational hiccups,"
commented Moody's Senior Vice President Dennis Saputo. "Although
the last two quarters were solid, it remains to be seen if the
company can execute better this year and capitalize on the rapid
growth of the prepaid market," Saputo continued. Leap lost
subscribers during 2010, excluding acquisitions, compared to an
estimated 15% growth in total industry pre-paid subscribers.

Leap's B2 CFR reflects the company's small scale and the intensely
competitive status of the wireless communications industry. Leap's
price-centric strategy could be duplicated by peers, many of which
are much larger and better capitalized. Although Moody's feels
that the industry has exhibited price discipline, the potential
exists for competitors to undercut Leap to gain market share while
sacrificing margins. Leap's B2 rating also reflects the company's
high leverage and negative free cash flow profile.

Moody's projects that Leap will add 500,000 subscribers and grow
revenues almost 20% in 2011. However, due to higher customer
acquisition costs EBITDA margin will fall by up to 400 bps in 2011
versus 2010, leading to approximately 5% growth in EBITDA.

Moody's believes that Leap's credit profile will get worse before
it gets better, although we do anticipate a recovery. Leap's
leverage will increase to just below 6.0x by year end 2011 due to
today's debt issuance. Moody's projects that leverage will fall
below 5.5x by year-end 2012 as EBITDA grows slightly faster than
revenues. Further deleveraging is expected in 2013. Moody's
projects margin expansion due to the scale benefits of subscriber
growth amidst stable churn and pricing.

Leap plans to increase capital spending in 2012 to deploy a 4G
network. Moody's believes the incremental investment will result
in negative free cash flow until mid-2013. The company could also
purchase spectrum assets or smaller operators. Moody's current B2
rating would not accommodate any transaction that increases
leverage.

Moody's views Leap's liquidity as very good, and projects that the
company will have at least $500 million of cash through 2013. This
level of cash is sufficient to provide strong liquidity in the
absence of a committed credit facility. Leap's next significant
debt maturity is its $250 million of convertible notes due in
2014, the same year that Leap may be required to purchase the
minority interest in its South Texas joint venture.

Based on the company's weak historical subscriber growth and our
expectation of margin pressure, Moody's maintains a negative
outlook on Leap.

The $400 million add-on notes are rated B3 (LGD-4, 67%), one notch
below the company's B2 CFR due to their unsecured status and
subordinate ranking to the company's $1.1 billion senior secured
notes (rated Ba2, LGD2-15%).

Leap's rating could be lowered if the company experiences a
relapse of the operational missteps which occurred in 2010, if
ARPU weakens, if margin falls more than expected or if churn
accelerates. Additionally, if Leap were to acquire assets which
weakened its credit profile or liquidity, the rating would be
lowered. Specifically, Moody's could lower Leap's rating if its
leverage is likely to exceed 6.0x or if available liquidity were
to fall below $400 million.

Moody's could stabilize Leap's rating if the Company's leverage
trends toward 5.0x or if free cash flow moves sustainably
positive. In addition, improved EBITDA margins, increasing to
above 30% on a sustained basis would support a stable outlook.

The principal methodology used in rating Leap Wireless was the
Global Telecommunications Industry Methodology, published in
December of 2010.  Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.


LEAP WIRELESS: S&P Lowers Rating on Unsecured Debt to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on unsecured
debt at Cricket Communications Inc. to 'CCC+' from 'B-' and
revised the recovery rating on the debt to '5' from '4'. This
follows the company's planned issuance of a $400 million add-on to
the $1.2 billion of unsecured notes issued in November 2010.
Cricket is a subsidiary of wireless carrier Leap Wireless
International Inc.

The 'B-' corporate credit rating and stable outlook on Leap remain
unchanged. The company intends to use these notes for general
corporate purposes, which may include accelerated deployment of
next-generation LTE network technology. The downgrade of the
unsecured debt at Cricket reflects our lower post-default
recovery expectation with the addition of the new notes add-on
issuance, which results in recovery falling to a 10%-30% range
from the prior 30%-50%.

The additional debt results in a moderate increase in the
company's pro forma leverage to 7.3x, from the 6.5x actual level
for the 12 months ended March 31, 2011, although leverage remains
within the parameters of the current 'B-' corporate credit rating.
Leap has benefited from some improvement in its subscriber trends
in the fourth quarter of 2010 and first quarter of 2011. However,
the company faces the continued challenge of reversing adverse
trends experienced in much of 2010 due largely to limited
smartphone handset availability and limited service offerings.
Competitive challenges are also likely to impede the company's
ability to improve its overall adjusted EBITDA service margin,
which, at 17% for the first quarter of 2011, is below that of
many of the other wireless carriers. "We likewise expect that the
acceleration of the company's network upgrade with these notes
proceeds will result in Leap experiencing net free cash flow
negative to break-even results through at least 2011, and
potentially longer," S&P stated.

Ratings List

Leap Wireless International Inc.
Corporate Credit Rating                B-/Stable/--

Rating Lowered; Recovery Rating Revised
                                        To                  From
Cricket Communications Inc.
Senior Unsecured
  $400 mil add-on to $1.2 bil nts       CCC+                B-
   Recovery Rating                      5                   4
  $300 mil due 2015                     CCC+                B-
   Recovery Rating                      5                   4


LEHIGH COAL: DEP Transfers Surface Mining Permit to BET Associates
------------------------------------------------------------------
The Department of Environmental Protection has transferred a
7,500-acre surface mining permit to BET Associates to mine, re-
mine and reclaim numerous abandoned mine land features in
Schuylkill and Carbon counties.

The site spans Tamaqua and Coaldale boroughs in Schuylkill County;
and Lansford, Summit Hill and Nesquehoning boroughs in Carbon
County.

The former permit holder, Lehigh Coal & Navigation (LCN), filed
for bankruptcy in 2008.  In addition to mining the site, BET
Associates will commit $24.5 million in reclamation bonds and
funds to establish a trust to treat the site's acid mine drainage
in perpetuity.

"Coal mining remains an active industry in Pennsylvania, but it is
vital that the industry take the appropriate steps to minimize its
footprint on the environment," DEP Secretary Mike Krancer said.
"This particular site has been mined nearly continuously since the
1800s.  The private sector has demonstrated leadership with this
site, which will now be mined and reclaimed and have its water
treated at no cost to taxpayers."

An average of 7,000 gallons-per-minute of water contaminated by
acid mine drainage flows through the site, which includes more
than 800 acres of surface mine pits.  BET Associates purchased it
in a bankruptcy sale in May 2010, shortly after DEP suspended
LCN's mining operations.  DEP issued 24 compliance orders to LCN
between 2008 and 2010 for numerous water quality violations and
for failing to properly reclaim the site.

As a condition of the permit, BET Associates will post bonds to
cover the full cost of reclaiming the site and to treat the acid
mine drainage.  The previous bonds LCN posted would have been
insufficient to reclaim the site and the state would have been
responsible for millions of dollars in remediation projects.  The
permit transfer relieves the state of the potential responsibility
of reclaiming the site.

Lehigh Coal & Navigation Co. -- http://www.lcncoal.com/-- has
been mining anthracite coal since the late 1700s, with 8,000 acres
of coal-producing properties.  Creditors filed an involuntary
Chapter 11 petition against the Company on July 15, 2008 (Bankr.
M.D. Penn. Case No. 08-51957).  The involuntary filing was the
third filed against the Company in less than four years.  Jeffrey
Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg and Ellers,
LLP, represents the petitioners.  The Debtor consented to being in
Chapter 11 in August 2008.  Lawrence G. McMichael, Esq., and
Jennifer L. Maleski, Esq., at Dilworth Paxson LLP, in
Philadelphia, represent the Debtor.


LEHMAN BROTHERS: Hearing on Pulsar Re Lawsuit Today
---------------------------------------------------
Marie Beaudette and Patrick Fitzgerald, writing for Dow Jones'
Daily Bankruptcy Review, report that Lehman Brothers Holdings Inc.
today will ask the New York bankruptcy court to throw out a $450
million lawsuit filed by an affiliate of Magnetar Capital LLC that
accused Lehman of moving funds from its reinsurance unit to other
parts of the failed investment bank through a repurchase
agreement.

As reported by Lehman Brothers Bankruptcy News in January 2011,
Pulsar Re, Magnetar's offshore insurance affiliate, filed a
lawsuit seeking imposition of a constructive trust against Lehman
Brothers Holdings Inc. and Lehman Commercial Paper Inc.  The move
came after the Lehman units allegedly misappropriated as much as
$450 million, which they allegedly pledged to their Bermuda-based
affiliate, Lehman Re Ltd.  The money serves as collateral for
Pulsar's reinsurance obligations to Lehman Re.

According to Lehman Brothers Bankruptcy News, Pulsar's lawyer,
Andrew McGaan, Esq., at Kirkland & Ellis LLP, in Chicago Illinois,
said the Lehman units misappropriated the funds as part of a plan
to provide financing to LBHI to improve its balance sheet by
moving illiquid assets to subsidiaries and other affiliates.  "The
Pulsar cash collateral is not part of the Lehman estate and should
be placed in trust for Pulsar," Mr. McGaan says in a 16-page
complaint he filed with the U.S. Bankruptcy Court for the Southern
District of New York.

Meanwhile, DBR reports Lehman has said Pulsar Re is trying to
"leapfrog" over other creditors in its bankruptcy case by trying
to reclaim funds it had parked with Lehman's Bermuda reinsurance
company from Lehman's holding company and its commercial paper
unit.

DBR further reports Magnetar argued the repurchase deal swapped
its cash for "delinquent commercial loans secured by stalled,
incomplete and underfunded real estate developments," worth only
about $100 million.

According to DBR, Magnetar's reinsurance dealings with Lehman took
place in 2008, when it alleges "Lehman's abuse of repurchase
agreements . . . to create the false appearance of financial
health was rampant."  DBR relates the Magnetar insurance affiliate
said it fears its cash is in danger of being handed out to
creditors in Lehman's Chapter 11 case.

Magnetar, based in Evanston, Illinois, was founded in 2005 by Alec
Litowitz, a former trader at Citadel Investment Group.  Magnetar
was a major player in the market for mortgage-linked derivatives
during the boom years, according to DBR.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LENOX 126: Chapter 11 Filing Stops Delshah Foreclosure
------------------------------------------------------
The Real Deal Online reports that Delshah Capital was poised to
win at auction a pre-war, 33-unit Harlem apartment building
saddled with $14 million of debt, but was blocked last Thursday
when the owner filed for bankruptcy.  Staten Island-based real
estate investor Lorenzo De Luca, through his Lenox 126 Realty,
filed for Chapter 11 protection to block a foreclosure sale at the
apartment building at 321 Lenox Avenue in New York.  Mr. De Luca
paid $9.1 million for the building in 2006.  Mr. De Luca defaulted
on a $7.5 million loan from Chinatrust bank, which later sold the
first mortgage to Delshah.  In March, State Supreme Court Justice
Jane Solomon ordered the property be sold at auction.

Lenox 126 Realty LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 11-12275) in Manhattan on May 12, 2011.  Mark A. Frankel,
Esq., at Backenroth Frankel & Krinsky, LLP, in New York,
represents the Debtor.  In its schedules, the Debtor disclosed
$10,377,689 in assets and $14,718,905 in liabilities as of Chapter
11 filing.


LIFECARE HOLDINGS: Incurs $3.6-Mil. Net Loss in First Quarter
-------------------------------------------------------------
Lifecare Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $3.60 million on $94.92 million of net patient service
revenue for the three months ended March 31, 2011, compared with
net income of $5.53 million on $94.96 million of net patient
service revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$454.17 million in total assets, $469.25 million in total
liabilities, and a $15.08 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/QfMhV4

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

                           *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.


LOCKWOOD AUTO: Bankruptcy Court Says Trustee Can't Prove Fraud
--------------------------------------------------------------
WestLaw reports that the trustee of the Chapter 7 estate of a
corporation that had operated an automobile dealership failed to
satisfy his burden of showing that, in entering into a prepetition
transaction pursuant to which the debtor's principal borrowed
money from a bank, used that money to purchase certificates of
deposit in the debtor's name, and then pledged those CDs to bank
to secure her obligation on the loan, the principal had acted with
actual fraudulent intent, for purpose of artificially inflating
the dealership's assets and deceiving its floor plan financier.
Thus, the trustee could not set this pledge aside as an actually
fraudulent transfer.  While the debtor, on monthly statements that
it was required to submit to the floor plan financier, may not
have volunteered that its CDs were fully encumbered, it clearly
disclosed the pledged status of the CDs on consolidated financial
statements that floor plan financier had a contractual right to
freely access.  In re Lockwood Auto Group, Inc., --- B.R. ----,
2011 WL 1597956 (Bankr. W.D. Pa.).

Lockwood Auto Group, Inc., an auto dealer located in Girard, Pa.,
sought chapter 11 protection (Bankr. W.D. Pa. Case No. 05-13558)
on Oct. 3, 2005.  At the time of the filing, the Debtor estimated
its assets and debts at less than $10 million.  The Debtor's
chapter 11 case was converted to a chapter 7 liquidation
proceeding, and Richard W. Roeder serves as the Chapter 7 Trustee.

The Chapter 7 Trustee sued (Bankr. W.D. Pa. Adv. Pro. No. 06-1100)
to reverse a series of similar triangular transactions that
occurred between 2002 and 2005 among the Debtor, its principal
shareholder, and First National Bank of Pennsylvania.  The
transactions arose in the context of the Debtor's operation of a
dealership selling DaimlerChrysler Motors Corporation vehicles
which were financed through DaimlerChrysler Financial Services
North America, LLC.  In late 2002 and early 2003, Daimler became
concerned about the financial stability of the Debotr and entered
into a "Recapitalization Agreement" with the Debtor and its
shareholder that required additional capital to be invested into
the Company.  Mr. Roeder alleges that the transactions at issue
were done to make it appear that the Debtor had the necessary
additional capital to remain viable when it actually did not.

The Honorable Warren W. Bentz issued an opinion in 2007 (Doc. 32)
ruling in favor of the Chapter 7 Trustee on cross-motions for
summary judgment and requiring the Bank to turn over the proceeds
of the CD to the Trustee.  The Bank appealed to the District
Court.  One of the issues on appeal was whether the basis for the
2007 Opinion was Section 548(a)(1)(A) (actual intent to hinder
defraud or delay), or Section 548(a)(1)(B) (constructive fraud).
The District Court reversed in an Opinion (Doc. 56) dated March
20, 2008.  The District Court found that the 2007 Opinion was
premised on constructive fraud.  It then went on to hold that
Judge Bentz had erred in determining that the had not given
reasonably equivalent value in exchange for the pledge of the CDs,
finding instead, that the Debtor had received an "indirect
benefit" in exchange for its pledge of the CDs to the Bank.  Since
proving a "constructive fraudulent transfer" under Section
548(a)(1)(B) requires that there be no equivalent value, the
District Court found that the facts in this case do not support
such a claim.  However, that was not the end of the matter.

The District Court also noted that during the course of the
litigation the Trustee had articulated several other possible
theories to support recovery of the CD proceeds from the Bank,
including actual fraud under Section 548(a)(1)(A) and equitable
subordination. The District Court therefore remanded this matter
to this Court for consideration of those alternative theories.
After the remand, the Trustee was given leave to file an amended
complaint.

On Sept. 16, 2008, the Trustee filed his Amended Complaint (Doc.
69).  The Amended Complaint sets forth three counts: Count I
(fraudulent transfer (actual fraud) under the Pennsylvania Uniform
Fraudulent Transfer Act Law, 12 Pa.C.S.A. Sec. 5101, et. seq.),
Count II (fraudulent transfer (actual fraud) under Section
548(a)(1)(A)), and Count III (equitable subordination under 11
U.S.C.Sec. 510).  The Defendants answered the Amended Complaint,
and thereafter, the Parties engaged in discovery.

On June 22, 2009, the Bank filed its motion for summary judgment.
The Honorable Thomas P. Agresti says factual issues preclude
resolving this dispute on summary judgment and tells the parties
to prepare for trial.


MADISON HOTEL: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Madison Hotel Owners, LLC.
        440 West 41st Street
        New York, NY 10036

Bankruptcy Case No.: 11-12334

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Scheduled Assets: $7,750,000

Scheduled Debts: $9,340,000

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-12334.pdf

The petition was signed by Benzion Suky, managing member of 62
Madison Partners, LLC, manager.


MAJESTIC CAPITAL: Files New List of 20 Largest Unsecured Creditors
------------------------------------------------------------------
Majestic Capital, Ltd., et al., on May 11, 2011, filed with the
U.S. Bankruptcy Court for the Southern District of New York, an
amended list of its largest unsecured creditors, disclosing:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Bank of New York Trust         Guarantee          $40,939,261
Co., N.A.
600 Travis Street, 50th Floor
ATT CRM USA Holdings Trust
Houston, TX 77002

Kramer Levin Naftalis &                                  $550,474
Fankel
Attn: Peter Kolevzon
1177 Avenue of the Americas
New York, NY 10036

Lankler Siffert & Wohl, LLP                              $189,474

Appleby Service, Ltd.                                    $142,864

Georgeson, Inc.                                           $23,201

Wichler & Gobetz, PC                                      $11,067

Johnson & Lambert & Co., LLP                              $10,685

Shareholder.com                                            $4,580

Pure Compliance                                            $4,834

Richards Layton & Finger                                   $2,834

Computershare                                              $2,510

Sollium Capital                                            $1,604

CCG                                                        $1,500

The Network                                                $1,025

Clayman & Rosenberg                                          $600

Locke Lord Bissell & Liddell                                 $423

The Tirado Group, LLC                                        $376

NYS Workers' Compensation                                 Unknown
Board

Healthcare Industry Trust                                 Unknown
of NY

Contractors Access Program                                Unknown

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.


MANTECH INT'L: Moody's Lowers Liquidity Rating to SGL-2
-------------------------------------------------------
Moody's Investors Service has lowered the speculative grade
liquidity rating for ManTech International Corporation to SGL-2
from SGL-1. The revised liquidity rating stems principally from
the near-term (April 2012) expiry of ManTech's revolving credit
facility. The company's commencement of an annual dividend (about
$31 million, paid semi-annually) also somewhat diminishes the
liquidity profile. All other ratings for the company, including
the Ba1 Corporate Family Rating and the Ba2 senior unsecured debt
rating remain unchanged, and the rating outlook remains stable.

The SGL-2 Speculative Grade Liquidity rating still denotes a
"good" (though no longer "very good") liquidity profile as
expected over the forward near-term rating horizon. We expect
about $130 million of next 12-month free cash flow after capital
spending and dividends. Working capital increases from higher
receivables have notably lessened operating cash flow in Q1-2011,
but ManTech states that the receivable levels should normalize in
Q2-2011, rendering low the need for potential revolver borrowings
to support working capital needs in coming quarters. The $350
million senior secured revolving credit facility had no borrowings
as of March 31, 2011 and minimal letters of credit utilization. As
of March 31, 2011 the company held cash on hand of $73 million.

The Ba1 corporate family rating continues to acknowledge the
company's growing scale, strong competitive position, sizeable
backlog and good free cash flow generation. The company's
acquisition spending could require new borrowing but debt-to-
EBITDA should remain below 2.5x on a Moody's-adjusted basis
(including lease adjustments). Potential for contractor rate
declines as U.S. defense outlays tighten with greater fiscal
austerity, along with key-man risk considerations, continue to
constrain the rating.

   -- Corporate Family Rating, Ba1

   -- Probability of Default Rating, Ba1

   -- $200 million of Guaranteed Senior Unsecured Notes due 2018,
      Ba2 LGD4 (to 66% from 68%)

   -- Speculative Grade Liquidity Rating, to SGL-2 from SGL-1

Rating Outlook, Stable

The principal methodology used in rating ManTech International
Corporation was Moody's Global Aerospace and Defense Industry
Methodology, published June 2010. Other methodologies used include
Loss Given Default for Speculative Grade Issuers in the US,
Canada, and EMEA, published June 2009.

ManTech International Corporation, headquartered in Fairfax, VA,
is a technology service provider for the defense and intelligence
communities and other branches of the federal government. Revenues
in 2010 were approximately $2.6 billion.


MEDSCI DIAGNOSTICS: Has Okay to Hire MRW as Forensic Accountant
---------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte Inclan granted Medsci
Diagnostics Inc. permission to employ Luis O. Rivera, CPA, CPE,
CFF, at MRW Consulting Group LLP as forensic accounting expert.

The Troubled Company Reporter on April 11, 2011, reported the
terms of MRW Consulting's retention.  The firm will perform
specific investigation of tracing transactions and conducting
forensic accounting work, calculating losses, damages, and other
consulting services in connection with DIP's contract with the
State Insurance Fund.  Mr. Rivera, CPA, will charge $250 per hour
for the engagement.

                     About MedSci Diagnostics

San Juan, Puerto Rico-based MedSci Diagnostics, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No.
10-04961) on June 6, 2010.  Edgardo Munoz, Esq., at Edgardo Munoz,
PSC, assists the Debtor in its restructuring effort.  The Company
disclosed $57,900,732 in total assets and $6,770,211 in total
debts in its schedules.


MERCATOR PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mercator Properties Inc.
        230 Mohawk Rd.
        Clermont, FL, FL 34715

Bankruptcy Case No.: 11-07380

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Jeffrey Ainsworth, Esq.
                  MANGUM & ASSOCIATES PA
                  5100 Hwy 17-92, Suite 300
                  Casselberry, FL 32707
                  Tel: (407) 478-1555
                  Fax: (407) 478-1552
                  E-mail: jeff@mangum-law.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-07380.pdf

The petition was signed by Joseph Zagame, Jr., vice president.


MERIT GROUP: Seeks Bankruptcy Protection in South Carolina
----------------------------------------------------------
The Merit Group, Inc., and six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Lead Case No.
11-03216).

South Carolina-based Merit Group serves as one of the leading
paint sundries distributors in the United States.  It also serves
markets in Mexico, the Caribbean Islands, Central America and
South America.  Revenues were approximately $200 million for 2010.

Merit owes $51.2 million to secured lender Regions Bank.  It also
owes $2.5 million to shareholders.  Merit also has $37 million in
unsecured trade debt.

Mitchell T. Jolley, chief executive officer and president of the
Merit Group, relates, "After The Merit Group, Inc. acquired Five
Star Products, Inc. in January 2010, the companies spent far more
than anticipated for the consolidation of warehouses and the
integration of the organizations, which put substantial stress on
the Debtors' liquidity.  As a result of these liquidity problems
the Debtors have been unable to purchase goods at normal levels
and the lower inventory levels have resulted in declining sales,
which only exacerbated the liquidity problems."

The Debtors have evaluated numerous strategies for resolution of
their liquidity difficulties, including potential financial
restructuring, cost containment programs and a sale of the
company.  Notwithstanding these efforts, the Debtors have been
unable to resolve their liquidity problems to date, according to
Mr. Jolley.

"In view of these circumstances, the Debtors have determined that
commencement of these Chapter 11 cases is necessary and
appropriate at this time to stabilize operations, allow the
Debtors to borrow under the proposed debtor-in-possession loan,
purchase inventory and otherwise operate their business."

The Debtors say that in order to continue to operate their
business and safeguard the assets for reorganization or potential
sale of the assets, it is necessary that they obtain debtor-in-
possession financing.


MERIT GROUP: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Merit Group, Inc.
        fka Lancaster Distributing Company
            Lancaster Paint Sundries, Inc.
        1310 Union Street
        Spartanburg, SC 29302

Bankruptcy Case No.: 11-03216

Chapter 11 Petition Date: May 17, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Michael M. Beal, Esq.
                  MCNAIR LAW FIRM, PA
                  1221 Main Street, Suite 1800
                  P.O. Box 11390
                  Columbia, SC 29211
                  Tel: (803) 799-9800
                  Fax: (803) 753-3278
                  E-mail: mbeal@mcnair.net

Debtor's
Claims,
Noticing and
Balloting Agent:  KURTZMAN CARSON CONSULTANTS LLC

Debtor's
Restructuring
Consultants:      ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtor's
Investment
Bankers:          MORGAN JOSEPH TRIARTISAN LLC

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Mitchell T. Jolley, chief executive
officer/president.

Affiliates that sought Chapter 11 protection on May 17, 2011:

  Debtor                              Case No.
  ------                              --------
Merit Transportation, Inc.            11-03217
Merit Paint Sundries, LLC             11-03218
Merit Supply Company, LLC             11-03219
Merit Pro Finishing Tools, LLC        11-03220
Five Star Products, Inc.              11-03221
Five Star Group, Inc.                 11-03222

Debtor's List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Rust Oleum Corporation             Trade                $3,224,914
P.O. Box 931946
Cleveland, OH 44193

DAP                                Trade                $2,289,759
National City Bank
P.O. Box 951252
Cleveland, OH 44193

MINWAX                             Trade                $1,874,837
P.O. Box 198042
Atlanta, GA 30384

Wooster                            Trade                $1,378,589
604 Madison Avenue
P.O. Box 6010
Wooster, OH 44691

3M MST6980(WC)                     Trade                $1,242,918
P.O. Box 200715
Dallas, TX 75320

Masterchem Industries Inc.         Trade                $1,207,636
P.O. Box 932526
Atlanta, GA 31193

Duckback Acquisition Corp.         Trade                $1,181,485
Dept. 33533
P.O. Box 39000
San Francisco, CA 94139

Tianjin Jinmao Group Co Ltd        Trade                  $887,821
Wangzhuang Industrial Park
Beichen District Tianjin
Tianjin, CN 300400

Packing Service Co.                Trade                  $783,177
P.O. Box 671530
Dallas, TX 75267

Old Masters                        Trade                  $729,211
303 19th Street SE
P.O. Box 286
Orange City, IA 51041

Craig Fletcher                     Other                  $700,000
1 Lost Valley Court
Heath, TX 75032

Dennis Fletcher                    Other                  $700,000
28822 Saddle Oak
Montgomery, TX 77356

Richard Sauve                      Other                  $600,000
243 Riddell Lane
Alameda, CA 94502

Primrose Plastics                  Trade                  $526,077
P.O. Box 32174
Hartford, CT 06150

WM BARR                            Trade                  $496,465
Dept 1855
P.O. Box 2153
Birmingham, AL 35287

Penofin Performance Coating Inc.   Trade                  $493,899
P.O. Box 1569
Ukaih, CA 95482

Intertape Polymer Corp.            Trade                  $450,697
P.O. Box 67000
Detroit, MI 48267

Purdy Corporation                  Trade                  $427,756
P.O. Box 403593
Atlanta, GA 30384

Modern Masters                     Trade                  $420,032
P.O. Box 92245
Cleveland, OH 44193

Ace Oldfields                      Trade                  $414,555
Jl. Raya Cileungsi Jonggol
KM 22.5
Cileungsi Bogor West, WJ 16100

Sashco                             Trade                  $413,363
10300 E. 107th Place
Brighton, CO 80601

Unigroup Worldwide                 Trade                  $390,694
22524 Network Place
Chicago, IL 60673

Henkel Corp Consumer Adhesives     Trade                  $377,982
15805 Collections Center Drive
Chicago, IL 60693

Homax                              Trade                  $332,997
Dept. 2070
Denver, CO 80291

Milazzo Industries                 Trade                  $331,355
1609 River Road
Pittston, PA 18640

Val-Test Sundries                  Trade                  $323,373
2400 Hassell Road, Suite 370
Hoffman Estates, IL 60169

Shurtape                           Trade                  $317,430
P.O. Box 100322
Atlanta, GA 30384

Shur-Line Inc.                     Trade                  $305,615
75 Remittance Drive, Suite 1167
Chicago, IL 60675

Lenox                              Trade                  $293,810
75 Remittance Drive, Suite 1167
Chicago, IL 60675

Gaco Western Inc.                  Trade                  $281,823
P.O. Box 9827
Seattle, WA 98109


METROPARK USA: Liquidators to Complete GOB Sales by June 30
-----------------------------------------------------------
Gordon Brothers Retail Partners LLC and Hilco Merchant Resources
LLC are to complete the going out of business sale of Metropark
USA Inc.'s assets and vacate each closing store's premises by
June 30, 2011.  The liquidators won the right to conduct closing
sales of the Debtor's retail stores earlier this month.

On May 3, 2011, one day after filing for bankruptcy, the Debtor
held an auction to test a stalking horse bid from a joint venture
comprised of SB Capital Group, LLC and Tiger Capital Group, LLC.
The Debtor determined that the tandem of Gordon Brothers and Hilco
provided the highest and or otherwise best bid.

Pursuant to the stalking horse deal, SB and Tiger are entitled to
a $50,000 break-up fee as a result of the Debtor's closing the
transaction with a rival bidder.

Judge Robert D. Drain authorized the GOB sales amid objections
from parties-in-interest.

Pyramid Management Group, LLC, managing agent for EklecCo NewCo,
LLC and Pyramid Walden Company, L.P., and Inland Southwest
Management LLC, managing agent for SLTS Grand Avenue II, L.P.,
complained of insufficient notice of the sale and the lack of due
process.  They asked the Court to condition any relief on the
Debtor's payment of May 2011 postpetition rent to the Landlords.
The Landlords also object to the Debtor's Motion because its
proposed course of action fails to provide sufficient restrictions
on the sales to protect the Landlords' interests.

Pyramid et al. lease non-residential real property to the Debtor
under unexpired leases for premises located at Palisades Center,
West Nyack, NY; Walden Galleria, Buffalo, NY, and Southlake Town
Square Phase II, Southlake, Texas.

GGP Limited Partnership, which leases non-residential real
property under 18 lease agreements, also argued that the sale
guidelines violate the terms of the leases and adversely impact
bargained-for rights of the Landlords in a manner that will cause
irreparable harm.

Attorneys for Pyramid and Inland are:

          Kevin M. Newman, Esq.
          MENTER, RUDIN & TRIVELPIECE, P.C.
          308 Maltbie Street, Suite 200
          Syracuse, NY 13204-1498
          Tel: (315) 474-7541
          Fax: (315) 474-4040
          E-mail: knewman@menterlaw.com

GGP is represented in the case by:

         Brad Eric Scheler, Esq.
         Bonnie Steingart, Esq.
         Peter B. Siroka, Esq.
         FRIED FRANK HARRIS SHRIVER & JACOBSON LLP
         One New York Plaza
         New York, NY 10004
         Tel: 212-859-8000
         Fax: 212-859-4000
         E-mail: brad.eric.scheler@friedfrank.com
                 bonnie.steingart@friedfrank.com
                 peter.siroka@friedfrank.com

Hilco and Gordon Brothers are represented by Annie Wells, Esq. --
awells@morganlewis.com -- at Morgan Lewis & Bockius LLP.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at
Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel.
CRG Partners Group, LLC, is the Debtor's financial advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.

An Official Committee of Unsecured Creditors has not yet been
appointed in the case.

Wells Fargo Bank, National Association, successor by merger to
Wells Fargo Retail Finance, LLC, as administrative agent and
collateral agent to the Debtor's prepetition lenders, is
represented by Donald E. Rothman, Esq. -- drothman@riemerlaw.com
-- at Riemer & Braunstein LLP.


METROPARK USA: To Incur $2.26MM on GOB Sales, Bankruptcy
--------------------------------------------------------
Metropark USA Inc. projects to incur $2.26 million in total costs
to run its going-out-of-business sales as well as run its Chapter
11 bankruptcy, according to a five-week budget for the period
ending June 4, 2011.  The Debtor expects cash receipts, including
from the GOB sales, to total $4.4 million.  The Debtor started
with the five-week period with $160,279 in cash and expects to end
with $2.3 million in cash.

The budget was filed in Court in support of the Debtor's request
to use cash collateral securing its obligations to its lenders.
As reported by the Troubled Company Reporter on May 18, 2011, the
Bankruptcy Court granted it permission, on an interim basis, to
use cash collateral of Wells Fargo Bank NA.  The Debtor and the
Prepetition Senior Secured Parties maintain that Wells Fargo, for
the ratable benefit of the Prepetition Senior Secured Parties,
holds valid, enforceable, and allowable claims against the Debtor,
as of the Petition Date, in an aggregate amount equal to at least
$2,555,353.12 (inclusive of $618,840.60 of letters of credit),
plus any and all interest, fees and costs, under an April 2008
credit agreement.

Metropark was also party to a March 2011 Note Purchase Agreement
with Bricoleur Capital Partners, LP, as second lien agent, on
behalf of itself and the lenders.  As of the Petition Date, the
balance owed under the Prepetition Subordinated Credit Agreement
was $825,000.

A final hearing on the motion will be held on May 23, 2011, at
10:00 a.m.  Objections, if any, to the motion, must be filed and
served no later than May 18, 2011, at 4:00 p.m.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at
Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel.
CRG Partners Group, LLC, is the Debtor's financial advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.

An Official Committee of Unsecured Creditors has not yet been
appointed in the case.

Wells Fargo Bank, National Association, successor by merger to
Wells Fargo Retail Finance, LLC, as administrative agent and
collateral agent to the Debtor's prepetition lenders, is
represented by Donald E. Rothman, Esq. -- drothman@riemerlaw.com
-- at Riemer & Braunstein LLP.


MOBILITIE INVESTMENTS: S&P Assigns Prelim. 'BB-' Corp. Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Newport Beach, Calif.-based wireless
tower operator Mobilitie Investments II LLC (Mobilitie II). The
outlook is stable.

"We have also assigned a preliminary 'BB-' issue-level rating and
a preliminary '1' recovery rating to the company's $415 million in
combined senior secured credit facilities, including a $240
million term loan, a $150 million delayed draw term loan, and a
$25 million revolving credit facility," S&P stated.

"The ratings on Mobilitie Investments II LLC reflect the company's
highly leveraged financial profile," said Standard & Poor's credit
analyst Catherine Cosentino, "including expectations for free
operating cash flow deficits and leverage, including our
adjustments for operating leases, approaching 10x as
of the end of 2011." The ratings assume EBITDA growth but also
increased debt from the delayed draw term loan, and adjusted
leverage continuing to exceed 8x over the next few years.

"These factors overshadow its satisfactory business profile as a
wireless tower operator with long-term tenant contracts,
predictable cash flows, and attractive EBITDA margins in excess of
40%," added Ms. Cosentino.


MOBILITIE INVESTMENTS: S&P Assigns Prelim. 'BB-' Corp. Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Newport Beach, Calif.-based wireless
tower operator Mobilitie Investments II LLC (Mobilitie II). The
outlook is stable.

"We have also assigned a preliminary 'BB-' issue-level rating and
a preliminary '1' recovery rating to the company's $415 million in
combined senior secured credit facilities, including a $240
million term loan, a $150 million delayed draw term loan, and a
$25 million revolving credit facility," S&P stated.

"The ratings on Mobilitie Investments II LLC reflect the company's
highly leveraged financial profile," said Standard & Poor's credit
analyst Catherine Cosentino, "including expectations for free
operating cash flow deficits and leverage, including our
adjustments for operating leases, approaching 10x as
of the end of 2011." The ratings assume EBITDA growth but also
increased debt from the delayed draw term loan, and adjusted
leverage continuing to exceed 8x over the next few years.

"These factors overshadow its satisfactory business profile as a
wireless tower operator with long-term tenant contracts,
predictable cash flows, and attractive EBITDA margins in excess of
40%," added Ms. Cosentino.


MOMENTIVE PERFORMANCE: Incurs $3 Million Net Loss in April 3 Qtr.
-----------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $3 million on $660 million of net
sales for the fiscal three-month period ended April 3, 2011,
compared with a net loss of $3 million on $605 million of net
sales for the fiscal three-month period ended March 28, 2010.

The Company's balance sheet at April 3, 2011, showed $3.36 billion
in total assets, $3.99 billion in total liabilities, and a
$624 million total deficit.

"Our first quarter 2011 results reflect the steady progress in
improving our specialty product mix and operating leverage from
our improved cost structure," said Craig O. Morrison, Chairman and
CEO.  "We were pleased with our top-line growth, which helped
drive a 16 percent increase in operating income in the first
quarter of 2011 compared to the prior year.  Sales for our
Silicones segment were positively impacted on a year-over-year
basis by stronger demand in the electronics, automotive,
agriculture and industrial markets, while our Quartz business
posted record results due to robust demand in the semiconductor
and ceramics application market.  While raw material inflation
continues, we have made good progress with the pricing actions we
announced late in 2010, which is evident in our sequential margin
improvement compared to the fourth quarter of 2010.  We have also
announced additional pricing actions for certain products in the
second quarter of 2011 in response to these headwinds."

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/3Ylr3N

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MOMENTIVE SPECIALTY: Reports $63-Mil. Net Income in March 31 Qtr.
-----------------------------------------------------------------
Momentive Specialty Chemicals, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting net income of $63 million on $1.36 billion of net
sales for the three months ended March 31, 2011, compared with a
net loss of $7 million on $1.09 billion of net sales for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.32 billion in total assets, $5.25 billion in total liabilities,
and a $1.93 billion total deficit.

"Strong performances in our specialty products, including oilfield
proppants and VersaticTM Acids and Derivatives, as well as
continued year-over-year gains in our base epoxy resins drove the
significant increase in sales and Segment EBITDA in the first
quarter of 2011 compared to the prior year," said Craig O.
Morrison, Chairman, President and CEO.  "First quarter 2011
Segment EBITDA reached the second highest quarter for the Company
on record.  We also benefited from positive mix and a leaner cost
structure as volumes rose approximately 8 percent while Segment
EBITDA increased 55 percent in the first quarter of 2011 versus
the prior year.  Due to our continued pricing actions, we gained
ground against the rapid rise in raw materials that began late
last year as our Segment EBITDA margins improved sequentially
versus year-end 2010.  We also continue to pursue a number of
pricing actions as a result of the ongoing raw material
inflationary trends."

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/OwIFTr

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MONTEBELLO, CA: Hires Larry Kosmont as Real Estate Consultant
-------------------------------------------------------------
The Los Angeles Times reports that city leaders in Montebello have
approved a six-month contract with a real estate consultant to
help the city climb out of its financial mess.

The L.A. Times relates that the council voted on May 11 to
contract with Larry Kosmont at $25,000 a month to serve as
Montebello's interim city administrator.  Under the agreement,
says The L.A. Times, Kosmont and a consultant with his firm, David
Biggs, will share the duties of top administrator of the city and
redevelopment agency.

According to The L.A. Times, the council also approved a plan to
substantially reduce the $16.8 million the city's general fund
owes to its redevelopment agency under a controversial loan
agreement approved last year.

The L.A. Times says the loan is the subject of a lawsuit by Ara
Sevacherian, the former owner of a local car dealership, who
contends that it was illegal.  Ms. Sevacherian, according to The
L.A. Times, is also suing the city for breach of contract over a
$3.2-million property purchase an outgoing council approved in
2009 and the new council rescinded.

The L.A. Times adds that the council also voted to offset $13.5
million of the loan by prepaying annual payments the redevelopment
agency has been making to the city to cover its debt service on
some of its bonds.  The remaining $3.3 million owed by the general
fund to the redevelopment agency must be paid by June 30, LA Times
notes.

As reported in the Troubled Company Reporter on April 26, 2011,
The Los Angeles Times said that Montebello, California, faces
possible insolvency in the coming months if it cannot close a
gaping budget deficit and has consulted with bankruptcy attorneys
to weigh available options, according to a memo obtained by The
Times.

The L.A. Times said the memo was written in April to the City
Council by Montebello's departing city manager, Peter Cosentini.
According to LA Times, the memo said the city could face the
potential of "bond default or other difficulties" if it does not
repay the $17 million it borrowed from its redevelopment agency by
June 30.

The L.A. Times noted the city is struggling with cash flow.  The
memo said if the city cannot get a loan by September, "the
functions of local government [could] shut down."


MUNICIPAL MORTGAGE: Incurs $16.5-Mil. First Quarter Net Loss
------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $16.52 million on $21.86 million of total
interest income for the three months ended March 31, 2011,
compared with a net loss of $21.39 million on $23.26 million of
total interest income for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $1.97
billion in total assets, $1.28 billion in total liabilities and
$683.26 million in total equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/do823F

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.


MXENERGY HOLDINGS: To be Acquired by Constellation Energy
---------------------------------------------------------
MXenergy has reached an agreement to be acquired by Constellation
Energy.  Constellation, a major Baltimore-based energy company
with over 12,000 megawatts of electric generating capacity and a
large wholesale marketing business, will purchase MXenergy in an
all-cash transaction.  The Board of Directors of MXenergy and key
shareholders Denham Capital Management LP, Charterhouse Group LLC
and Sempra Energy Trading LLC are fully supportive of the
transaction.

"I am excited and energized by the combination of these two great
companies" said Jeffrey Mayer, President and CEO of MXenergy.
"For over 12 years MXenergy has provided customers with
competitive rates and superb customer service, and Constellation
is determined to offer customers the same value propositions," he
said.

Subject to shareholder and regulatory approvals, Constellation
will purchase 100% of the equity of MXenergy, which is currently
owned by a number of large institutional investors and others.
Denham and Charterhouse each provided substantial support to
MXenergy in its early years.

The total base purchase price of the transaction is $175 million.
Shareholders can expect to receive between $3.00 and $3.28 per
share in cash at closing, currently expected to occur early in the
third calendar quarter.  Additional payments of up to $.91 per
share may be paid to shareholders upon settlement of customary
escrow holdbacks, aggregating to total potential cash
consideration of up to $4.21 per share.  The final price per share
will be subject to a number of factors, including final working
capital balances and the amount escrowed contingency reserves
ultimately released.

In connection with the merger, MXenergy has agreed to pay in full
all amounts owed on outstanding Floating Rate Notes due 2011 and
will redeem any and all outstanding 13.25% Senior Subordinated
Notes due 2014 at a redemption price of 106.625% plus accrued
interest.  In addition, MXenergy, Constellation and Sempra Energy
Trading entered into a termination agreement under which MXenergy
agreed, subject to the closing of the merger, to pay just over $16
million in exchange for its Class B and Class C shares in MXenergy
as well as the termination of outstanding hedge agreements.
Sempra Energy Trading has provided supplier finance to pay
MXenergy since 2009 and voted in favor of the merger.

Constellation has announced its intention to expand its mass
market customer base to 1 million by the end of 2011.  Until now
the company has offered electric choice to residential customers
in Maryland, Washington, D.C., and parts of New Jersey and
Illinois.  The MXenergy acquisition will add over 500,000
customers in some 15 states and two provinces of Canada.

"MXenergy provides us with a broad platform that supplements our
growing retail business, particularly in the residential market,
at a time when customers are choosing energy suppliers in
significant numbers," said Mark Huston, head of Constellation's
retail business.

The definitive agreement was signed today by MXenergy and
Constellation, and the transaction is expected to close in the
third quarter, provided all necessary approvals have been
received.

"In merging with MXenergy, Constellation demonstrates its
continuing commitment to the retail energy business," said Chaitu
Parikh, executive vice president of MXenergy who will assume the
role of head of MXenergy on the closing date of the merger.
"Already a major supplier to large commercial and industrial
customers, Constellation sees MXenergy and its proven national
platform as an important vehicle for growth of its residential and
small to mid-market commercial supply business.  This is very
exciting news and a huge compliment to the business we have built
to date."

Founded in 1999, MXenergy has supplemented its retail energy sales
products with offerings of renewable energy products, carbon
offsets, and environmental educational programming through the
creation of MXenergy TV, an On Demand cable channel designed to
educate and inform on the issues of sustainability and green
living.

Constellation shares MXenergy's commitment to environmental
stewardship and a clean energy future by delivering innovative
energy solutions that help customers control energy use, reduce
greenhouse gas emissions and utilize sources of renewable energy.

BofA Merrill Lynch acted as financial adviser to MXenergy on the
transaction as well as on the replacement and termination of the
Sempra Energy Trading supply facility, and Duff & Phelps delivered
a fairness opinion to the MXenergy Board of Directors.

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

The Company's balance sheet at Dec. 31, 2010 showed
$229.45 million in total assets, $139.71 million in total
liabilities and $89.74 million in stockholders' equity.

MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD'
probability of default ratings from  Moody's Investors Service.


NCO GROUP: Incurs $43.3 Million Net Loss in First Quarter
---------------------------------------------------------
NCO Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $43.30 million on $374.72 million of total revenues for the
three months ended March 31, 2011, compared with a net loss of
$14.33 million on $423.57 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.19 billion in total assets, $1.15 billion in total liabilities,
and a $44.80 million in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/6Gkkoq

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.


NEFF RENTAL: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Miami, Fla.-based Neff Rental LLC. "At the same
time, we are assigning a 'B-' issue-level rating to the company's
notes with a recovery rating of '5'. The outlook is stable," S&P
related.

"The ratings on Neff reflect our assessment of the company's weak
business risk profile as a regional construction equipment rental
provider and its aggressively leveraged financial risk profile,"
said Standard & Poor's credit analyst John Sico. Neff is a
successor company to Neff Rental Inc., now owned by financial
sponsor Wayzata Investment Partners. Neff used the proceeds from
the new notes to repay its unrated asset-based loan (ABL) credit
facility and to fund a return of capital to the sponsor.

Neff operates mainly in the Sun Belt through about 63 locations in
14 states and focuses on earth-moving equipment. The highly
fragmented and competitive equipment rental industry is closely
tied to the construction spending cycle. Nonresidential
construction spending declined significantly during the recent
recession, seriously affecting Neff's operations. "Private
nonresidential construction spending declined by about 20% in 2009
and by 14% in 2010, and we expect it to continue to fall by about
3% in 2011, perhaps rising again by 2012. Rental and utilization
rates have declined significantly since 2008, although there are
some recent signs of recovery in rental rates -- evident
especially in Neff's earth-moving equipment rentals. We expect
Neff's operating margins to rebound from the low point in the
cycle," S&P stated.

The outlook is stable. "We could lower the ratings if Neff's
operating performance deteriorates or its cash flow generation
remains weak and its earnings prospects remain weak," said Mr.
Sico. "We could also lower the ratings if its minimum availability
under the ABL declines and the company violates, or appears to us
increasingly likely to violate, its financial maintenance
covenants."


NETWORK CN: Posts $821,900 Net Loss in First Quarter
----------------------------------------------------
Network CN Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $821,935 on $396,703 of revenue for the three months
ended March 31, 2011, compared with a net loss of $1.06 million on
$378,183 of revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$1.69 million in total assets, $5.90 million in total liabilities,
and a stockholders' deficit of $4.21 million.

As reported in the TCR on Mar 24, 2011, Baker Tilly Hong Kong
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred net losses of $2.60 million and
$37.38 million for the years ended Dec. 31, 2010, and 2009,
respectively.  As of Dec. 31, 2010, the Company recorded a
stockholders' deficit of $3.52 million.

A complete text of the Form 10-Q is available for free at:

                       http://is.gd/PzWbfX

Network CN Inc. (OTC QB: NWCN) -- http://www.ncnmedia.com/-- is
building a multi-media, multi-application out-of-home advertising
network in the key cities of China.  Network CN Inc. was
incorporated in the State of Delaware in 1993 and is headquartered
in Causeway Bay, Hong Kong.


NEWPAGE CORP: Incurs $88 Million Net Loss in First Quarter
----------------------------------------------------------
NewPage Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $88 million on $904 million of net sales for the first quarter
ended March 31, 2011, compared with a net loss of $175 million on
$817 million of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $3.50
billion in total assets, $4.24 billion in total liabilities and a
$746 million total deficit.

"Overall our mill operations ran very well during the first
quarter of 2011, and volume was in line with our seasonal
expectations.  We also saw continued price improvement in our core
paper products during the quarter," said George F. Martin,
president and chief executive officer for NewPage.  "Our business
also experienced significant increases in our input costs during
the first quarter of 2011 due to higher prices for wood, purchased
pulp, certain petroleum-based chemicals and transportation, and we
expect this trend to continue throughout 2011."

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/oOIOya

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended Dec. 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

The Company reported a net loss of $674 million on $3.59 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $318 million on $3.10 billion on net sales during the
prior year.

                           *     *     *

NewPage carries a 'CCC+' corporate credit rating from, with
negative outlook, from Standard & Poor's.  It has 'Caa1' long term
corporate family and probability of default ratings from Moody's.

Standard & Poor's Ratings Services in November 2010 revised its
recovery rating on NewPage Corp.'s senior secured first-lien notes
to '4' from '3'. "S&P believes that a '4' recovery more
appropriately conveys the risk that the company's postdefault
enterprise value may be affected by stresses more severe than what
S&P's analysis contemplates given the highly cyclical industry in
which NewPage operates," said Standard & Poor's credit analyst
Tobias Crabtree.


NEXSTAR BROADCASTING: Incurs $6.3-Mil. Net Loss in March 31 Qtr.
----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $6.31 million on $69.94 million of net
revenue for the three months ended March 31, 2011, compared with a
net loss of $3.67 million on $68.62 million of net revenue for the
same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$582.60 million in total assets, $763.79 million in total
liabilities, and a $181.19 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/BZ0tAp

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NO FEAR: Appoints George Blaco as Chief Restructuring Officer
-------------------------------------------------------------
No Fear Retail Stores, Inc., seeks permission from the U.S.
Bankruptcy Court for the Southern District of California to
appoint George Blanco of Avant Advisory Group as chief
restructuring officer.

During its retention, Avant Advisory employment will be limited
to:

   1. Reporting Relationship.  Avant will report directly to the
      Board of Directors of the company.

   2. Specific Services.  Avant will perform and complete the
      following services during the term of this agreement, as
      directed by the Board and in consultation and coordination
      with the Company's management team, legal counsel and
      financial advisors:

      a. perform a comprehensive study and analysis of the
         business, operations, capital structure, financial
         condition, projections (including cash flow and
         liquidity), and short and long-term prospects of No Fear
         Retail;

      b. assist No Fear Retail's management in the identification
         and execution of opportunities in the following area:
         cost reductions, operational improvements, working
         capital improvements, revenue improvements and management
         personal upgrades; and

      c. assist to develop possible restructuring plans, plans of
         Reorganization, or strategic alternatives for maximizing
         value of the Debtors, including maximizing the value of
         No Fear Retail's various business lines.

Avant Advisory will charge the Debtors' estates in accordance with
its customary hourly rates.  The firm's hourly rates are:

      Personnel                     Hourly Rate
      ---------                     ----------
      Managing Director             $395 to $495
      Principal Consultants         $350 to $395
      Consultant                    $250 to $350
      Para Professionals/Analysts   $200 to $250
      Administrative Staff           $75 to $100

                     About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

Simo Holdings Inc. disclosed that it had a 52% share in the
company.  That entity developed the No Fear brand and is mostly
owned by founding brothers Brian and Mark Simo, each of whom own
about 38% of the company.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


OJ GENERAL: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: OJ General Partnership
        2601 South Soto Street
        Vernon, CA 90058

Bankruptcy Case No.: 11-31147

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sandra R. Klein

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth St., Ste 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

Scheduled Assets: $1,651,650

Scheduled Debts: $4,143,762

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-31147.pdf

The petition was signed by Charles Miseroy, general partner.


OMNICITY CORP: Board Accepts Resignations of G. Dunn & P. Brock
---------------------------------------------------------------
Effective on Dec. 22, 2010, the Board of Directors of Omnicity,
Corp., accepted the resignation of Gregory Dunn as a Director of
the Company.

Effective April 15, 2011, the Board of Directors of the Company
accepted the resignation of Paul Brock as a Director of the
Company.

As a result of the Board of Director's acceptance of the
resignations of Mr. Dunn and Mr. Brock, the Company's current
officers and directors are as follows:

      Name                  Position
      ----                  --------
      Richard Beltzhoover   Chairman of the Board, Director
      Greg Jarman           Chief Executive Officer, Director
      Donald M. Prest       Chief Financial Officer, Director
      David Bradford        Chief Operating Officer, Director
      Richard H Reahard     Director
      William J. Herdrich   Director

                      About Omnicity Corp.

Based in Rushville, Indiana, Omnicity Corp. (OTC BB: OMCY) --
http://www.omnicitycorp.com/-- provides broadband access via
wireless and fiber infrastructure to business, government and
residential customers in rural markets in the Midwest.

                          *     *     *

Weaver & Martin LLC, in Kansas City, Mo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for fiscal 2009.  The independent
auditors noted that Company has suffered recurring losses and had
negative cash flows from operations.

The Company's balance sheet at Jan. 31, 2011, showed $5.75 million
in total assets, $7.85 million in total liabilities and a $2.09
million total stockholders' deficit.


OPTIMUMBANK HOLDINGS: Incurs $1.15-Mil. First Quarter Net Loss
--------------------------------------------------------------
OptimumBank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.15 million on $1.83 million of total interest
income for the three months ended March 31, 2011, compared with a
net loss of $3.10 million on $2.84 million of total interest
income for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $183.80
million in total assets, $182.12 million in total liabilities and
$1.67 million in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/WHb2TO

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

As reported by the TCR on April 20, 2011, Hacker, Johnson & Smith
PA, in Fort Lauderdale, Florida, noted that the Company's
operating and capital requirements, along with recurring losses
raise substantial doubt about its ability to continue as a going
concern.


OSI RESTAURANT: Reports $50.1-Mil. First Quarter Net Loss
---------------------------------------------------------
OSI Restaurant Partners, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
reported net income of $50.11 million on $1.00 billion of total
revenues for the three months ended March 31, 2011, compared with
net income of $1.27 million on $947.47 million of total revenues
for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.45
billion in total assets, $2.47 billion in total liabilities and a
$27.82 million total deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/xqYgCZ

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $2.48 billion
in total assets, $2.56 billion in total liabilities, and a
$77.93 million total deficit.


OVERLAND STORAGE: Incurs $3.36-Mil. Net Loss in Fiscal Q3
---------------------------------------------------------
Overland Storage reported a net loss of $3.36 million on $17.12
million of net revenue for the three months ended March 31, 2011,
compared with a net loss of $2.50 million $18.61 million of net
revenue for the same period during the prior year.  The Company
also reported a net loss of $10.77 million on $52.63 million of
net revenue for the nine months ended March 31, 2011, compared
with a net loss of $8.77 million on $58.36 million of net revenue
for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$48.50 million in total assets, $35.89 million in total
liabilities, and $12.61 million in shareholders' equity.

"We continue to successfully execute on our strategic plan to grow
sales of our higher margin branded products and services while
expanding our addressable market with new product introductions
and additional strategic channel partnerships worldwide," said
Eric Kelly, President and CEO of Overland Storage.  "Despite being
a seasonally weak quarter, gross margins in the third quarter were
up significantly year-over-year for the second consecutive
quarter.  Our continued positive momentum with our branded
products and the additional new products we expect to introduce
over the next few quarters give us strong confidence in our
business going forward."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/jF4H2E

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


PARK CENTRAL: Court Approves Greenberg Traurig as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Park Central Plaza 32 LLC to employ Greenberg Traurig LLP as
counsel.

Greenberg Traurig LLP will advise the Debtor of its rights and
obligations and performance of its duties during administration of
this Bankruptcy Case.

The firm will charge the Debtors based on the hourly rates of its
professionals:

   Professionals               Hourly Rates
   -------------               ------------
   Bob L. Olson, Esq.          $525
   Tom Kummer, Esq.            $525
   Kara Hendricks, Esq.        $375

   Designations                Hourly Rates
   ------------                ------------
   Shareholders                $335-$1,050
   Of Counsel/Special Counsel  $350-$900
   Associates                  $175-$565
   Legal Assistants/Paralegals $65-$310

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About Park Central

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  The Debtor estimated its assets and
debts at $10 million to $50 million.


PARK CENTRAL: Employs Matthew L. Johnson as Special Counsel
-----------------------------------------------------------
Park Central Plaza 32 LLC has sought and obtained authority from
the U.S. Bankruptcy Court for the District of Nevada to employ:

          Matthew L. Johnson, Esq.
          Matthew L. Johnson & Associates, P.C.
          8831 W. Sahara Avenue
          Las Vegas, Nevada 89177
          Tele: (702) 471-0065

as special counsel effective from April 19, 2011.  Mr. Johnson
will, among other things:

   (a). act as special counsel for the Debtor on discrete matters
        where Debtor's general counsel, Greenberg Traurig, has
        conflicts of interest;

   (b). act as special litigation counsel for the Debtor in the
        event of any litigation with or against Debtor's secured
        creditor METEJEMEI, LLC, which includes, but is not
        limited to instituting, prosecuting and defending any
        claim objection, adversary proceedings, contested matters
        or lawsuits arising from or related to this Bankruptcy;

   (c). act as special counsel for the Debtor and to assist the
        Debtor in various matters, at the request of Debtor
        and/or Greenberg Traurig. in other matters including:

        * Instituting, prosecuting or defending any claims
          objections, lawsuits, adversary proceedings and/or
          contested matters arising out of this bankruptcy
          proceeding in which Applicant may be a party;

        * Assisting in recovery and obtaining necessary Court
          approval for recovery and liquidation of estate
          assets, and to assist in protecting and preserving
          the same where necessary;

        * Assist bankruptcy counsel in preparation of a
          Disclosure statement and plan;

        * Assisting in the discovery of facts that may lead to
          a recovery for the estate, including but not limited
          to scheduling and taking depositions or examinations
          under Rule 2004; and

        * Advising Applicant and performing all other legal
          services for the Applicant which may be or become
          necessary in this bankruptcy proceeding.

Mr. Johnson charges $375.00 per hour for his services.

                        About Park Central

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  The Debtor estimated its assets and
debts at $10 million to $50 million.


PATRIOT NATIONAL: Incurs $8.98 Million Net Loss in First Quarter
----------------------------------------------------------------
Patriot National Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $8.98 million on $7.36 million of total interest and
dividend income for the three months ended March 31, 2011,
compared with a net loss of $3.13 million on $9.69 million of
total interest and dividend income for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$709.71 million in total assets, $651.52 million in total
liabilities, and $58.19 million in total shareholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/frUDQq

                  About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.

The Company reported a net loss of $15.40 million on
$35.61 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $23.88 million on
$42.97 million of total interest and dividend income during the
prior year.


PENZANCE CASCADES: Completes Biz Wind-up; Ch. 11 Case Dismissed
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York dismissed the Chapter 11 cases of
Penzance Cascades North, LLC and its affiliated debtors.

As reported in the Troubled Company Reporter on May 5, 2011, the
Debtors asked the Court to enter an order for an orderly dismissal
of their cases and for payment of all claims paid in full.

The Debtors related that they have completed the winding-up of
their respective business affairs and have fully liquidated their
assets.

On April 1, the Debtors consummated the sale of substantially all
of their assets to an affiliated, non-debtor entity.  The proceeds
from the sale enabled the Debtors to concurrently satisfy in full
their existing mortgage loan, in the principal amount of
$107 million, as contemplated by the Sale Order.

The Debtors' sole remaining assets are $3,400,000 in cash
deposited in a segregated bank account maintained by the Debtors,
which will be used to satisfy all remaining claims against the
Debtors, including administrative claims, priority claims, general
unsecured claims, and the fees of the U.S. Trustee for Region 3.
The Wind Down Funds are more than sufficient to pay all of the
Debtors' remaining obligations in full.

                     About Penzance Cascades

Penzance Cascades North LLC, along with affiliates, filed for
bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-16643).  The affiliates that filed are Penzance Cascades West
LLC (Bankr. S.D.N.Y. Case No. 10-16644), Penzance Parkridge Two,
LLC (Case No. 10-16645) and Penzance Parkridge Five, LLC (Case No.
10-16646).

The Penzance entities own office buildings in Reston, Virginia.
They filed Chapter 11 petitions on Dec. 15, 2010, to head off
foreclosure the next day.  The properties, whose ultimate owner is
a fund managed by Garrison Investment Group, owe $107 million on a
mortgage where $67.5 million of the debt is now held in a
securitization.

Penzance Cascades North, owner of a five-story building in Reston,
Virginia, estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.

Harvey A. Strickon, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in New York, serves as counsel to the Debtors.


PERRINVILLE PROPERTIES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Perrinville Properties, LLC
        3115 Douglas Court SW
        Issaquah, WA 98027

Bankruptcy Case No.: 11-15772

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Michael M. Yahng, Esq.
                  CORNERSTONE LAW OFFICE
                  30810 Pacific Highway South
                  Federal Way, WA 98003
                  Tel: (253) 946-9428
                  E-mail: cornerstonelaws@hotmail.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wawb11-15772.pdf

The petition was signed by Yong Soo Park, member.


PETROHAWK ENERGY: Moody's Rates Senior Notes 'B3'
-------------------------------------------------
Moody's Investors Service assigned a B3 (LGD4, 67%) rating to
PetroHawk Energy Corporation's (PetroHawk) proposed senior
unsecured note offering. The outlook is stable.

RATINGS RATIONALE

Proceeds from the notes offering will be used to fund a portion of
the company's $2.825 billion budget in 2011 with the remainder
funded with internally generated cash flow, asset sales proceeds,
and borrowings under a $2 billion secured revolving credit
facility. On May 4, 2011 PetroHawk announced an agreement to sell
midstream assets in the Haynesville Shale and Eagle Ford Shale
areas for $920 million. The sale is expected to close on or about
July 1, 2011.

"PetroHawk has the scale that could support a higher rating,
however its aggressive growth plans and utilization of debt to
finance much of its growth justifies the company's B2 Corporate
Family Rating," said Stuart Miller, Moody's Vice President.

The ratio of debt to proved developed reserves is expected to
remain over $14 per BOE, a reflection of the company's recent
decision to expand into the Permian Basin. PetroHawk's strategy to
create a new core area in a traditional oil play may be credit
positive in the long run, however initially it will require
significant capital resources and we expect leverage to remain
elevated and possibly increase. When the company turns its focus
to developing its proved undeveloped reserve base, we would expect
the leverage ratio to begin to improve given PetroHawk's low
finding and development cost figure of about $10 per BOE. A move
in this direction could be the impetus to consider taking a
positive action.

Despite the announced midstream asset sale, PetroHawk will
continue to have considerable midstream operations which is credit
accretive. These assets tend to generate a stable source of cash
flow. PetroHawk is expected to continue to invest in midstream
assets - $250 million has been budgeted for 2011 -- especially in
the Eagle Ford Shale area of South Texas to ensure its production
can get to market. The recent monetization of a 25% interest in
its Eagle Ford midstream assets as part of the sales package is
likely an indication that further sell downs will occur in the
future. Therefore, Petrohawk's midstream assets are viewed as a
complimentary source of cash flow that could be monetized in the
future to fund the development of its proved undeveloped reserve
position.

A positive rating/outlook action would be considered when leverage
on proved developed reserves approaches $12 per BOE and when the
company moderates its aggressive growth strategy, reducing its
reliance on new debt financing.

The principal methodology used in rating PetroHawk was the Global
Exploration and Production (E&P) Industry Methodology, published
December 2008.  Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

PetroHawk Energy Corporation is headquartered in Houston, Texas.


PETROHAWK ENERGY: S&P Assigns 'B+' Rating to Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
and '5' recovery ratings to Petrohawk Energy Corp.'s proposed
senior unsecured notes due 2019. "The '5' recovery rating on these
notes indicates our expectation of modest (10% to 30%) recovery in
a payment default. Petrohawk will use proceeds from the new
notes to repay borrowings outstanding under its revolving credit
facility and general corporate purposes," S&P related.

The corporate credit rating on independent exploration and
production company Petrohawk is 'BB-' and the outlook is stable.
Ratings on the company reflect Standard & Poor's expectations of
high levels of capital spending in excess of organic cash flows in
2011, a weak near-term outlook for natural gas prices, and an
aggressive financial risk profile. The ratings also take into
account healthy production and reserve growth, significantly
hedged production, and the likelihood of ample liquidity to fund
expected 2011 cash flow deficits.


PETROHUNTER ENERGY: Incurs $1.28MM Net Loss in March 31 Qtr.
------------------------------------------------------------
Petrohunter Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.28 million for the three months ended March 31,
2011, compared with a net los of $2.12 million for the same period
a year ago.  The Company also reported a net loss of $2.68 million
for the six months ended March 31, 2011, compared with a net loss
of $4.03 million for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $1.48
million in total assets, $66.33 million in total liabilities and a
64.84 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/VJ5Srh

                      About PetroHunter Energy

Denver, Colo.-based PetroHunter Energy Corporation is an oil and
gas exploration company.  The Company currently owns oil and gas
leasehold interests either directly or through an equity
investment in Australia (Beetaloo Basin) and in Western Colorado
(Piceance Basin).

As reported in the Troubled Company Reporter on Dec. 28, 2010,
Eide Bailly LLP, in Greenwood Village, Colo., expressed
substantial doubt about PetroHunter Energy's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Sept. 30, 2010.  The independent auditors noted that
the Company has an accumulated deficit of $286.0 million and net
loss of $6.8 million for the year ending Sept. 30, 2010, and
as of that date, has a working capital deficit of $11.3 million.


PHD TECHNOLOGIES: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: PHD Technologies, LLC
        4505 Prosperity Drive
        Fort Pierce, FL 34981

Bankruptcy Case No.: 11-23276

Chapter 11 Petition Date: May 15, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Brad Culverhouse, Esq.
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  E-mail: bradculverhouselaw@gmail.com

Estimated Assets: $100,001 to $500,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-23276.pdf

The petition was signed by Thomas Kevin Mulvey, manager.


PHILADELPHIA ORCHESTRA: Affiliate Taps Archer & Freiner as Counsel
------------------------------------------------------------------
Encore Series, Inc., a debtor-affiliate of The Philadelphia
Orchestra Association, asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for permission to employ Archer &
Freiner, P.C., as its bankruptcy counsel.

Archer will be representing the Encore Debtor in the bankruptcy
proceedings.

Archer will grant the Encore debtor a 10% discount on the firm's
customary rates.

To the best of the Debtor's knowledge, Archer is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the Debtor's
claims and noticing agent.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: To Pay $329,000 Debt to Critical Vendors
----------------------------------------------------------------
The Hon. Eric L. Frank of U.S. Bankruptcy Court for the Eastern
District of Pennsylvania authorized The Philadelphia Orchestra
Association, and Academy Of Music Of Philadelphia, Inc., to enter
into agreements with critical vendors and to pay prepetition
obligations in an aggregate amount not to exceed $329,000.

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel. Garden City Group, Inc. serves as the Debtor's
claims and noticing agent.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped Archer & Freiner, P.C., as its
bankruptcy counsel, and EisnerAmper LLP as its accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: Unit Taps EisnerAmper as Financial Advisor
------------------------------------------------------------------
Encore Series, Inc., a debtor-affiliate of The Philadelphia
Orchestra Association, asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for permission to employ
EisnerAmper LLP as accountants and financial advisors.

EisnerAmper will, among other things:

   -- develop a cash-flow budget and related financial
      projections;

   -- assist the Debtor in the preparation of documents related to
      compliance with the Bankruptcy Code, including, but not
      limited to schedules of assets, statement of financial
      affairs and monthly operating reports; and

   -- advise the board on the financial aspects of matters as they
      arise and of operating in Chapter 11, in general.

Edward A. Phillips, CPA/CFF, CIRA,CFE, a partner at EisnerAmper,
tells the Court that the firm will grant the Encore debtor a 10%
discount on the firm's customary rates.

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

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the
Debtor's claims and noticing agent.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped Archer & Freiner, P.C., as bankruptcy
counsel.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: Taps Alvarez & Marsal as Financial Advisor
------------------------------------------------------------------
The Philadelphia Orchestra Association, and Academy Of Music Of
Philadelphia, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania for permission to employ Alvarez
& Marsal North America, LLC, to serve as financial advisor.

A&M will, among other things, provide assistance to the Debtors
with respect to management of the overall restructuring process,
the development of ongoing business and financial plans and
supporting restructuring negotiations among the Debtors, their
advisors and their creditors with respect to an overall exit
strategy for their Chapter 11 cases.

Joseph A. Bondi, managing director of A&M, tells the Court that
A&M will render services at these discounted rates:

         Level              Standard Rates      Discounted Rates
         -----              --------------      ----------------
         Managing Director  $650 - $850             $500
         Director           $450 - $650             $375
         Associate          $350 - $450             $265

Mr. Bondi adds that A&M received $50,000 as a retainer for
services rendered prepetition. In the 90 days prior to the
Petition Date, A&M received retainers and payments totaling
$432,955 in the aggregate for services performed for the Debtors.
A&M has applied these funds to amounts due for services rendered
and expenses incurred prior to the Petition Date.  The $46,798
unapplied residual retainer will not be segregated by A&M in a
separate account, and will be held until the end of these Chapter
11 cases and applied to A&M's finally approved fees in these
proceedings.

Mr. Bondi assures the Court that A&M is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                 About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel.  Curley, Hessinger &
Johnsrud serves as its special counsel. Garden City Group, Inc.
serves as the Debtor's claims and noticing agent.  In its
petition, Philadelphia Orchestra estimated $10 million to
$50 million in assets and debts.

Encore Series, Inc., tapped Archer & Freiner, P.C., as its
bankruptcy counsel, and EisnerAmper LLP as its accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: Taps Curley Hessinger as Special Counsel
----------------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized The Philadelphia
Orchestra Association, and Academy Of Music Of Philadelphia, Inc.,
to employ Curley, Hessinger & Johnsrud as special counsel.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Garden City Group, Inc. serves as the
Debtor's claims and noticing agent.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped Archer & Freiner, P.C., as its
bankruptcy counsel, and EisnerAmper LLP as its accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHYSICAL PROPERTY: Incurs HK$152,000 Net Loss in First Quarter
--------------------------------------------------------------
Physical Property Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss and total comprehensive loss of HK$152,000 on
HK$193,000 of total operating revenues for the three months ended
March 31, 2011, compared with a net loss and total comprehensive
loss of HK$141,000 on HK$184,000 of total operating revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
HK$10.58 million in total assets, HK$11.23 million in total
liabilities, all current, and a HK$645,000 total stockholders'
deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/Fh3vLu

                      About Physical Property

Physical Property Holdings Inc. (formerly known as Physical Spa &
Fitness Inc.), through its wholly-owned subsidiary Good Partner
Limited, owns five residential apartments located in Hong Kong.
The Company was incorporated on Sept. 21, 1988, under the laws
of the United States of America.

The Company reported a net loss and total comprehensive loss of
HK$640,000 on HK$765,000 of rental income for the year ended
Dec. 31, 2010, compared with a net loss and total comprehensive
loss of HK$899,000 on HK$602,000 of rental income during the prior
year.

As reported by the TCR on April 7, 2011, Mazars CPA Limited, in
Hongkong, expressed substantial doubt about the Company's ability
to continue as a going concern, following the Company's 2010
financial results.  The independent auditors noted that the
Company had a negative working capital as of Dec. 31, 2010 and
incurred loss for the year then ended.


PLACID OIL: Published Bar Date Notice Barred Unknown Claimant
-------------------------------------------------------------
WestLaw reports that the publication notice of the claims bar date
provided to post-confirmation tort claimants as unknown creditors
in the Chapter 11 case of an oil and gas company, through the
publication of notice in a national newspaper on three separate
occasions, satisfied due process notice requirements, as required
for discharge of the claimants' tort claims, even though the
claimants were not then aware of their claims.  The claims arose
from the death of the wife of the debtor's former employee, which
allegedly resulted from her exposure to asbestos in handling the
former employee's clothing while he was employed with the debtor.
No incidents or events had occurred, however, suggesting the
possibility of potential asbestos claims against the debtor,
making the appointment of a future claims representative not
reasonably necessary.  Thus, the Texas bankruptcy court said, the
debtor was entitled to keep intact the fresh start of its decades-
old discharge.  In re Placid Oil Co., --- B.R. ----, 2011 WL
1107571 (Bankr. N.D. Tex.).

Placid Oil Company sought chapter 11 protection (Bankr. N.D. Tex.
Case No. 86-33419) on Aug. 29, 1986, owing secured creditors more
than $770 million, unsecured creditors more than $50 million, and
taxing authorities more than $543 million.  The Honorable Harold
C. Abramson confirmed Placid's plan of reorganization on Sept. 30,
1988, and Placid emerged from bankruptcy in mid-1988.


POINT BLANK: Equity Committee Taps Bifferato as Delaware Counsel
----------------------------------------------------------------
The Official Committee of Equity Security Holders of Point Blank
Solutions Inc., et al., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Bifferato LLC as its
Delaware counsel.

Bifferato will, among other things:

   -- participate in the formulation of a Plan;

   -- assist the Equity Committee in requesting the appointment of
      a trustee or examiner, if the action be necessary; and

   -- assist the Equity Committee in investigating the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor, the operation of the Debtor's business, potential
      claims, and any other, matters relevant to the cases or to
      the formulation of a plan of reorganization.

The hourly rates of Bifferato's personnel are:

         Directors                  $345 - $700
         Associates                 $225 - $385
         Paralegal/Legal Assistants $150 - $200

To the best of the Equity Committee's knowledge, Bifferato is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, Baker & McKenzie LLP, and The Bayard, P.A., as its
counsel.  Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at
Arent Fox LLP, serve as counsel to the Creditors Committee, and
Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana
Rosner & Stern LLP, serve as co-counsel.


POLI-GOLD: Court OKs Keller Williams as Listing Broker
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
Poli-Gold, LLC's application to employ Keller Williams River
Cities Specialist as real estate listing broker for Poli-Gold,
LLC.

Fort Mohave, Arizona-based Poli-Gold, LLC, owns a cabin and RV
resort in Panguitch, Utah.  It also owns a commercial
building/warehouse/storage facility in Fort Mohave, Arizona, as
well as a commercial property in Lake Havasu City, Arizona, and
some vacant lots in Kingman, Arizona.

Poli-Gold filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-37018) on Nov. 17, 2010.  Attorneys at Engelman
Berger, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed assets of $30,384,943 and
liabilities of $14,401,515 as of the petition date.


QUEPASA CORP: Incurs $1.48 Million Net Loss in First Quarter
------------------------------------------------------------
Quepasa Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.48 million on $2.24 million of revenue for the three months
ended March 31, 2011, compared with a net loss of $2.66 million on
$321,970 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $21.01
million in total assets, $7.73 million in total liabilities and
$13.28 million in total stockholders' equity.

"We are very pleased with the business development execution shown
in the first quarter of 2011," said John C. Abbott, CEO of
Quepasa.  "We have taken steps to expand monetization
opportunities through strategic partnerships in payment
processing.  We have expanded the number of resellers promoting
Quepasa DSM, our social advertising and contest platform.
Additionally, through our acquisition of Brazilian social game
development studio XtFt, we have launched our first social gaming
title, Wonderful City - Rio, on Quepasa.com as well as on Google's
Orkut, and will soon be offering it on Facebook."

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/gki5UK

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

Quepasa reported a consolidated net loss of $6.65 million on
$6.05 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

Salberg & Company, P.A., in Boca Raton, Florida, independent
report following the 2010 results did not contain a going concern
qualification for Quepasa Corp.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


RADIO ONE: Incurs $64-Million Net Loss in First Quarter
-------------------------------------------------------
Radio One, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $64.04 million on $65.04 million of net revenue for the three
months ended March 31, 2011, compared with a net loss of
$4.59 million on $59.01 million of net revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.00 billion in total assets, $844.13 million in total
liabilities, $31.26 million in redeemable non-controlling
interests, and $132.02 million in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/Qlbzfl

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

The Company reported a net loss of $26.62 million on $279.90
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $48.55 million on $272.09 million of net
revenue during the prior year.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                           *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


RB1 HOLDINGS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RB1 Holdings, LLC
        3832 SW 168th Terrace
        Miramar, FL 33027

Bankruptcy Case No.: 11-23337

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: David W. Langley, Esq.
                  8551 W Sunrise Blvd #303
                  Fort Lauderdale, FL 33322
                  Tel: (954) 356-0450
                  Fax: (954) 356-0451
                  E-mail: dave@flalawyer.com

Scheduled Assets: $1,507,011

Scheduled Debts: $1,493,770

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-23337.pdf

The petition was signed by Edgar Badaraco, president.


REGAL PLAZA: Court OKs Charles E. Jack as Real Estate Appraisers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Regal Plaza, LLC, to employ Charles E. Jack Appraisal &
Consulting, Inc., as real estate appraisers, nunc pro tunc to
Sept. 24, 2010.

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  There is 56,097 square feet of rentable space,
approximately 22,510 square feet are currently occupied and 23,187
square feet are currently being improved for tenants with signed
leases.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-26707) on Sept. 1, 2010.  Lenard E. Schwartzer,
Esq., at Schwartzer & Mcpherson Law Firm, in Las Vegas, Nev.,
represents the Debtor as counsel.  In its schedules, the Debtor
disclosed $10,815,564 in assets and $8,592,879 in liabilities as
of the Petition Date.


RESPONSE BIOMEDICAL: Posts C$1.38MM Net Loss in March 31 Quarter
----------------------------------------------------------------
Response Biomedical Corporation filed its quarterly report on Form
10-Q, reporting a net loss of C$1.38 million on C$2.02 million of
product sales for the three months ended March 31, 2011, compared
with a net loss of C$2.66 million on C$1.40 million of product
sales for the same period last year.

Contract service fees and revenue from collaborative research
arrangements for the three month period ended March 31, 2011,
increased 205% to C$448,104 compared to C$146,945 for 2010.

The Company's balance sheet at March 31, 2011, showed
C$18.24 million in total assets, C$10.97 million in total
liabilities, and stockholders' equity of C$7.27 million.

Ernst & Young LLP, in Vancouver, Canada, expressed substantial
doubt about Response Biomedical's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has sustained continuing losses
since its formation and at Dec. 31, 2010, had a deficit of
C$100.3 million and has not generated positive cash flow from
operations.

A complete text of Response Biomedical's consolidated financial
statements for the three months ended March 31, 2011, is available
for free at http://is.gd/ajQtKi

A complete text of the Management Discussion and Analysis for the
three months ended March 31, 2011, is available for free at:

                       http://is.gd/XsZdNf

Based in Vancouver, British Columbia, Response Biomedical
Corporation -- http://www.responsebio.com/-- develops,
manufactures and markets rapid on-site diagnostic tests for use
with its RAMP(R) platform for clinical and environmental
applications.  RAMP(R) represents a new paradigm in diagnostics
that provides high sensitivity and reliable information in
minutes.  It is ideally suited to both point of care testing and
laboratory use.

Response Biomedical is a publicly traded company listed on the TSX
under the trading symbol "RBM" and quoted on the OTC Bulletin
Board under the symbol "RPBFD".


RITE AID: Jonathan Sokoloff Resigns from Board of Directors
-----------------------------------------------------------
Jonathan D. Sokoloff notified the Board of Directors of Rite Aid
Corporation of his decision to resign from the Board effective as
of May 9, 2011.

On May 9, 2011, Green Equity Investors III, L.P., the holder of
the shares of 7% Series G Cumulative Convertible Pay-in-Kind
Preferred Stock and 6% Series H Cumulative Convertible Pay-in-Kind
Preferred Stock, collectively referred to as the "LGP Preferred
Stock," notified Rite Aid that, pursuant to the director election
rights granted under the Certificate of Designation for the LGP
Preferred Stock, Green Equity Investors had elected John M. Baumer
to fill the vacancy on the Board created by Mr. Sokoloff's
resignation.  Mr. Baumer's term will expire at Rite Aid's 2011
annual meeting of stockholders, and Green Equity Investors has
informed Rite Aid that it expects to re-elect Mr. Baumer,
effective as of the 2011 annual meeting of stockholders, to hold
office until Rite Aid's 2012 annual meeting of stockholders and
until his successor is duly elected and qualified.

It is expected that Mr. Baumer will not be appointed to any
committees of the Board.

Rite Aid has entered into a one-year agreement with Leonard Green
& Partners, L.P., effective Jan. 1, 2006, whereby Rite Aid has
agreed to pay Leonard Green a fee of $300,000 per year (reduced to
$150,000 per year on June 4, 2007) for its consulting services.
The consulting agreement was extended effective Jan. 1, 2007, on a
month-to-month basis, which also provides for the reimbursement of
out-of-pocket expenses incurred by Leonard Green.  This agreement
is an extension of Rite Aid's existing consulting agreement with
Leonard Green.  Pursuant to the consulting agreement, Rite Aid may
engage Leonard Green to provide financial advisory and investment
banking services in connection with major financial transactions
that it undertakes in the future. During fiscal year 2011, Rite
Aid paid Leonard Green a consulting fee of $150,000, but will not
be required to pay any further consulting fee to Leonard Green
effective as of Mr. Sokoloff's resignation from the Board.  This
transaction was reviewed and ratified by Rite Aid's Board under
Rite Aid's related person transactions approval policy.  Mr.
Baumer is a partner of Leonard Green.

Mr. Baumer will be entitled to the same compensation arrangements
generally available to Rite Aid's non-employee directors.

                          About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $555.42 million on $25.21 billion
of revenue for the year ended Feb. 26, 2011, compared with a net
loss of $506.67 million on $25.67 billion of revenue for the year
ended Feb. 27, 2010.

The Company's balance sheet at Feb. 26, 2011 showed $7.55 billion
in total assets, $9.76 billion in total liabilities and a $2.21
billion total stockholders' deficit.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


RIVER ISLAND: Can Employ Sandler & Sandler as Counsel
-----------------------------------------------------
The Southern District of Florida, Fort Lauderdale Division,
authorized River Island Farms, Inc., employ Martin J. Sandler of
the law firm Sandler & Sandler, as attorneys.

Mr. Sandler can be reached at:

          M.L. Sandler, P.A.
          P.O. Box 402727
          Miami Beach, FL 33140
          Tel: (305) 379-6655
          Fax: (786) 472-7077
          E-mail: martin@sandler-sandler.com

As attorneys, Sandler will:

   (a) give advice to the Debtor with respect to its powers and
       duties as a debtor-in-possession and the continued
       management of its business operations;

   (b) advise the Debtor with respect to its responsibilities in
       complying with the U.S. Trustee's operating guidelines and
       reporting requirements and with the rules of the court;

   (c) prepare motions, pleadings, orders, applications, adversary
       proceedings, and other legal documents necessary in the
       administration of the case;

   (d) protect the interest of the Debtor in all matters pending
       before the court; and

   (e) represent the Debtor in negotiations with its creditors in
       the preparation of a plan.

Martin L. Sandler, Esq., an attorney and shareholder of M.L.
Sandler, P.A., dba Sandler & Sandler, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor's estates.

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011   Martin L. Sandler, Esq., at Sandler &
Sandler By M. L. Sandler, P.A., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated assets and debts at $10 million
to $50 million.


RIVER ISLAND: Taps Coldwell Banker as Real Estate Broker
--------------------------------------------------------
River Island Farms, Inc., asks authority from the Southern
District of Florida, Fort Lauderdale Division, to employ Coldwell
Banker Residential Real Estate as its real estate broker.

The Debtor proposes to execute the standard form of agreement as
used by Coldwell Banker in all its residential real estate
listings.

To the best of the Debtor's knowledge, neither Esti Kadosh, real
estate agent, nor said real estate firm have any connection with
the creditors or other parties in interest in this case or
represent any interest adverse to the Debtor.

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011.  Martin L. Sandler, Esq., at Sandler &
Sandler By M. L. Sandler, P.A., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated assets and debts at $10 million to
$50 million.


RIVER ISLAND: Trustee Makes No Committee Appointment
----------------------------------------------------
The U.S. Trustee said that a committee under 11 U.S.C. sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against River Island Farms, Inc. have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011.  Martin L. Sandler, Esq., at Sandler &
Sandler By M. L. Sandler, P.A., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated assets and debts at $10 million to
$50 million.


ROMEO MONTESSORI: Insurance Available for Parents' Claims
---------------------------------------------------------
WestLaw reports that under Michigan law, proofs of claim filed by
parents against the Chapter 7 debtor, a corporation that operated
a preschool through elementary private educational facility, for
prepaid tuition and other payments alleged a breach of contract by
the debtor and, thus, fell within the contractual liability
exclusion contained in the "school leaders errors and omissions
liability and employee benefits liability policy" issued to the
debtor.  Although the claims did not contain the label "breach of
contract," it was obvious to the bankruptcy court that the claims
were squarely grounded in a breach of contract theory.  The
parents claimed that they prepaid tuition and other payments in
exchange for educational services for their children, and that
they did not receive the bargained for educational services
because the debtor closed the school and filed for bankruptcy
relief.  There was no probative evidence to support the trustee's
bare speculation that the parents may have had other, non-
contractual bases for recovery.  In re Romeo Montessori School
Ass'n, Inc., --- B.R. ----, 2011 WL 1485476 (Bankr. E.D. Mich.).

Romeo Montessori School Association, Inc., is a corporation that
operated a preschool through elementary private educational
facility.  On July 28, 2009, the Debtor filed a voluntary petition
(Bankr. E.D. Mich. Case No. 09-63398) for relief under Chapter 7
of the Bankruptcy Code.  The Debtor ceased operating the
educational facility at that time, and Stuart A. Gold was
appointed as the Chapter 7 trustee.


ROOSEVELT MEMORIAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Roosevelt Memorial Park Association
        18255 South Vermont Avenue
        P.O. Box 19
        Gardena, CA 90248

Bankruptcy Case No.: 11-31209

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: H. Alexander Fisch, Esq.
                  STUTMAN TREISTER & GLATT PC
                  1901 Avenue of the Stars, 12th Flr.
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600
                  Fax: (310) 228-5788
                  E-mail: afisch@stutman.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-31209.pdf

The petition was signed by Malcolm G. Smith, president and
chairman of the board.


SEALY CORP: H Partners Discloses 9.3% Equity Stake
--------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, H Partners Management, LLC, and its affiliates
disclosed that they beneficially own 9,166,841 shares of common
stock of Sealy Corporation representing 9.3% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/X3YU1s

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.

The Company's balance sheet at Feb. 27, 2011 showed
$949.09 million in total assets, $1.02 billion in total
liabilities, and $74.11 million in total stockholders' deficit.


SB PARTNERS: Delays Filing of Form 10-K and Form 10-Q
-----------------------------------------------------
SB Partners has a 30% non-controlling interest in Sentinel Omaha,
LLC, an affiliate of the Company's general partner.  The
investment in Omaha is accounted for at fair value.  The
controller for Omaha informed the Company that due to open issues,
the audit firm conducting the annual audit for Omaha's calendar
year 2010 financial statements would be unable to complete their
audit and issue an audit opinion for calendar year 2010 until mid
May 2011.  Because the investment in Omaha constitutes a
significant portion of the assets of the Company, the audit firm
conducting the annual audit for the Company is required to review
both the financial statements of Omaha and the related workpapers
prepared by Omaha's auditors after the audit of Omaha is
completed.

Until the Company's auditors perform their review of the Omaha
audit, the Company's auditors cannot issue an audited opinion on
the Company's financial statements for the year ended Dec. 31,
2010.  As a result, the Company was not able to file its form 10-K
for the year ending Dec. 31, 2010, timely and filed form 10-K NT
on March 30, 2011.  Omaha's auditors recently completed their
audit.  The Company's auditors are reviewing the audited financial
statements of Omaha and should complete the annual audited report
of the Company shortly.  The Company anticipates being able to
file its form 10-K for the year ended Dec. 31, 2010, and form 10-Q
for the period ended March 31, 2011, within the next several
weeks.

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company's balance sheet at Sept. 30, 2010, showed
$37.27 million in total assets, $38.78 million in total
liabilities, and a stockholders' deficit of $1.51 million.

In addition, the Company has a 30% interest in Sentinel Omaha,
LLC.  Sentinel Omaha is a real estate investment company which
currently owns 24 multifamily properties and 1 industrial property
in 17 markets.  Sentinel Omaha is an affiliate of the
partnership's general partner.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken, Hillman, LaMorte and Sterczala, P.C., in Shelton,
Connecticut, expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.


SCHUPBACH INVESTMENTS: Case Summary & Creditors List
----------------------------------------------------
Debtor: Schupbach Investments, LLC
        3415 W. Bayview
        Wichita, KS 67204

Bankruptcy Case No.: 11-11425

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Mark J. Lazzo, Esq.
                  MARK J. LAZZO, P.A.
                  Landmark Office Park
                  3500 N. Rock Road
                  Building 300, Suite B
                  Wichita, KS 67226
                  Tel: (316) 263-6895
                  Fax: (316) 264-4704
                  E-mail: mark@lazzolaw.com

Scheduled Assets: $4,653,084

Scheduled Debts: $5,278,811

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ksb11-11425.pdf

The petition was signed by Jonathan I. Schupbach, manager.


SEVERN BANCORP: Reports $447,000 Net Income in March 31 Quarter
---------------------------------------------------------------
Severn Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $447,000 on $11.69 million of total interest income for the
three months ended March 31, 2011, compared with a net loss of
$528,000 on $12.59 million of total interest income for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $967.73
million in total assets, $861.52 million in total liabilities and
$106.21 million in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/kaL6NO

                      About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.  Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on Nov. 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SHEARER'S FOODS: Moody's Lowers Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's downgraded Shearer's Foods, Inc. corporate family rating
(CFR) and probability of default ratings to B2 from B1 and its
term loan B facilities to B1 from Ba3. The ratings remain on
review for possible further downgrade.

These ratings were lowered and remain under review for a possible
downgrade:

   -- Corporate Family Rating to B2 from B1

   -- Senior secured Revolver to B1 (LGD 3, 39%) from Ba3 (LGD3,
      40%)

   -- Senior secured Term loan B to B1 (LGD 3, 39%) from Ba3
      (LGD3, 40%)

   -- Probability of Default rating to B2 from B1

RATINGS RATIONALE

The rating action is driven by Shearer's weak short-term liquidity
and lower than expected profitability as the company executes its
expansion plans in the midst of a difficult commodity cost
environment. It also reflects Moody's concern that in absence of
an amendment to its credit facilities which would provide covenant
relief, Shearer's is unlikely to maintain compliance with its
financial maintenance covenants in the quarter ending June 2011.

Moody's had originally expected leverage to remain at or below 4
times when we initiated rating coverage last March, but leverage
has exceeded 4.5 times in each of the last three quarters and is
likely to rise to above 5 times by the end of fiscal 2011.
Similarly, Shearer's EBITA margin is expected to be significantly
lower than originally anticipated, in the 6% - 7% range near term,
due to operating challenges, higher than expected integration
costs, delays in recognizing benefits from expansion and exposure
to rising commodity costs. Moody's recognizes that the need for
expansion is due to higher demand from important customers, which
could be a long-term credit positive.

Moody's said that the continuing review will focus on the
company's ability to secure an amendment to its credit agreement
and equity injection from the company's sponsor, as well as the
level of financial covenant headroom in the financing
arrangements. The rating could be downgraded further if the
company is unable to obtain meaningful liquidity improvement and
relief to its covenants in the near term. Conversely, should
Shearer's restore adequate liquidity, its long term ratings could
be confirmed, although we may not have a stable view on the
ratings until we see clear evidence of improving performance and
credit metrics.

The ratings reflect company's solid position in private label, co-
pack and branded snack foods following the acquisition of Snack
Alliance last year, a transaction which provided greater
geographic, product and customer diversity to Shearer's. However
the rating also reflects the company's relatively small scale,
narrow focus on the salty snack sector, and its increasing
leverage as a result of expansion plans that have yet to generate
improved cash flows. While the company enjoys growing diversity in
its product offerings, it is less diversified both geographically
and in terms of product categories than larger packaged food
companies with which it competes. It is largest producer of kettle
chips in the country and one of the largest producers of private
label potato chips. While it has many opportunities for growth, we
believe that the company has been challenged to build capacity to
accommodate these opportunities while still integrating the recent
acquisition and facing a tough commodity environment.

The principal methodology used in rating Shearer's Foods, Inc. was
the Global Packaged Goods Industry Methodology, published July
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Shearer's, headquartered in Brewster, Ohio, is a leading producer
of high quality, co-pack, private label and branded food products,
with LTM sales as of March 2011 of approximately $370 million.


SML REALTY: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: SML Realty of NJ, LLC
        c/o Marie Carlino
        19 Castor Place
        Staten Island, NY 10312

Bankruptcy Case No.: 11-44160

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

Scheduled Assets: $3,545,000

Scheduled Debts: $2,342,827

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-44160.pdf

The petition was signed by Marie Carlino, member.


SOUTH EDGE: Short-Term Loan and Cash Access Extended Until May 27
-----------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada, in a final order, approved the stipulation
extending South Edge, LLC's access to the postpetition advance and
the use of the cash collateral until May 27, 2011.

The trustee's use of the cash collateral expired on April 29.

The stipulation was entered among: JP Morgan Chase Bank, N.A., as
administrative agent under the credit agreement, Cynthia Nelson,
the Chapter 11 trustee of the Debtor's estate; and Focus South
Group, LLC, et al., Holdings Manager, LLC; and Landtek, LLC.

The Debtor related that JP Morgan, along with a consortium of
lenders, agreed to finance a significant part of the costs of the
development of South Edge's Inspirada project.

The agent asserts that as security for the loan facilities under
the credit agreement, the lenders obtained liens on both South
Edge's land and related collateral, including on South Edge's
rights to payment vis-a-vis South Edge's members and the members'
parent entities.  The agent also asserts a claim on the major
infrastructure deposits, including, without limitation, the MI
Deposits of approximately $26 million deposited by FSG pursuant to
the credit agreement.

The stipulation provides for, among other things:

   -- the trustee will use up to $510,000 of the Focus MI Deposit
      to be used exclusively to satisfy LID assessments due and
      owing to the City of Henderson;

   -- the unpaid principal amount of the short-term advance will
      bear interest, for the period from the date of the making of
      the advance until the date the short-term advance will be
      paid in full, at a rate per annum equal to the interest
      earned on the Focus MI deposit cash collateral account
      during the period; and

   -- as adequate protection for FSG's consent to use the Focus MI
      deposit, the Debtor will grant FSG adequate protection lien.

                        About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SPECIALTY TRUST: Odyssey Capital to Tabulate Plan Votes
-------------------------------------------------------
The Official Committee of Equity Holders in the bankruptcy cases
of Specialty Trust Inc. has sought Court permission to employ
Odyssey Capital Group LLC to tabulate ballots on the competing
plans of reorganizations for the Debtors.

Both the Equity Committee and the Debtors' Plans call for the
appointment of a ballot tabulator.  In its motion, the Equity
Committee said the panel and the Debtors are familiar with the
professional standing and reputation of Odyssey and agree that
employing the firm as ballot tabulator is in the best interest of
all parties.

The panel said Odyssey will tabulate the more than 600 ballots to
be cast on the Plans.  The Committee and the Debtors have agreed
to pay the firm a flat rate of $5,000 for its services.

Grant Lyon, the Debtors' chief restructuring officer, is the
president of Odyssey.  However, both the Committee and the Debtors
agree that neither Odyssey nor Mr. Lyon represent any interest
adverse to the Committee, the Debtors or their estates.

As reported by the Troubled Company Reporter, a confirmation
showdown will be held June 3, 2011, at 2:00 p.m. on the First
Amended Chapter 11 Plan of Reorganization proposed by Specialty
Trust Inc. and its debtor affiliates, and the rival Chapter 11
Plan of Reorganization proposed by the Equity Committee.  Judge
Gregg W. Zive granted conditional approval of a Joint Disclosure
Statement explaining both plans on April 28.  Voting deadline is
May 23.  Objections to the adequacy of the Joint Disclosure
Statement or to either plan, including the Debtors' objections to
the Equity Committee's Plan and vice versa, if any, are also due
May 23.

The Court's approval of the Disclosure Statement is subject to
final approval at the confirmation hearing.

Summaries of the Debtors' and Equity Committee's Plans were
reported in the April 8 and April 21 editions of the Troubled
Company Reporter.

Creditors and other entities entitled to vote may vote to accept
or reject both Plans.  If one votes to accept both Plans, it may
indicate whether it prefers the Debtors' or the Equity Committee's
Plan.

                       About Specialty Trust

Specialty Trust Inc. is a privately held Maryland corporation that
acquires and holds, in a tax-advantaged real estate investment
trust structure, mortgage loans and mezzanine loans secured by
real property located primarily in Nevada, Arizona and California,
and interests in entities owning real estate that was acquired
through foreclosure of mortgage loans made by ST and mezzanine
loans.

Reno, Nevada-based Specialty Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-51432) on April 20, 2010.
Affiliates Specialty Acquisition Corp. (Bankr. D. Nev. Case No.
10-51437) and SAC II (Bankr. D. Nev. Case No. 10-51440) filed
separate Chapter 11 petitions.

Sallie B. Armstrong, Esq., and Michelle N. Kazmar, Esq., at Downey
Brand LLP, in Reno, Nevada; and Ira D. Kharasch, Esq., Scotta E.
McFarland, Esq., and Victoria A. Newmark, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, Calif., serve as the Debtor's
bankruptcy counsel.

On May 24, 2010, a committee of equity holders was appointed.
On Sept. 2, 2010, the Court appointed Grant Lyon as chief
restructuring officer of the Debtors.

In its schedules, Specialty Trust disclosed assets of $201,452,048
and liabilities of $109,022,194 as of the petition date.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.


SPECIALTY TRUST: Bid to Hire Board Counsel Challenged
-----------------------------------------------------
Specialty Trust, Inc., is facing opposition in its request for
authority to employ Cecilia Lee, Ltd. as special counsel to its
board of directors.

In their request, the Debtors said the Board requires special
bankruptcy counsel to address certain issues, as well as to advise
the Board in its role in prosecuting the Debtors' Chapter 11 Plan,
the Debtors' Disclosure Statement, opposing the Committee's Plan
and Disclosure Statement related documents and motions in
conjunction with confirming a plan of reorganization.  The
Troubled Company Reporter published a summary of Cecilia Lee,
Ltd.'s proposed retention in its May 4 edition.

Taberna Preferred Funding VII, Ltd., and Taberna Preferred Funding
VIII, Ltd., contend that Lee's employment provides no benefit to
the Debtors' estate.  Rather, it would at best duplicate the work
of four legal firms already employed by the Debtor.  And to the
extent that it will not duplicate the work of these professionals,
it will advise the Board on specific matters where the Board's
interests are directly opposed to the best interests of the estate
-- all at the expense of unsecured creditors who will be fortunate
to receive any meaningful return in these cases.  Taberna said the
Lee Application was triggered by the Board's realization that its
members may be defendants in litigation brought by the estate.  To
the extent the Board or its members want to hire separate counsel
to protect the Board's interests in these matters, it can.
However, the Application proposes an improper use of Bankruptcy
Code Sec. 327, and, as a result, should be denied.

Deutsche Bank National Trust Company -- in its capacities as
indenture trustee for both the Specialty Trust Inc. Secured
Investment Notes issued in March 2009 and the same notes issued in
July 2005 -- objects to the hiring of Lee at the expense of the
Debtors' estate.  Deutsche Bank says this arrangement is not
authorized under Sec. 327(e) of the Bankruptcy Code.

The Official Committee of Equity Holders also cites possible
violation of Sec. 327(e).  The panel says the proposed
representation obviously involves an interest adverse to the
estate with respect to the very matter on which Lee is to be
employed.

Taberna is represented in the case by:

          Michael J. Pankow, Esq.
          Heather E. Schell, Esq.
          BROWNSTEIN HYATT FARBER SCHRECK
          410 17th Street, Suite 2200
          Denver, CO 80202
          Tel: (303) 223-1100
          Fax: (303) 223-1111
          E-mail: mpankow@bhfs.com
                  hschell@bhfs.com

               - and -

          Joshua Hicks, Esq.
          BROWNSTEIN HYATT FARBER SCHRECK
          9210 Prototype Drive, Suite 250
          Reno, NV 89521
          Tel: (775) 622-9450
          Fax: (775) 622-9554
          E-mail: jhicks@bhfs.com

               - and -

          Lucas M. Gjovig, Esq.
          DUANE MORRIS LLP
          100 North City Parkway, Suite 1560
          Las Vegas, NV 89106
          Tel: (702) 868-2600
          Fax: (702) 385-6862
          E-mail: lmgjovig@duanemorris.com

Deutsche Bank is represented in the case by:

          Jennifer A. Smith, Esq.
          LIONEL SAWYER & COLLINS
          100 Bank of America Plaza
          50 West Liberty Street
          Reno, NV 89501
          Tel: 775-788-8624
          Fax: 775-788-8682
          E-mail: jsmith@lionelsawyer.com

               - and -

          Richard W. Esterkin, Esq.
          MORGAN LEWIS & BOCKIUS LLP
          300 South Grand Avenue, 22nd Fl.
          Los Angeles, CA 90071-3132
          Tel: 213-612-1163
          Fax: 213-612-2501
          E-mail: resterkin@morganlewis.com

As reported by the Troubled Company Reporter, a confirmation
showdown will be held June 3, 2011, at 2:00 p.m. on the First
Amended Chapter 11 Plan of Reorganization proposed by Specialty
Trust Inc. and its debtor affiliates, and the rival Chapter 11
Plan of Reorganization proposed by the Equity Committee.  Judge
Gregg W. Zive granted conditional approval of a Joint Disclosure
Statement explaining both plans on April 28.  Voting deadline is
May 23.  Objections to the adequacy of the Joint Disclosure
Statement or to either plan, including the Debtors' objections to
the Equity Committee's Plan and vice versa, if any, are also due
May 23.

The Court's approval of the Disclosure Statement is subject to
final approval at the confirmation hearing.

Summaries of the Debtors' and Equity Committee's Plans were
reported in the April 8 and April 21 editions of the Troubled
Company Reporter.

Creditors and other entities entitled to vote may vote to accept
or reject both Plans.  If one votes to accept both Plans, it may
indicate whether it prefers the Debtors' or the Equity Committee's
Plan.

                       About Specialty Trust

Specialty Trust Inc. is a privately held Maryland corporation that
acquires and holds, in a tax-advantaged real estate investment
trust structure, mortgage loans and mezzanine loans secured by
real property located primarily in Nevada, Arizona and California,
and interests in entities owning real estate that was acquired
through foreclosure of mortgage loans made by ST and mezzanine
loans.

Reno, Nevada-based Specialty Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-51432) on April 20, 2010.
Affiliates Specialty Acquisition Corp. (Bankr. D. Nev. Case No.
10-51437) and SAC II (Bankr. D. Nev. Case No. 10-51440) filed
separate Chapter 11 petitions.

Sallie B. Armstrong, Esq., and Michelle N. Kazmar, Esq., at Downey
Brand LLP, in Reno, Nevada; and Ira D. Kharasch, Esq., Scotta E.
McFarland, Esq., and Victoria A. Newmark, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, Calif., serve as the Debtor's
bankruptcy counsel.

On May 24, 2010, a committee of equity holders was appointed.
On Sept. 2, 2010, the Court appointed Grant Lyon as chief
restructuring officer of the Debtors.

In its schedules, Specialty Trust disclosed assets of $201,452,048
and liabilities of $109,022,194 as of the petition date.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.


STAR ACQUISITIONS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Star Acquisitions, LLC
        3010 Springs Industrial Dr.
        Powder Springs, GA 30127

Bankruptcy Case No.: 11-64688

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  LAMBERTH, CIFELLI, STOKES ELLIS & NASON
                  Ste 550, 3343 Peachtree Rd., NE
                  Atlanta, GA 30326
                  Tel: (404) 262-7373

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-64688.pdf

The petition was signed by Javier Fernandez Sanchez, president.


STELLAR MEDIA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Stellar Media, Inc.
        9943 E. Bell Rd.
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-13695

Chapter 11 Petition Date: May 12, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 270-5073
                  E-mail: bgunn@gunnfirm.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Leonard Thoubburon, president.


STONE SURFACES: Banks Extend Cash Collateral Use Until June 14
--------------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota signed off on a Third
Stipulation and Consent Order between Wells Fargo Bank, N.A.,
successor by merger to Wachovia Bank, N.A., SunTrust Bank, and
Stone Surfaces MD, Inc., extending the Debtor's authority to use
cash collateral through June 14, 2011.  The Debtor will use cash
collateral to pay reasonable and ordinary expenses pursuant to a
budget.  As further adequate protection for Wachovia and
SunTrust's interests as of the Petition Date in the Prepetition
Collateral, the Debtor will pay to each Wachovia and SunTrust
$1,500 on May 1, 2011, and June 1, 2011.  The Adequate Protection
Payments will be applied to reduce the outstanding indebtedness
owed by the Debtor.  A copy of the Third Stipulation and Consent
Order, dated May 13, 2011, is available at http://is.gd/Q2SO5Q
from Leagle.com.

Dale K. Cathell, Esq. -- dale.cathell@dlapiper.com -- at DLA Piper
in Baltimore, Maryland, represents Wells Fargo Bank, successor by
merger to Wachovia.

Karen A. Doner, Esq. -- kdoner@rothdonerjackson.com -- at Roth
Doner Jackson, plc, in McLean, Virginia, represents SunTrust Bank.

Stone Surfaces MD, Inc., filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case No. 10-10492) on Jan. 8, 2010, listing under
$10 million in assets.  Christopher L. Hamlin, Esq., at McNamee,
Hosea, Jernigan, Kim, Greenan & Lynch, P.A., in Greenbelt,
Maryland, serves as the Debtor's counsel.


TALON INTERNATIONAL: Incurs $400,928 Net Loss in March 31 Qtr.
--------------------------------------------------------------
Talon International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $400,928 on $9.22 million of net sales for the three
months ended March 31, 2011, compared with a net loss of $847,643
on $8.23 million of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $15.24
million in total assets, $10.35 million in total liabilities,
$18.48 million in Series B convertible preferred stock and a
$13.59 million in total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/OvoTqj

                     About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

The Company reported a net loss of $1.46 million on $41.46 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $2.69 million on $38.67 million of net sales during the
prior year.


TASTY BAKING: Agrees to Settle Consolidated Suit Pending in Pa.
---------------------------------------------------------------
As previously disclosed in the Form 10-Q filed by Tasty Baking
Company with the Securities and Exchange Commission on May 6,
2011, complaints were filed on April 21, 2011, April 27, 2011 and
April 29, 2011, in the Court of Common Pleas of Philadelphia
County, Pennsylvania in the matters, respectively, of Michelsen
and Enochs v. Tasty Baking Company, et al. (No. 11-04-02487), Paul
F. Ringheiser III  v. Tasty Baking Company, et al. (No. 11-04-
02927), and Joan Taylor v. Tasty Baking Company, et al. (No. 11-
05-00004).  The plaintiffs in the Litigation Matters alleged,
among other things, that Tasty's directors breached their
fiduciary duties to Tasty's shareholders in connection with their
approval of that certain Agreement and Plan of Merger dated
April 10, 2011, by and among Tasty, Flowers Foods, Inc., and
Compass Merger Sub, Inc., which contemplates a tender offer by
Merger Sub to acquire all of the outstanding shares of common
stock of Tasty, and as soon as practicable after the consummation
of the Offer and subject to the satisfaction of certain conditions
set forth in the Merger Agreement, for Merger Sub to merge with
and into Tasty with Tasty surviving such merger.  The plaintiffs
also alleged that Tasty, Flowers and Flowers Bakeries, LLC, aided
and abetted the alleged breaches of fiduciary duty.

On April 27, 2011, Tasty's Board of Directors also received a
written shareholder litigation demand on behalf of a shareholder,
David Raul, alleging breaches of fiduciary duty by Tasty's Board
of Directors and management in connection with the Offer and the
Merger, and demanding that the Board of Directors take action to
ensure that the consideration provided in the Offer is fair to
Tasty and its shareholders, and to otherwise recover, for Tasty's
benefit, the damages described in the Demand.  The Demand
threatened that Mr. Raul would commence a shareholder derivative
suit on behalf of Tasty absent immediate action by the Board of
Directors to that effect.  To Tasty's knowledge, no complaint has
been filed in connection with this Demand.

On May 11, 2011, a Stipulation to Consolidate was filed with the
Court of Common Pleas, Philadelphia County, Pennsylvania with
regard to the Litigation Matters.  If approved by the Court, this
will consolidate these proceedings before the Court of Common
Pleas, Philadelphia County, Pennsylvania.  The consolidated action
will be entitled In re Tasty Baking Company Shareholder
Litigation, Case No. 11-04-02487.

The defendants named in the Consolidated Action believe that the
Consolidated Action is entirely without merit, and that they have
valid defenses to all claims raised by David Raul and the
plaintiffs named in the Consolidated Action.  Nevertheless, to
avoid the costs, disruption and distraction associated with such
litigation, on May 11, 2011, the Defendants entered into a
Memorandum of Understanding with the Plaintiffs.  Under the MOU,
the Plaintiffs and the purported class of Tasty shareholders they
represent will dismiss the Consolidated Action with prejudice,
withdraw the Demand and discharge and release the Defendants,
their agents, advisors and certain affiliated parties from and
against all direct, derivative, legal or equitable claims, known
and unknown, that are based on, arise out of or relate in any way,
directly or indirectly, to the allegations and claims in the
Consolidated Action, the Demand, the transactions contemplated by
the Merger Agreement, the negotiations and deliberations related
to the Merger Agreement, the various public filings relating to
the transactions contemplated by the Merger Agreement and certain
other potential legal or equitable claims described more fully in
the MOU.  In exchange for such settlement and release, the parties
agreed, after arm's length discussions between and among the
Defendants and Plaintiffs, that Tasty would provide additional
supplemental disclosures to the Schedule 14D-9 filed by Tasty with
the SEC on April 21, 2011, as amended pursuant to an Amendment No.
1 filed by Tasty with the SEC on April 25, 2011, and Amendment No.
2 filed by Tasty with the SEC on May 2, 2011, although Tasty does
not make any admission that such additional supplemental
disclosures are material as a matter of law or in the context of a
shareholder's decision to tender Shares into and accept the Offer.
After reaching agreement on the substantive terms of the
settlement, the parties also agreed that the Plaintiffs may apply
to the court for an award of reasonable attorneys' fees and
expenses and that Tasty, or its successor, will pay to Plaintiffs'
counsel an amount not more than $250,000 as is approved by court
order.  The settlement, including the payment by the Defendants of
any such fees and expenses, is also contingent upon, among other
things, consummation of the transactions contemplated by the
Merger Agreement and the approval of the Court of Common Pleas,
Philadelphia County, Pennsylvania.  The MOU recognizes, among
other things, that the parties will cooperate and use their best
efforts to execute a Stipulation of Settlement and present the
Stipulation of Settlement and such other documentation as may be
required by the court within 45 days from the date of the MOU in
order to obtain court approval of the settlement.

The MOU provides that Tasty and the members of its Board of
Directors deny that they engaged in any wrongdoing, deny that they
committed any violation of law or acted improperly in any way, and
they believe that they acted properly at all times and that the
Consolidated Action has no merit, but wish to settle the
Consolidated Action in order to avoid the costs, disruption and
distraction of further litigation.  In the event that the MOU is
not approved and the conditions are not satisfied, the Defendants
will continue to vigorously defend the Consolidated Action.

                    About Tasty Baking Company

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia, Pa., is one
of the country's leading bakers of snack cakes, pies, cookies, and
donuts. The company has manufacturing facilities in Philadelphia
and Oxford, Pa. The company offers more than 100 products under
the Tastykake brand name.

The Company reported a net loss of $45.18 million on $171.67
million of net sales for the 52 weeks ended Dec. 25, 2010,
compared with a net loss of $3.39 million on $180.56 million of
net sales for the 52 weeks ended Dec. 26, 2009.

The Company's balance sheet at March 26, 2011, showed $153.32
million in total assets, $172.18 million in total liabilities and
a $18.86 million total shareholders' deficit.

PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted
that that the Company's cumulative losses, substantial
indebtedness that is due June 30, 2011, in addition to its current
liquidity situation, raise substantial doubt about its ability to
continue as a going concern.

                       Forbearance Agreement,
                        Going Concern Doubt

On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver
agreements from several of its creditors, which waived certain
payments that were due and certain financial covenant
requirements.  The Company said it was experiencing extremely
tight liquidity due to (i) certain production difficulties during
the optimization of its new Philadelphia bakery that caused the
Company to not achieve the expected operational cash savings from
this bakery during the fourth quarter of 2010; (ii) the impact of
the recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc.; and (iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain creditors,
including: (i) a Seventh Amendment to the Company's Bank Credit
Facility; (ii) a Forbearance and Amendment Agreement with the
PIDC Local Development Corporation, which also included a new
$2 million loan from PIDC; (iii) a letter agreement with the
Machinery and Equipment Fund of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania, along
with a new $1 million loan from MELF; and (iv) a letter agreement
with the Company's landlords at the Philadelphia Navy Yard for its
bakery and offices.  Also on Jan. 14, 2011, the Company issued
$3.5 million of unsecured 12% promissory notes due Dec. 31, 2011
to a group of accredited investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process -- pursuant to an
agreed upon timeline with milestones -- to consummate a sale of
the Company before June 30, 2011 in an amount sufficient to pay
all obligations of the Company under the Bank Credit Facility and
all transaction costs.

The Company has delayed the filing of its 2010 annual report on
Form 10-K.  The Company anticipates that the Form 10-K for fiscal
year ended Dec. 25, 2010, will include an explanatory paragraph
from the Company's independent registered public accounting firm
expressing substantial doubt about the Company's ability to
continue as a going concern.


TEGESTE KETAW: Case Dismissed After Failing to Get Counselling
--------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., dismissed the Chapter 11
case of Tegeste Teshome Ketaw.  The debtor failed to obtain
prepetition credit counselling as generally required by 11 U.S.C.
Sec. 109(h)(1). The debtor attempts to invoke only 11 U.S.C. Sec.
(h)(3) as an exception to that general rule.  That provision
applies only if the debtor was unable to obtain credit counselling
within Seven days of making the request.  The debtor requested and
was able to obtain credit counselling within 48 hours after making
the request.  Necessarily, Sec. 109(h)(3) does not apply.

Judge Teel said the debtor is free to re-file, but should be aware
of the provisions of 11 U.S.C. Sec. 362(c)(3) and (4), as the case
may be, and of the necessity that any motion under one of those
provisions must include LBR 9013-1 notice and may require early
filing of the motion and the setting of a hearing in time for the
court to rule within 30 days after the commencement of the case.

In a decision on April 26, Judge Teel permitted the debtor to
supplement his request for temporary waiver with a description of
the prepetition request or requests that he made for credit
counselling services, including the date on which such requests
were made, the agency or agencies that he contacted, the identity
of any individuals with whom he spoke or communicated at those
agencies, and the reason why the agency or agencies were unable to
provide the requested counselling within seven days of the
debtor's requests.  Judge Teel warned at that time that, if the
debtor fails to supplement his request for waiver in accordance
with the foregoing and to the satisfaction of the court, the Court
will deny the debtor's request for a temporary waiver of the
prepetition credit counselling requirement and will have no choice
but to dismiss the case.

In a separate ruling on April 26, Judge Teel denied the debtor's
request to consider his case as filed under Chapter 13 -- instead
of Chapter 11.  The debtor's attorney said the debtor filed an
emergency petition that mistakenly checked the box for a chapter
11, while the intent was to file under chapter 13, and filing
under chapter 11 would not be appropriate.  Judge Teel said, to
have the case proceed in chapter 13, the debtor must seek
conversion of the case from a case under chapter 11 to a case
under chapter 13.

A copy of the Court's dismissal order dated May 15, 2011, is
available at http://is.gd/OA8qSofrom Leagle.com.

Notwithstanding the dismissal, the Court retains subject matter
jurisdiction over a pending adversary proceeding regarding
violations of the automatic stay.

Tegeste Ketaw filed for Chapter 11 bankruptcy (Bankr. D. D.C. Case
No. 11-00294) on April 15, 2011.


TELIPHONE CORP: Delays Filing of Quarterly Report on Form 10-Q
--------------------------------------------------------------
Teliphone Corp. informed the U.S. Securities and Exchange
Commission that it was unable to compile the necessary financial
information required to prepare a complete filing of its quarterly
report on Form 10-Q for the period ended March 31, 2011.  Thus,
the Company would be unable to file the periodic report in a
timely manner without unreasonable effort or expense.  The Company
expects to file within the extension period.

                        About Teliphone Corp.

Montreal, Canada-based Teliphone Corp. (OTCQB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform.

The Company reported a net loss of US$30,587 on US$1.0 million of
revenues for the three months ended Dec. 31, 2010, compared with
net income of US$150,673 on US$1.4 million of revenues for the
same period of the prior fiscal year.

The Company's balance sheet as of Dec. 31, 2010, showed
US$1.6 million in total assets, US$2.1 million in total
liabilities, and a stockholders' deficit of US$491,538.

As reported in the Troubled Company Reporter on Jan. 5, 2011,
KBL, LLP, in New York, expressed substantial doubt about Teliphone
Corp.'s ability to continue as a going concern, following the
Company's results for the fiscal year ended Sept. 30, 2010.  The
independent auditors noted that the Company has sustained
operating losses and significant working capital deficits in the
past few years.


TENET HEALTHCARE: Amends Section 382 Rights Agreement with TBNYM
----------------------------------------------------------------
Tenet Healthcare Corporation entered into an amendment to the
Section 382 Rights Agreement dated as of Jan. 7, 2011, between the
Company and The Bank of New York Mellon, as rights agent.  The
Rights Agreement pertains to those certain contingent rights to
purchase Series A Junior Participating Preferred Stock, par value
$0.15 per share, of the Company.

The Amendment makes certain technical changes to the definition of
"Beneficial Owner", "Beneficial Ownership" and "beneficially own"
in the Rights Agreement to clarify such definition in relation to
Nevada Revised Statutes Section 78.345 (Election of Directors by
Order of Court Upon Failure of Regular Election).  The Company's
intention to enter into the Amendment was previously disclosed on
March 16, 2011, in the opinion of the Second Judicial Court of the
State of Nevada in and for the County of Washoe, dismissing the
lawsuit filed in January 2011 by the Louisiana Municipal Police
Employees' Retirement Fund against the Company and its board of
directors.

A full-text copy of the Amendment to Section 382 Rights Agreement
is available for free at http://is.gd/RiXJUM

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Dec. 31, 2010, showed $8.50 billion
in total assets, $6.68 billion in total liabilities, and
$1.82 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TERRA NOVA: Files Chapter 7 Petition
------------------------------------
Philly.com reports that Terra Nova Landscape & Design, in 3
Waterview Rd., Downingtown, filed a Chapter 7 petition.


TERRESTAR NETWORKS: Seeks Sept. 20 Extension of Exclusivity
-----------------------------------------------------------
Marie Beaudette and Patrick Fitzgerald, writing for Dow Jones'
Daily Bankruptcy Review, report that TerreStar Networks Inc. will
ask the Manhattan bankruptcy court on Thursday to extend its
exclusive control over its Chapter 11 case through Sept. 20 as it
works to auction off its assets.

As reported by the Troubled Company Reporter on May 6, 2011,
TerreStar Networks was given authorization by the bankruptcy court
to auction its satellite-based mobile phone business on June 15
after it failed to craft a Chapter 11 plan satisfying conflicting
creditor constituencies.  Bids must be submitted initially by
June 8.  The hearing for approval of the sale will take place
June 21.  Bill Rochelle, Bloomberg News' bankruptcy columnist,
said no buyer is yet under contract.

According to DBR, the company said in court papers it needs the
extension to run a "robust sale process."  An extension will
prevent creditors from filing competing reorganization plans for
the company.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc., or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


THIRD TORO FAMILY: Bankr. Filing Stops Delshah Foreclosure
----------------------------------------------------------
According to The Real Deal, Delshah Capital, led by principal and
CEO Michael Shah, was expecting to take control of the two-story
H&H Bagels building at 639 West 46th Street, in New York, until
the Toro family company that owns the property filed for Chapter
11 bankruptcy, blocking a sale.  Delshah acquired the debt that
has a $4 million face value in May 2010 from the First American
International Bank, and stepped into the foreclosure process
initiated by the bank.

H&H Bagels remains open at the location, an employee there said.

Several companies owned by the Toro family have sought bankruptcy
protection.  Mr. Toro signed the Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 11-11723) for Third Toro Family Limited
Partnership on April 13, 2011, estimating assets and debts of
$1 million to $10 million.  Randy M. Kornfeld, Esq., at Kornfeld &
Associates, P.C., in New York, serves as counsel to the Debtors.

An affiliate, Garden Operations Realty Limited filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 11-10668) on Feb. 17, 2011.
First Toro Family Limited Partnership filed for Chapter 11 (Case
No. 11-11229) on March 21, 2011, and 35 Real Estate Limited
Partnership (Case No. 11-11489) on March 31, 2011.


TIB FINANCIAL: Reports $1.06 Million Net Income in March 31 Qtr.
----------------------------------------------------------------
TIB Financial Corp. reported net income of $1.06 million on $12.68
million of net interest income for the quarter ended March 31,
2011, compared with a net loss of $5.05 million on $11.49 million
of net interest income for the same period a year ago.

"We are working diligently to generate growth in core deposits and
high-quality loans, provide first-class customer service to our
customers, and improve TIB's profitability to levels expected of a
high-performing financial institution," said Gene Taylor, Chairman
and Chief Executive Officer of the Company and North American
Financial Holdings, Inc. (NAFH), the Company's 94% shareholder.

Chris Marshall, Chief Financial Officer of the Company and NAFH,
commented, "After the quarter's close, the Company's subsidiary,
TIB Bank, was merged with and into NAFH National Bank, the bank
subsidiary of NAFH.  As a result, TIB Financial Corp. now owns
approximately 53% of NAFH National Bank with NAFH owning the
remaining 47%.  In June, NAFH National Bank expects to merge with
Capital Bank, a subsidiary of Capital Bank Corporation.  These
mergers will improve operational efficiency, profitability, and
safety and soundness across the entire NAFH organization.  TIB
employees will continue to serve their Florida customers, and over
time they will have new and enhanced products to offer."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/iC8tDn

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

The Company's balance sheet at Dec. 31, 2010 showed $1.75 billion
in total assets, $1.58 billion in total liabilities and $176.75
million in total shareholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.


TOWERCO LLC: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Towerco LLC
        230 Mohawk Rd.
        Clermont, FL 34715

Bankruptcy Case No.: 11-07383

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Jeffrey Ainsworth, Esq.
                  MANGUM & ASSOCIATES PA
                  5100 Hwy 17-92, Suite 300
                  Casselberry, FL 32707
                  Tel: (407) 478-1555
                  Fax: (407) 478-1552
                  E-mail: jeff@mangum-law.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-07383.pdf

The petition was signed by Joseph Zagame, Jr., vice-president.


TREY RESOURCES: Enters Into Series A Pref. Stock Purchase Pact
--------------------------------------------------------------
Trey Resources, Inc., on May 9, 2011, entered into a Series A
Preferred Stock Purchase Agreement with two accredited investors,
pursuant to which each Series A Holder was issued one share out of
the two authorized shares of Series A Convertible Preferred Stock,
par value $1.00 per share.  Each Series A Holder was issued one
share of Series A Preferred Stock as partial consideration for
such Series A Holder's agreement to accept a promissory notes,
dated April 11, 2011, in the total principal face amount of
$275,000.

The Series A Preferred Stock has the rights, privileges,
preferences and restrictions set for in the Certificate of
Designation filed by the Corporation with the Secretary of State
of the State of Delaware on May 4, 2011.

Upon each Series A Holder's receipt of a written demand by the
Corporation, which demand will not be made any later than Jan. 15,
2012, the Series A Preferred Stock held by each of the Series A
Holders will automatically convert, without any further action
required by the Series A Holders, into that number of shares of
Class A Common Stock, par value $.00001 per share, as will
constitute, at the time of the Series A Holders' deemed receipt of
the Mandatory Conversion Notice, 1% of the issued and outstanding
shares of Class A Common Stock on a fully diluted basis
immediately following the Mandatory Conversion.

On May 4, 2011, the Corporation filed the Certificate of
Designation with the Delaware Secretary of the State pursuant to
which the Corporation set forth the designation, powers, rights,
privileges, preferences and restrictions of the Series A Preferred
Stock.  Among other things, each one share of Series A Preferred
Stock shall entitle the Series A Holder to voting rights equal to
5,000,000,000 votes of Class A Common Stock.

The Certificate of Incorporation of the Corporation authorizes the
issuance of up to 1,000,000 shares of preferred stock and further
authorizes the Board of Directors of the Corporation to fix and
determine the designation, preferences, conversion rights, or
other rights, including voting rights, qualifications,
limitations, or restrictions of the preferred stock.  On May 3,
2011, the Board approved by unanimous written consent an amendment
to the Corporation's Certificate of Incorporation to designate the
rights and preferences of Series A Preferred Stock.  On May 4,
2011, the Corporation filed the Certificate of Designation with
the Delaware Secretary of State.

                       About Trey Resources

Livingston, N.J.-based Trey Resources, Inc. operates as a business
consultant, and value-added reseller and developer of financial
accounting software in the United States.

The Company reported a net loss of $568,505 on $7.48 million of
total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.50 million on $7.41 million of total revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.02 million
in total assets, $6.13 million in total liabilities and $5.11
million in total stockholders' deficit.

Friedman LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
Company's financial statements for the year ended Dec. 31, 2010
have been prepared assuming the Company will continue as a going
concern.  The Company has incurred substantial accumulated
deficits and operating losses, and at Dec. 31, 2010, has a working
capital deficiency of approximately $5.1 million.


TRINQUILITY CORP.: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Trinquility Corp.
        Vista Del Mar
        113 Calle Extencion Kennedy, No. 12
        Dorado, PR 00646

Bankruptcy Case No.: 11-04071

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOCIATES
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $854,681

Scheduled Debts: $1,058,030

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-04071.pdf

The petition was signed by Rudy Arzuaga, president.


TSG INC: Ch. 11 Plan Confirmed April 19, Takes Effect May 1
-----------------------------------------------------------
TSG Incorporated's Amended Chapter 11 Plan of Reorganization was
confirmed April 19 and became effective May 1.

As reported by the Troubled Company Reporter on Feb. 8, 2011, the
Debtor filed with the Bankruptcy Court a proposed Plan and an
explanatory disclosure statement.  The Plan is a reorganizing plan
for the Debtor.  On and after the Effective Date, the Reorganized
Debtor will sell certain of its real estate holdings, including
the Lake House Property and the 321 Property (and under certain
circumstances the Combeau Property), and certain personal property
and equipment, including one or more of its wide width processing
lines used in connection with the Combeau Division.  The sales
will be subject to Bankruptcy Court approval.

In addition, the Reorganized Debtor intends to prosecute and
enforce the Estate Actions and Avoidance Actions, including
avoidance of fraudulent and preferential transfers.  Any
recoveries of the Estate Actions and Avoidance Actions will be
distributed in accordance with the Plan.

Pursuant to the Plan terms, the PNC Secured Claim will be paid
over time.  On the fifth anniversary of the Effective Date, the
Debtor will pay to PNC Bank all remaining principal then due,
together with any interest accrued and outstanding.

General unsecured creditors will be paid 70% of their allowed
claims, without interest, over a period of 4 years.  The initial
payment of 20% will be made on the Plan Effective Date.

Holders of equity interests won't get anything.  Equity interests
will be cancelled, annulled and voided.

The Debtor filed its second amended Plan together with the amended
disclosure statement on March 4.  A copy of the amended Plan is
available at http://bankrupt.com/misc/TSG_INC_amendedDs.pdf

In the amended Plan, only this change, other than the confirmation
hearing date and the plan objection deadline, was made: the Debtor
mentioned that it believes that its indebtedness to PNC Bank
totals $4,726,230 as of Jan. 21, 2011.  PNC Bank contends that its
prepetition claim totals $5,034,300.07 (without accounting for
$150,000 in postpetition principal payments as of Jan. 21, 2011).
The difference between the Debtor's and PNC Bank's respective
asserted liability, excluding the postpetition principal payments
of $150,000, represents PNC Bank's legal fees and a termination
fee arising from PNC Bank's termination of an interest rate swap
agreement.  The Debtor disputes that the amounts are owed to PNC
Bank.  Although the Debtor cannot assure creditors that the Court
will rule in favor of the Debtor on the issue of whether the
Debtor owes the fees to PNC Bank, no ruling, whether adverse or
non-adverse to the Debtor, will have any impact on the proposed
treatment of general unsecured creditors under the Plan.  While
the Debtor proposes to pay PNC Bank the same rate of interest
contained in the loan documents, prime minus 50 basis points, PNC
Bank contends that it is entitled to a rate of interest that is
higher than the Debtor's proposal.  Although the Debtor believes
its proposed post-confirmation interest rate based on the loan
agreement is an appropriate market rate of interest, the Debtor
can make no assurance about how the Court will rule on the issue.

As reported by TCR on March 21, 2011, the Bankruptcy Court
approved TSG's asset purchase agreement with First Quality
Nonwovens, Inc.  In January 2011, the Debtor asked the Court to
approve its asset purchase agreement with Ahlstrom Fibercompsites
India Private Limited.  Under that agreement, the Debtor would
sell certain assets to Ahlstrom for $2 million, subject to higher
and better offers.  In an auction conducted on Feb. 16, 2011,
First Quality was determined as the highest and best bidder.

                      About TSG Incorporated

TSG Incorporated was founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company.  Locally
headquartered in North Wales, Pennsylvania, the Company is in the
business of fabric finishing, coating and embossing.  TSG -- which
is an acronym for "The Synthetics Group" -- is one of the largest
commission finishers in the United States.  While the Company does
not manufacture or market any of its own fabrics, it supplies
fabric finishing services that enhance the fabrics of others for
uses in a variety of industries.  Through its four operating
divisions -- Synfin Industries, Synthetics Finishing, Combeau
Industries, and Longview Machinery Company -- the Company enhances
and manufactures equipment to enhance fabrics by applying unique
chemicals, colors, coatings, laminations, and mechanical processes
that make fabrics perform specific job functions.

The Company filed for Chapter 11 bankruptcy protection on Nov. 29,
2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael J. Barrie,
Esq., Raymond H. Lemisch, Esq., and Jennifer R. Hoover, Esq. at
Benesch Friedlander Coplan & Aronoff LLP, in Philadelphia, Pa.,
assist the Debtor in its restructuring effort.  In its schedules,
the Debtor disclosed $19,046,129 in assets and $8,936,074 in
liabilities as of the petition date.

Attorneys at Duane Morris LLP serve as the Debtor's special
intellectual property counsel.  Prudential Hickory Metro Real
Estate Brokers is the Debtor's realtor in connection with the sale
of certain of its real estate holdings.

No official committee of unsecured creditors has been appointed by
the United States Trustee for the Eastern District of Pennsylvania
in the bankruptcy case.


ULIANO CONSTRUCTION: Files Chapter 7 Petition
---------------------------------------------
Philly.Com reports that Uliano Construction Inc., in 6687
Catherine St., Warminster, filed a Chapter 7 petition.


VERENIUM CORP: Reports $3.81-Mil. Net Income in First Quarter
-------------------------------------------------------------
Verenium Corporation reported net income attributed to Verenium of
$3.81 million on $13.39 million of total revenue for the three
months ended March 31, 2011, compared with a net loss attributed
to Verenium of $11.99 million on $12.22 million of total revenue
for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $73.52
million in total assets, $65.80 million in total liabilities and
$7.72 million in stockholders' equity.

"I am pleased with the operational and financial progress made in
the first quarter," said James E. Levine, president and chief
executive officer at Verenium.  "Product revenues from our Grain
and Oilseed Processing product lines continue to grow and our
next-generation pipeline products have generated strong interest
from potential partners.  The trends towards higher commodity
prices and increased demand for food and transportation fuels will
continue to drive growth for products like ours, which provide the
operating efficiencies customers value."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/rntSp9

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/nI237k

                    About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

The Company reported a net loss of $5.35 million on $52.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $56.24 million on $48.82 million of total revenue
during the prior year.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
Dec. 31, 2009.


VIKING SYSTEMS: Files Form 10-Q, Posts $446,255 Net Loss
--------------------------------------------------------
Viking Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
applicable to common shareholders of $446,255 on $3.12 million of
sales for the three months ended March 31, 2011, compared with a
net loss applicable to common shareholders of $295,450 on $1.91
million of sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $4.24
million in total assets, $2.49 million in total liabilities, all
current, and $1.75 million total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/o6445q

                        About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The Company reported a net loss applicable to common shareholders
of $2.44 million on $8.04 million of sales for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
shareholders of $1.07 million on $7.22 million of sales during the
prior year.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated Feb. 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VISIONS GOLF: Walden Golf Club to Continue Operations
-----------------------------------------------------
George H. Newman at The Tampa Tribune reports that the corporate
owner of Walden Lake Golf and Country Club has filed for
bankruptcy protection.  Visions Golf LLC plans to keep the course
and country club in operation while it reorganizes its finances.

According to the report, an attorney with Morse & Gomez, P.A., the
law firm representing Visions, said the company tried and failed
to work out its finances with its primary lender Zion's First
National Bank.  Visions owes on a $2 million first mortgage to
Zion's First National.  A second mortgage for $1.44 million is
owed to Reliance Bank and the U.S. Small Business Administration.

Visions Golf, LLC, doing business as Walden Lake Golf & Country
Club, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-
08840) on May 9, 2011, in Tampa, Florida.  Alberto F. Gomez, Jr.,
Esq., at Morse & Gomez, PA, in Tampa, represents the Debtor.  The
Debtor estimated assets and debts of $1 million to $10 million as
of the Chapter 11 filing.


WARNER MUSIC: Unit Soliciting Consents to Amend 2009 Indenture
--------------------------------------------------------------
WMG Acquisition Corp., a wholly owned subsidiary of Warner Music
Group Corp., announced that it is soliciting consents from the
holders of its 9.50% Senior Secured Notes Due 2016.  The Company
is seeking consents to proposed amendments to the indenture, dated
as of May 28, 2009, which governs the Notes.

Under the terms of the Indenture, the record date for the Consent
Solicitation must be at least 30 days prior to the date when
consents are first solicited.  The Company has established
April 13, 2011, as the record date for the Consent Solicitation.

The terms and conditions of the consent solicitation are described
in the Notice of Consent Solicitation dated May 13, 2011.  The
purpose of the Consent Solicitation is to amend the Indenture in
connection with the Agreement and Plan of Merger, dated as of
May 6, 2011, by and among Airplanes Music LLC, an affiliate of
Access Industries, Inc., Airplanes Merger Sub, Inc., a wholly
owned subsidiary of Airplanes Music LLC, and Warner Music Group,
to permit Access Industries and certain related persons to be
"Permitted Holders" so that the Merger would not constitute a
"Change of Control".  If the Merger is consummated, Warner Music
Group and the Company will become affiliates of Access Industries.
Adoption of the proposed amendments to the Indenture is not a
condition to the consummation of the Merger.

In the event that certain conditions of the Consent Solicitation
are satisfied or waived, including, among other things, the
receipt of the requisite consents of not less than a majority in
aggregate principal amount of the Notes and the completion of the
transactions contemplated by the Merger Agreement, the Company
will pay to the holders of record of Notes as of 5:00 p.m., New
York City time, on April 13, 2011, who delivered valid and
unrevoked consents prior to the Expiration Time an aggregate cash
payment of up to $5.00 per $1,000 principal amount of Notes for
which consents have been delivered by such holders.  Such Holders
may consent to the proposed amendments to the Indenture
notwithstanding that they no longer own Notes as of the date of
delivery of their consents.  The Consent Solicitation is scheduled
to expire at 5:00 p.m., New York City time, on May 23, 2011.  The
Company will pay the Consent Fee in two parts as follows: (i) a
cash payment equal to $1.25 per $1,000 principal amount of Notes
for which consents have been delivered and not revoked prior to
the Effective Time, payable promptly following the Expiration
Time, subject to satisfaction or waiver of certain conditions of
the Consent Solicitation, including, among other things, the
receipt of the requisite consents of not less than a majority in
aggregate principal amount of the Notes; and (ii) a cash payment
equal to $3.75 per $1,000 principal amount of Notes for which
consents have been delivered and not revoked prior to the
Effective Time, which is not payable unless and until such time as
all the conditions to the Consent Solicitation, including, without
limitation, the consummation of the Merger, have been satisfied or
waived. Holders of Notes for which no consent is delivered will
not receive a Consent Fee, even though the proposed amendments to
the Indenture, if approved, will bind all holders of Notes and
their transferees.  Consents delivered may be revoked at any time
prior to the earlier of the date on which the supplemental
indenture reflecting the proposed amendments to the Indenture is
executed or the Expiration Time.  The Company intends to execute
the supplemental indenture promptly following the receipt of the
requisite consents of not less than a majority in aggregate
principal amount of the Notes.

The Company has engaged Credit Suisse Securities (USA) LLC and UBS
Securities LLC as its solicitation agents.  Questions and requests
for assistance regarding this solicitation should be directed to
Credit Suisse Securities (USA) LLC at (212) 538-1862 or (800) 820-
1653 (toll free) or UBS Securities LLC at (203) 719-4210 (call
collect) or (888) 719-4210 (toll free).  Requests for documents
may be directed to Global Bondholder Services Corporation, which
is acting as the information agent for the Consent Solicitation,
at (866) 470-3700 (toll free) or (212) 430-3774 (banks and
brokers).

None of the representatives or employees of the Company or any of
its subsidiaries, Warner Music Group or any of its subsidiaries,
the Solicitation Agents, the Information Agent or Wells Fargo
Bank, National Association, as trustee under the Indenture, make
any recommendations as to whether or not holders of the Notes
should issue their consents pursuant to the Consent Solicitation,
and no one has been authorized by any of them to make such
recommendations.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at March 31, 2011, showed $3.61
billion in total assets, $3.87 billion in total liabilities and a
$254 million in total deficit.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services on Aug. 13, 2010, revised its rating outlook on
Warner Music Group Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  "The revised outlook reflects continued revenue and
EBITDA declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

As reported by the TCR on Oct. 4, 2010, Fitch affirmed these
ratings: Warner Music Group Corp. (IDR at 'BB-'.); WMG Holdings
Corp. (IDR at 'BB-'; and -- Unsecured notes at 'B'); and WMG
Acquisition Corp. (IDR at 'BB-'; Secured notes at 'BB';
Subordinated notes at 'B+').

Fitch's ratings are supported by WMG's market position as the
third largest music distributor/label, with a 20% market share
according to Nielsen SoundScan.  Fitch said liquidity is
sufficient, as the company generates sufficient cash to support
operations and capital expenditures.  As of June 30, 2010, WMG had
$400 million in consolidated cash and cash equivalents (including
$176 million of cash at the parent holding company).  There are no
maturities until 2014, when approximately $900 million in
subordinated debt (including WMG Holdings Corp. notes) are due.

Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Warner Music Group Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.


WAVE SYSTEMS: Incurs $2.25 Million Net Loss in First Quarter
------------------------------------------------------------
Wave Systems Corp. reported a net loss of $2.25 million on $7.47
million of total net revenues for the three months ended March 31,
2011, compared with a net loss of $764,175 on $5.87 million of
total net revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $14.94
million in total assets, $11.85 million in total liabilities and
$3.09 million in total stockholders' equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/HBjrr5

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.


WESTRIM INC: Westrim Crafts in Chapter 11 Following Losses
----------------------------------------------------------
Hang Nguyen, writing for The Orange County Register, reports that
Westrim Crafts said in a court filing that it bought several craft
companies between 2000 and 2006, including Blue Moon Beads, with
the intent to providing cost leverage and strengthening its
relationships with key retail customers, including Michaels, Jo-
Ann and Walmart.  However, changes in retailer strategy and
increased competition resulted in a decline in revenue from about
$125 million in 2005 to $30 million in 2010.

In May 2010, Westrim sold its scrapbooking and paper crafting
business to ANW Crestwood.  The following month, Westrim marketed
the assets of Blue Moon Beads, a move it hopes will pay all debts
and return any remaining capital to shareholders once the sale is
complete.  "In the absence of new capital or a sale . . . debtor's
business will be forced to close, permanently," according to a
bankruptcy court document.

Van Nuys, California-based Westrim, Inc., doing business as
Westrim Crafts, produces products such as beading for costume
jewelry and scrapbooking and album kits that's been sold by
Walmart and Jo-Ann Fabric and Craft Stores.  It filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-15313) in San Fernando
Valley, California on April 29, 2011.  Alexis M. McGinness, Esq.,
and David M. Poitras, Esq., at Jeffer Mangels Butler & Mitchell
LLP, in Los Angeles, serve as counsel to the Debtor.  The Debtor
estimated assets of up to $10 million and debts between
$10 million and $50 million as of the Chapter 11 filing.

A case summary for Westrim Inc. is in the May 3, 2011 edition of
the Troubled Company Reporter.


WHITE FARMS: Labor Dep't Suit Referred to Bankruptcy Court
----------------------------------------------------------
District Judge Richard G. Kopf referred the lawsuit, Hilda L.
Solis, Secretary of Labor, United States Department of Labor, v.
White Farms Trucking, Inc., Triple C Transport, L.L.C, Craig
White, individually, and Vonnie White, individually, No.
4:10CV3134 (D. Neb.), to the U.S. Bankruptcy Court for the
District of Nebraska after defendant White Farms filed a
suggestion of bankruptcy.  A copy of Judge Kopf's May 13, 2011
Order is available at http://is.gd/e13ewLfrom Leagle.com.

White Farms Trucking, Inc., in Doniphan, Nebraska, filed for
Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 10-43797) on
Dec. 21, 2010, listing $1 million to $10 million in assets and
debts.  Robert V. Ginn, Esq. -- rvgbknotice@huschblackwell.com --
at Husch Blackwell Sanders, serves as bankruptcy counsel.


WIEN AMERICA: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wien America, LLC
        3035 W Olympic Blvd.
        Los Angeles, CA 90006

Bankruptcy Case No.: 11-31126

Chapter 11 Petition Date: May 16, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Dirk Anderson-Burley, Esq.
                  ANDERSON LAW FIRM
                  3701 Wilshire Blvd., Suite 1050
                  Los Angeles, CA 90010
                  Tel: (213) 383-5400

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-31126.pdf

The petition was signed by Hae Duk Kim, owner, controlling
shareholder.


* Investors Eye U.S. Bank Deals Rinsed in Chapter 11
----------------------------------------------------
Tom Hals at Reuters reports that investors who have been
frustrated in their attempts to buy some of the hundreds of
failing U.S. banks are testing a new approach that is being hailed
as a way to rescue lenders and protect the government's deposit
insurance fund.  Rather than wait for an ailing bank to be seized
by regulators and quickly sold to a rival, dealmakers are touting
a recent $6.5 million bankruptcy sale as a way to attract new
investors who can infuse banks with life-saving capital.

Mr. Hals recounts that SKBHC Holdings LLC, backed by units of
Goldman Sachs Group Inc and Oaktree, paid $6.5 million for
AmericanWest, which had $1.6 billion of assets and $1.4 billion of
deposits at the end of 2010. The buyers agreed to pump in up to
$200 million to get the bank back on its feet.  The deal saved the
Federal Deposit Insurance Corp's deposit insurance fund $330
million, according to court documents, and protected creditors
from being wiped out.


* Chadbourne & Parke Adds Two More to Special Investigations
------------------------------------------------------------
The international law firm Chadbourne & Parke LLP disclosed that
Pamela J. Marple and Christopher D. Man have rejoined the firm, as
partner and counsel, respectively.  Ms. Marple will split her time
between the New York and Washington, DC offices and Mr. Man will
be resident in Washington, DC.

Ms. Marple, a former trial attorney with the Department of Justice
with a breadth of experience in civil and government litigation,
will join as a partner, focusing her practice on financial
litigation and government enforcement actions and investigations.
She was formerly a partner at McDermott Will & Emery in
Washington, DC.

Mr. Man, also a former partner at McDermott, focuses his practice
on all aspects of white collar trial and appellate work and brings
a variety of litigation and investigation experience to the firm.

"Chadbourne is pleased to welcome Pamela and Chris back to the
firm," said Chadbourne Managing Partner Andrew A. Giaccia.  "The
addition of these two talented attorneys, along with the recent
return of Abbe Lowell, greatly enhances our capabilities with
respect to the increasingly important area of special
investigations and government enforcement, as well as our overall
litigation offerings."

Ms. Marple, previously counsel at Chadbourne from 2003-2007,
represents clients in all aspects of commercial civil litigation
and government investigations, including concurrent civil
litigation, governmental enforcement actions, and investigations
by, among others, the Department of Justice and the Securities and
Exchange Commission.  She has experience in parallel proceedings
in antitrust, foreign corrupt practices, securities and financial
services, campaign finance, tax and general corporate fraud.  Ms.
Marple's roster of high-profile clients includes major insurance
companies and their executives, international electronics and
technology corporations, telecommunications companies and trading
executives.

Mr. Man, who was an associate at Chadbourne from 2003-2007,
defends clients accused of violating securities laws, the
Racketeer Influenced and Corrupt Organizations Act (RICO) and the
Foreign Corrupt Practices Act (FCPA).  Mr. Man also advises
companies on compliance with FCPA, the Foreign Agents Registration
Act (FARA) and trades sanctions.

Ms. Marple spent five years as a trial attorney with the U.S.
Department of Justice and three years as a managing counsel with
the U.S. Senate, where she served as counsel to the Senate
Judiciary Committee, deputy chief counsel and chief counsel to the
Minority on the Permanent Subcommittee on Investigations.  She is
also a former co-chair and elected member of the Steering
Committee of the Administrative Law and Agency Practice Section of
the D.C. Bar.  Ms. Marple earned her B.A., cum laude, from the
University of Virginia in 1986 and her J.D., cum laude, from the
University of Wisconsin in 1991.

A frequent author, Mr. Man has written numerous articles for legal
publication, including The National Law Journal, New York Law
Journal, Legal Times, http|://www.law.com , Business Crimes
Bulletin and several prominent law reviews. He received his B.A.
from the University of Kansas in 1992, and his J.D. from
Washington University School of Law in 1995.  Mr. Man earned his
LL.M. from George Washington University Law School in 1997.

"Pamela and Chris's extensive experience advising clients in
complex litigation and government investigations make them a
valuable asset for Chadbourne's clients," said Abbe Lowell, head
of Chadbourne's White Collar Defense and Special Litigation and
Investigations Group.  "Whether dealing with FCPA compliance
issues, litigating a fraud case or facing a government
investigation, clients stand to benefit from their knowledge,
courtroom skills and client service."

               About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
venture capital and emerging companies, energy/renewable energy,
communications and technology, commercial and products liability
litigation, arbitration/IDR, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, executive compensation and employee benefits,
employment law and ERISA, trusts and estates, and government
contract matters.  Major geographical areas of concentration
include Russia, Central and Eastern Europe, the Middle East,
Turkey and Latin America.  The Firm has offices in New York,
Washington, DC, Los Angeles, Mexico City, Sao Paulo, London,
Moscow, Warsaw, Kyiv, Almaty, Dubai and Beijing.


* Garden City Group Promotes Ferrante to Asst. VP for Bankr. Ops.
-----------------------------------------------------------------
The Garden City Group, Inc. disclosed that Angela Ferrante has
been promoted to assistant vice president, bankruptcy operations.
Based in GCG's East Coast headquarters in Lake Success, N.Y.,
Ferrante will manage GCG's bankruptcy operations, which includes
providing ongoing client counsel, supervising the administration
of bankruptcy matters, and assisting with new business efforts.

"As GCG's bankruptcy practice has grown, Angela emerged as the
natural leader for this division with her focus on excellence,
training and client service," said Karen Shaer, GCG's executive
vice president and general counsel.  "She did a superb job running
the landmark General Motors bankruptcy case from pre-filing stage
through emergence.  She leads by example, and has worked
tirelessly to demonstrate to clients that GCG delivers the best
work product in the marketplace and does so with unparalleled
responsiveness."

Ferrante's legal experience as a bankruptcy and restructuring
attorney complements her work in ensuring that GCG meets its
clients' Chapter 11 administrative needs.  Having previously acted
as senior director, bankruptcy at GCG, Ferrante will use her legal
knowledge and experience, managerial skills and keen attention to
client needs to oversee the continued growth of GCG's bankruptcy
practice.

"I am honored to have been chosen to lead the continued
development of the company's bankruptcy operations," said
Ferrante.  "I look forward to continuing to work with GCG's expert
bankruptcy team to ensure that our capabilities, practice and
services remain the best in the field."

Ferrante will work closely with Jeff Stein, vice president,
bankruptcy, who also runs GCG's solicitation department.  Working
in tandem, they will provide seamless, outstanding and
comprehensive service to all of GCG's bankruptcy clients.

Prior to joining GCG, Ms. Ferrante practiced as a bankruptcy and
restructuring attorney at Akin Gump Strauss Hauer & Feld LLP and
at Weil, Gotshal & Manges LLP.  Before that, she received her
juris doctor from Brooklyn Law School and her undergraduate degree
from New York University.

                  About The Garden City Group

GCG is the recognized leader in legal administration services for
class action settlements and other claims administration,
bankruptcy cases and legal noticing programs, with more than 1,000
employees in offices coast-to-coast.  The firm has been engaged in
many high-profile distribution matters, including the General
Motors bankruptcy, the $6.05 billion WorldCom settlement, the $3.5
billion Visa/MasterMoney Antitrust settlement, the $3.4 billion
Native American Trust Settlement and the $20 billion Gulf Coast
Claims Facility.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In Re Jeffrey Stumb
   Bankr. N.D. Ala. Case No. 11-81706
      Chapter 11 Petition filed May 11, 2011

In Re Steven Phillips
   Bankr. D. Ariz. Case No. 11-13669
      Chapter 11 Petition filed May 11, 2011

In Re James Seely
   Bankr. C.D. Calif. Case No. 11-30498
      Chapter 11 Petition filed May 11, 2011

In Re J.R. Yeager Tile Co., Inc.
   Bankr. E.D. Calif. Case No. 11-31715
      Chapter 11 Petition filed May 11, 2011
         See http://bankrupt.com/misc/caeb11-31715.pdf

In Re Van Der Meer, LLC
   Bankr. E.D. Calif. Case No. 11-91692
      Chapter 11 Petition filed May 11, 2011
         filed pro se

In Re Dan Dunn
   Bankr. N.D. Ind. Case No. 11-11845
      Chapter 11 Petition filed May 11, 2011

In Re Comprehensive Community Solutions, Inc.
   Bankr. N.D. Ill. Case No. 11-82152
      Chapter 11 Petition filed May 11, 2011
         See http://bankrupt.com/misc/ilnb11-82152.pdf

In Re Luzack Brothers
   Bankr. N.D. Ill. Case No. 11-20169
      Chapter 11 Petition filed May 11, 2011


In Re James Cristbrook
   Bankr. E.D. Mich. Case No. 11-53545
      Chapter 11 Petition filed May 11, 2011

   In Re Kevin Cristbrook
      Bankr. E.D. Mich. Case No. 11-53540
         Chapter 11 Petition filed May 11, 2011


In Re Miller Church of God In Christ
   Bankr. E.D. Mich. Case No. 11-53578
      Chapter 11 Petition filed May 11, 2011
         See http://bankrupt.com/misc/mieb11-53578p.pdf
         See http://bankrupt.com/misc/mieb11-53578c.pdf

In Re Crispin Perez
   Bankr. D. Nev. Case No. 11-17354
      Chapter 11 Petition filed May 11, 2011

In Re Empire Warehousing & Distribution Inc.
   Bankr. D. N.J. Case No. 11-24800
      Chapter 11 Petition filed May 11, 2011
         See http://bankrupt.com/misc/njb11-24800.pdf

In Re American Sevashram Sangha, Inc.
   Bankr. E.D. N.Y. Case No. 11-43974
      Chapter 11 Petition filed May 11, 2011
         filed pro se

In Re 195 Claremont Food, Inc.
        aka Columbia Deli
   Bankr. S.D. N.Y. Case No. 11-12266
      Chapter 11 Petition filed May 11, 2011
        See http://bankrupt.com/misc/nysb11-12266.pdf

In Re Nancy Edwards
   Bankr. M.D. Tenn. Case No. 11-04840
      Chapter 11 Petition filed May 11, 2011

In Re Larry McClendon
   Bankr. E.D. Texas Case No. 11-41527
      Chapter 11 Petition filed May 11, 2011

In Re Charles Winson
      Julie Winson
   Bankr. W.D. Texas Case No. 11-11200
      Chapter 11 Petition filed May 11, 2011

In Re Elizabeth Van Houtte
   Bankr. E.D. Va. Case No. 11-13514
      Chapter 11 Petition filed May 11, 2011

In Re Michael Gross
   Bankr. E.D. Va. Case No. 11-13529
      Chapter 11 Petition filed May 11, 2011



                           *********

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.

The Sunday TCR delivers securitization rating news from the week
then-ending.

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.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  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.


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