TCR_Public/110524.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 24, 2011, Vol. 15, No. 142

                            Headlines

3PEA INTERNATIONAL: Reports $6,440 First Quarter Net Profit
15-35 HEMPSTEAD: Karen L. Gilman Appointed as Chapter 11 Trustee
207 REDWOOD: Disclosure Statement Hearing Reset for Aug. 24
ACCESS PHARMACEUTICALS: Incurs $1.9-Mil. Net Loss in First Quarter
AGY HOLDING: Files Form 10-Q; Incurs $7.07MM Net Loss in Q1

AIROCARE INC: Timothy Hyland Withdrawn to Represent Young Parties
ALANCO TECHNOLOGIES: Receives NASDAQ Listing Notification
ALION SCIENCE: Incurs $9.7-Mil. First Quarter Net Loss
AMBASSADORS INT'L: Wins Final Approval of $20-Mil. Financing
AMBASSADORS INT'L: Sells Windstar Business to Xanterra Holding

AMBASSADORS INT'L: Has Okay to Sell Windstar to Anschutz for $39MM
AMERICAN NATURAL: Incurs $620,600 Net Loss in First Quarter
AMERICAN PATRIOT: Incurs $281,900 Net Loss in First Quarter
AMSCAN HOLDINGS: Incurs $2.49 Million First Quarter Net Loss
ARETE INDUSTRIES: Posts $453,700 First Quarter Net Loss

ASARCO LLC: Globe Plant to be Redeveloped
ASARCO LLC: Ex-Worker Wins $870,000 in Sexual Harassment Case
ATLANTIC SOUTHERN: Financials Delayed; Bank Has Capital Issues
ATRINSIC, INC: Posts $3.5 Million First Quarter Net Loss
BANKATLANTIC BANCORP: Files Supplements to $30MM Offering

BANKS HOLDING: Court Denies Bid for Trustee or Ch. 7 Conversion
BATAA/KIERLAND: Evidentiary Hearing on Cash Use Set for June 16
BERNARD L. MADOFF: Trustee Details Work on Bankruptcy Case
BERNARD L. MADOFF: Trustee Defends $1-Bil. Suit vs. Mets Owners
BERRY PLASTICS: Incurs $2 Million Net Loss in April 2 Quarter

BIOLIFE SOLUTIONS: Incurs $630,100 Net Loss in First Quarter
BIOVEST INTERNATIONAL: Reports $82,000 Net Income in March 31 Qtr.
BLACK RAVEN: Incurs $945,000 First Quarter Net Loss
BLOCKBUSTER CANADA: Chapter 15 Case Summary
BORDERS GROUP: Has Approval for TIAA Lease Termination Pact

BORDERS GROUP: Wins OK of MM 100 Lease Termination Pact
BORDERS GROUP: Has Stipulation for Replacement LOC with Travelers
BRIGHAM EXPLORATION: Amends Credit Agreement with BoA
BRIGHAM EXPLORATION: Accelerating Drilling Operations
BRIGHAM EXPLORATION: To Offer $250 Million Senior Notes Due 2019

CAESARS ENTERTAINMENT: Amends Senior Secured Credit Agreement
CAPITOL CITY BANCSHARES: Reports $85,300 Net Income in Q1 2011
CAPMARK FINANCIAL: Seeks to Buy Tax Credit Loans From Affiliate
CASCADES INC: S&P Affirms CCR at 'BB-'; Outlook Now Positive
CHINA CENTURY: Receives Add'l Notice of NYSE Amex Non-Compliance

CHINA RITAR: Receives Nasdaq Staff Deficiency Letter
CHINA RUITAI: Reports $735,900 First Quarter Net Income
CHINA VILLAGE: Can Access Cash Collateral to Pay Property Taxes
CHRISTIAN BROTHERS: Schedules Filing Deadline Extended to June 13
CICERO INC: Incurs $435,000 Net Loss in First Quarter

CIRTRAN CORP: Delays Filing of First Quarter Form 10-Q
CLAIRE'S STORES: Expects $346-Mil. in Net Sales for First Quarter
CLEAN BURN: Has Access to Cape Fear Cash Collateral Until June 5
CLEAN BURN: Taps Smith, Anderson, as Special Counsel
CLEAN BURN: LREMC Seeks Unsecured Creditors' Committee Membership

CLEAN DIESEL: Posts $2.3 Million First Quarter Net Loss
COLONIAL BANCGROUP: Court Rejects Liquidation Plan
COLUMBUS COUNTRY CLUB: Meeting of Creditors on June 12
COMPREHENSIVE CARE: Reports $41,000 First Quarter Net Income
CONQUEST PETROLEUM: Delays Filing First Quarter Form 10-Q

CONSTAR INT'L: Judge Approves Reorganization Plan
CONSTAR INT'L: Wins Confirmation of Prepackaged Plan
CORD BLOOD: Delays Filing of First Quarter Form 10-Q
CORNERSTONE BANCSHARES: Files Form 10-Q; Posts $252,275 Income
CP JFK LLC: Ch. 11 Trustee Can Sell Hotel Property for $13.8-Mil.

CROWNE PLAZA: Lender Wants Dismissal or Ch. 11 Trustee
CUMULUS MEDIA: Reports $16.1-Mil. First Quarter Net Income
CUMULUS MEDIA: Prices $610 Million 7.75% Senior Notes Offering
DBSD N.A.: Court Approves Disclosure Statement
DEARBORN BANCORP: Reports $154,000 First Quarter Net Income

DPAC TECHNOLOGIES: Posts $191,000 First Quarter Net Loss
EASTERN LIVESTOCK: Lease Decision Deadline Extended to July 26
EASTMAN KODAK: 14 Directors Elected at Annual Meeting
EAU TECHNOLOGIES: Incurs $700,830 First Quarter Net Loss
ENEA SQUARE: Has Until June 15 to Use NUCP FUND's Cash Collateral

EVERGREEN TRANS: Reorganization Case Converted to Liquidation
EZENIA! INC: Incurs $784,000 Net Loss in March 31 Quarter
FENTURA FINANCIAL: Files Form 10-Q; Posts $310,000 Q1 Net Income
FIRST SECURITY: Incurs $2.65-Mil. First Quarter Net Loss
FISHER ISLAND: Bond Not Filed to Support Involuntary

GAS CITY: Has Continued Access to Bank of America Cash Collateral
GENCORP INC: Moody's Upgrades Corporate Family Rating to 'B1'
GENERAL MARITIME: OCM Marine Discloses 16.6% Equity Stake
GREAT ATLANTIC: Section 341(a) Meeting Scheduled for May 31
GRUBB & ELLIS: Incurs $18.7-Mil. First Quarter Net Loss

GULFSTREAM INT'L: Pilots Ratify Collective Bargaining Deal
HAMPTON ROADS: Incurs $31.6-Mil. First Quarter Net Loss
HARRISON TOWN: Moody's Lowers General Obligation Rating to 'Ba3'
HARRY & DAVID: Files Joint Plan of Reorganization
HEARUSA INC: Given Approval for $10 Million Financing

HEARUSA INC: Gets Delisting Notices From NYSE Amex LLC
HEATING OIL: No Notice of Bankruptcy No Defense on Stay Violation
HERBST GAMING: Changes Name to Affinity Gaming
HERCULES OFFSHORE: Appoints Craig Muirhead as VP and Treasurer
HIGHLANDS OF LOS GATOS: U.S. Trustee Wants Case Converted to Ch. 7

HORIZON BANCORP: Lowers First Quarter Net Loss to $21,400
HUMBOLDT CREAMERY: Former CEO Hit With 2.5 Years for Fraud
IMH FINANCIAL: Incurs $5.4-Mil. First Quarter Net Loss
INNKEEPERS USA: Preferred Equity Receiving $3.5 Million
INNOVATIVE FOOD: Reports $170,100 First Quarter Net Income

INT'L AUTOMOTIVE: Moody's Assigns 'B1' Corporate Family Rating
INT'L AUTOMOTIVE: S&P Gives 'B+' Corporate; Outlook is Stable
INTERNATIONAL GARDEN: Has Until Aug. 1 to Propose Chapter 11 Plan
INT'L LEASE: Moody's Assigns 'B1' Rating to Sr. Unsecured Notes
INT'L LEASE: Fitch Expects to Rate $1B Unsecured Notes at 'BB'

INT'L LEASE: S&P Hikes Rating on Unsecured Debt From 'BB+'
INVENTIV HEALTH: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
JAMES RIVER: Closes $475 Million Cash Acquisition of IRP
KB GRADING: Equipment to be Liquidated at Lender-Owned Auction
LEHMAN BROTHERS: Glenview Entities' $5.6-Mil. Claims Resolved

LEHMAN BROTHERS: PIMCO Paid Premium Price on Lehman Stake
LEVI STRAUSS: Names A. Rohosy as EVP and Pres. of Global Dockers
LIBERTY MEDIA: Moody's Says Ratings Not Affected by Tender Offer
LOWER BUCKS: Resumes Hyperbaric Medicine Services
M&T BANK: DBRS Assigns 'BB' Rating to Perpetual Preferred Stock

MAJESTIC CAPITAL: To Hire Michelman & Robinson as Special Counsel
MARTIN CADILLAC: Chapter 11 Trustee Taps EisnerAmper as Accountant
MEMC ELECTRONIC: S&P Assigns 'BB' Corporate Credit Rating
MERCANTILE BANCORP: Shareholders Vote to Reelect Ted Awerkamp
MERIT GROUP: Gets $55 Million in Financing From Lender

MERITAGE HOMES: Fitch Affirms IDR at 'B+'; Outlook Stable
MGM RESORTS: Amends WPIP on HKSE Common Stock Listing
MICHAELS STORES: Tampering Probe Won't Affect Moody's Ratings
MONEYGRAM INT'L: Amends From S-3 for $500-Mil. Offering
MP-TECH AMERICA: Taps CBRE and AccuVal Associates as Appraisers

MP-TECH AMERICA: Taps Burton & Armstrong as Bankruptcy Counsel
MPG OFFICE: Caspian Capital Owns 8.6% of Preferred Shares
MOHEGAN TRIBAL: Reports $24.7-Mil. Net Income in March 31 Qtr.
NO FEAR RETAIL: Wants Until Aug. 23 to Propose Reorganization Plan
NO FEAR RETAIL: Taps Venturi & Company as Financial Advisors

NO FEAR RETAIL: Wants Until Sept. 22 to Accept and Reject Leases
NORTH AMERICAN PETROLEUM: Amends Schedules of Assets and Debts
NORTH AMERICAN PETROLEUM: Kinetic Advisors to Aid in Restructuring
NORTH AMERICAN PETROLEUM: Pays Off Lender With Sale
NORTHGATE CROSSING: Sec. 341 Creditors' Meeting on June 10

NOVADEL PHARMA: Posts $2.6 Million First Quarter Net Loss
OIL STATES: Moody's Rates New 600-Mil. Senior Notes at 'Ba3'
OIL STATES: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
OK ETON: Hearing on Case Conversion Plea Continued Until July 5
OMNICOMM SYSTEMS: Posts $3.9-Mil. First Quarter Net Loss

ORBITAL SCIENCE: Moody's Affirms 'Ba1' Corporate Family Rating
PETROLEUM & FRANCHISE: Wants to Solicit Plan Votes Until July 29
PJ FINANCE: Torchlight Seeks to Terminate Right to Use Cash
PLY GEM HOLDINGS: Incurs $70.9-Mil. Net Loss for April 2 Quarter
POLI-GOLD LLC: Taps Keller Williams as Real Estate Listing Broker

PONIARD PHARMA: Files Form 10-Q; Posts $3.2MM Net Loss in Q1 2011
POWER EFFICIENCY: Posts $870,700 First Quarter Net Loss
PRM REALTY: Wants Until May 31 to Propose Reorganization Plan
PROFESSIONAL VETERINARY: Plan Exclusivity Extended Until Aug. 15
PURADYN FILTER: Posts $326,400 First Quarter Net Loss

REALTY EXECUTIVES: Owes $400,000 in Debt to Johnson Bank
RIVER ISLAND: Wants to Sell Residential Property for $3,950,000
RQB RESORT: Wants to Get Goldman Sachs' Consent on Courses Deal
SAN JOAQUIN: Fitch Affirms 'BB' Rating on $2.08B Revenue Bonds
SATELITES MEXICANOS: Can Hire Rubio Villegas as Mexican Counsel

SATELITES MEXICANOS: Has Court's Final Nod to Use Cash Collateral
SAVANNA ENERGY: DBRS Assigns 'B' Issuer Rating
SBARRO INC: In Talks With Mystery Buyer on Likely Buyout
SCHUTT SPORTS: Has OK to Pay Trade Claims From $400T Escrow
SCOVILL FASTENERS: Committee Taps Greenberg Traurig as Counsel

SCOVILL FASTENERS: Taps Carl Marks as Financial Advisor
SCOVILL FASTENERS: Has Until May 31 to File Statements & Schedules
SCOVILL FASTENERS: Unsecured Creditors Want 4% Carveout From Sale
SECUREALERT INC: Posts $2.5 Million Net Loss in March 31 Quarter
SEDONA DEVELOPMENT: Disclosure Statement Hearing Tomorrow

S.H. LEGGITT: Court Approves Finance Deal with Premium Assignment
S.H. LEGGITT: Plan of Reorganization Wins Court Approval
SHENGDATECH, INC.: Appeals Delisting Determination by NASDAQ
SIGG SWITZERLAND: Class Suits, Declining Sales Cue Bankruptcy
SIRIUS XM: To Settle "Carl Blessing" Lawsuit Pending in N.Y.

SIZZLING PLATTER: S&P Assigns 'B-' Corporate Credit Rating
SOUTH EDGE: Chapter 11 Trustee Sues JPMorgan, Focus
SPANISH BROADCASTING: Reports $310,000 First Quarter Net Income
SPANISH BROADCASTING: Caspian Owns 5.59% of Class A Common Stock
SPECTRUM BRANDS: Moody's Upgrades CFR to 'B1'; Outlook Stable

STATION CASINOS: GVR and Aliante Debtors File Schedules
STATION CASINOS: U.S. Govt. Presents Issues on Appeal
STATION CASINOS: GV Ranch Proposes to Hire FTI as Advisor
STATION CASINOS: GV Ranch Wins OK for Kirkland as Counsel
SUMMIT BUSINESS MEDIA: Exits Chapter 11 Via Pre-Arranged Plan

SUN PRODUCTS: Moody's Downgrades Corporate Family Rating to 'B2'
SUNSTATE EQUIPMENT: Moody's Puts Caa2 Rating on Sr. Secured Notes
SUNSTATE EQUIPMENT: S&P Rates $170MM Second-Lien Notes at 'CCC+'
SUPER FRESH: Village Super Market to Acquires Two Stores
SUSSEX COUNTY: S&P Raises Ratings on Revenue Bonds From 'B/B'

TENNECO INC: S&P Raises Corp. Rating to 'BB' on Strong Sales
TEREX CORP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
TIB FINANCIAL: Files Form 10-Q; Posts $1.06MM Net Income in Q1
UNITED SECURITY: A.M. Best Lifts Fin'l Strength Rating to 'C-'
US FOODSERVICE: S&P Assigns 'B' Corporate Credit Rating

USG CORP: Four Directors Elected at Annual Meeting
VALLEY ROAD: S&P Withdraws 'BB' Credit Rating After Debt Paydown
VILICA LLC: Hires Coldwell Banker as Real Estate Broker
VILICA LLC: Taps Weaverville Realty as Real Estate Broker
WASHINGTON MUTUAL: Plan Confirmation Hearing Adjourned to June 29

WASHINGTON MUTUAL: Equity Committee Proposes BDO as Tax Advisor
WEST END FINANCIAL: Consolidation Opposed by U.S. Trustee
WILLIAM LYON: Incurs $136.78 Million Net Loss in 2010
WILLIAM LYON: Delays Filing of March 31 Form 10-Q
WIZZARD SOFTWARE: Posts $606,800 First Quarter Net Loss

WILLIAM SWITZER: Chapter 15 Case Summary
WINDSOR FINANCING: S&P Rates $268.5-Million Bonds at 'B+'
WINFREE ACADEMY: S&P Lowers Rating on $8.24MM Bonds to 'BB+'
WORLDGATE COMMUNICATIONS: Posts $4.6 Million Net Loss in Q1 2011
W.R. GRACE: IDOR Says Claims Valid in Absence of Tax Returns

W.R. GRACE: Registers 2,100,000 Shares for Stock Incentive Plan
W.R. GRACE: Officers Disclose Acquisition of Common Stock

* Liquidity, Covenant Problems Abating on Junk Debt
* Inherited Home, IRA Remain Exempted Assets
* Failure to Pay Taxes Alone Doesn't Prevent Discharge

* Sullivan & Cromwell Settles Fee Fight With Ex-Partner

* Large Companies With Insolvent Balance Sheets


                            *********


3PEA INTERNATIONAL: Reports $6,440 First Quarter Net Profit
-----------------------------------------------------------
3Pea International, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $6,442 on $937,569 of revenues for the
three months ended March 31, 2011, compared with a net loss of
$47,402 on $448,864 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $3.2 million
in total assets, $6.3 million in total liabilities, and a
stockholders' deficit of $3.1 million.

Sarna & Company, in Thousand Oaks, Calif., expressed substantial
doubt about 3Pea International'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.

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

                       http://is.gd/ZatXn5

Henderon, Nev.-based 3Pea International, Inc., is a payment
solutions company which currently focuses on providing proprietary
transaction processing solutions for healthcare and financial
applications providing prepaid debit cards, which are also known
as stored value cards (SVCs).


15-35 HEMPSTEAD: Karen L. Gilman Appointed as Chapter 11 Trustee
----------------------------------------------------------------
The Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey approved the appointment of:

         Karen L. Gilman, Esq.
         WOLFF & SAMSON PC
         The Offices at Crystal Lake
         One Boland Drive
         West Orange, NJ 07052

as Chapter 11 trustee of the estates of 15-35 Hempstead
Properties, LLC, and Jackson 299 Hempstead, LLC.

The trustee will monitor the amount of funds on hand and ensure
that the bonds are set in an amount that is at least one and one-
half times (150%) of the average monthly balance of funds on hand.

Roberta A. DeAngelis, U.S. Trustee, Region 3, has has initially
fixed the trustee's bond at $40,000 for 15-35 Hempstead and
$10,000 for Jackson 299.

On May 4, 2011, the Court approved the request to appoint a
Chapter 11 trustee in the Debtors' cases.

The U.S. Trustee is represented by:

         Martha R. Hildebrandt, Esq.
         Mitchell B. Hausman, Esq.
         One Newark Center, Suite 2100
         Newark, NJ 07102
         Tel: (973) 645-3014
         Fax: (973) 645-5993

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, owns real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43178) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists 15-35 Hempstead in its restructuring effort.
15-35 Hempstead estimated its assets and debts at $10 million to
$50 million.

Affiliate Jackson 299 Hempstead, LLC, owns a parcel of real
property at 101 Boardwalk in Atlantic City, New Jersey.  It filed
for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 10-
43180) on Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi
Ciardi & Astin, assists Jackson 299 in its restructuring effort.
The Debtors tapped Beverly Cox as its bookkeeper, and Landis
Company, LLC, as its real estate broker.  Jackson 299 estimated
its assets and debts at $10 million to $50 million.

The cases are jointly administered under 15-35 Hempstead
Properties, LLC.

Karen L. Gilman, Esq. as Chapter 11 Trustee of the Debtors' estate
tapped Wolff & Samson PC as its attorney.


207 REDWOOD: Disclosure Statement Hearing Reset for Aug. 24
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
rescheduled to August 24, 2011, at 10:00 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining 207
Redwood LLC's proposed Plan of Reorganization.

The hearing was previously set for Aug. 17.

At the hearing, the Court will also consider the objection to the
Disclosure Statement filed on behalf of RL BB Financial, LLC.

As reported in the March 17, 2011 edition of the Troubled Company
Reporter, under the Plan, holders of interests in the Debtor will
not receive or retain anything on account of their Interests, and
their Interests will be canceled and extinguished as of the
Effective Date.

The Debtor's largest secured creditor, RL BB Financial, will be
paid 100% of its allowed Secured Claim over time.

Harbor Hotel Developers LLC, as the New Investor, will acquire the
equity interests of the Reorganized Debtor in consideration for
funding the Plan and will make all distributions under the Plan.
All property of the Debtor's Estate not otherwise specifically
treated under the Plan will become Reorganized Debtor's property.

Claims held by the Debtor's creditors will be paid from (a) income
generated by the Reorganized Debtor or (b) additional capital
provided by the New Investor.  Moreover, funds needed to finish
renovations of the Property and to operate the Property will be
paid by the New Investor.

A full-text copy of the Disclosure Statement is available at no
charge at http://bankrupt.com/misc/207REDWOOD_DS.pdf

                      About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11
protection (Bankr. D. Md. Case No. 10-27968) on Aug. 6, 2010.
James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at
Logan, Yumkas, Vidmar & Sweeney LLC, in Annapolis, Md., assist the
Debtor in its restructuring effort.  In its amended schedules, the
Debtor disclosed $14,500,000 in assets and $24,097,109 in
liabilities as of the Petition Date.


ACCESS PHARMACEUTICALS: Incurs $1.9-Mil. Net Loss in First Quarter
------------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.90 million on $150,000 of total revenues for the
three months ended March 31, 2011, compared with net income of
$1.09 million on $102,000 of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$6.87 million in total assets, $29.58 million in total
liabilities, and a $22.70 million total stockholders' deficit.

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

                        http://is.gd/TsXf0O

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing pharmaceutical products primarily
based upon its nano-polymer chemistry technologies and other drug
delivery technologies.  The Company currently has one approved
product, one product candidate at Phase 3 of clinical development,
three product candidates in Phase 2 of clinical development and
other product candidates in pre-clinical development.

The Company reported a net loss of $7.54 million on $481,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $17.34 million on $352,000 of revenue during the prior year.

As reported by the TCR on April 5, 2011, Whitley Penn LLP, in
Dallas, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


AGY HOLDING: Files Form 10-Q; Incurs $7.07MM Net Loss in Q1
-----------------------------------------------------------
AGY Holding Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting 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 non-controlling
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/JEilwu

                         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.


AIROCARE INC: Timothy Hyland Withdrawn to Represent Young Parties
-----------------------------------------------------------------
The Hon. Robert G. Mayer of the Bankruptcy Court for the Eastern
District of Virginia informed AirOcare, Inc., that Timothy B.
Hyland, Esq. at Stein, Sperling, Bennett, De Jong Driscoll &
Greenfeig, P.C., is no longer representing Eric B. Young, M.D.,
Joyce D.C. Young and EBY Family, LLC.

The Young parties are holders of allowed unsecured claims in the
Debtor's case.

Mr. Hyland related that the Young parties no longer need counsel
of record in the Debtor's case and that the Young parties
consented to Mr. Hyland's motion.

                      About AirOcare, Inc.

Dulles, Virginia-based AirOcare, Inc., was originally for the
purpose of purchasing and developing technologies for air
purification.

AirOcare filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Va. Case No. 10-14519) on May 29, 2010.  Frederick W. H. Carter,
Esq., at Venable LLP, in Washington, D.C.; Kristen E. Burgers,
Esq., and Lawrence Allen Katz, Esq., at Venable LLP, in Vienna,
Va.; and Stephen E. Leach, Esq., at Leach Travell Britt, PC, in
McLean, Va., assist the Debtor in its restructuring effort.  The
Debtor also tapped McGinn Intellectual Property Group PLLC for
intellectual property matters.  Indianapolis-based Wooden &
McGlaughlin LLP represents the Debtor in the lawsuit filed by Key

Electronics.  The Company disclosed $21,360,578 in assets and
$7,973,914 in debts as of the Petition Date. The effective date of
the Debtor's Chapter 11 plan occurred on April 14, 2011. The Court
entered its order confirming the Plan on April 13.


ALANCO TECHNOLOGIES: Receives NASDAQ Listing Notification
---------------------------------------------------------
Alanco Technologies, Inc. has received notice from the Staff of
The NASDAQ Stock Market LLC that following Alanco's sale of its
subsidiary, StarTrak Systems, LLC, to ORBCOMM Inc. ORBC -0.99%  ,
the Staff has concluded that the Company is no longer eligible for
continued listing on The NASDAQ Stock Market.  The Staff made its
determination based on the discretionary authority afforded to
NASDAQ under Listing Rule 5101.  In reaching its conclusion, the
Staff noted that the Company "no longer has any operating
business" following the sale of StarTrak.  Therefore,
notwithstanding the fact that Alanco meets all quantitative
requirements for continued listing, the Staff advised Alanco that
it would be subject to delisting unless it requests a hearing
before a NASDAQ Listing Qualifications Panel.

Accordingly, the Company has requested a hearing before the Panel.
Alanco's common stock will remain listed on NASDAQ pending the
issuance of a decision by the Panel following the hearing.
However, there can be no assurance that the Panel will grant
Alanco's request for continued listing following the hearing.

As noted by Alanco in the May 16, 2011 press release announcing
the sale of StarTrak, the Company is actively pursuing new
opportunities to enhance shareholder value by leveraging its
assets through a strategic merger or acquisition.


ALION SCIENCE: Incurs $9.7-Mil. First Quarter Net Loss
------------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $9.66 million on $202.55 million of
contract revenue for the three months ended March 31, 2011,
compared with net income of $9.16 million on $203.54 million of
contract revenue for the same period during the prior year.  The
Company also reported a net loss of $20.80 million on
$403.32 million of contract revenue for the six months ended
March 31, 2011, compared with net income of $1.22 million on
$409.28 million of contract revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2011, showed
$639.23 million in total assets, $731.23 million in total
liabilities, $157.26 million in redeemable common stock, $20.78
million in common stock warrants, $177,000 in accumulated other
comprehensive loss, and a $269.87 million accumulated deficit.

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

                        http://is.gd/XMgNyg

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science reported a net loss of $15.23 million on
$833.98 million of contract revenue for the year ended Sept. 30,
2010, compared with a net loss of $17.04 million on
$802.22 million of contract revenue during the prior year.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.

Moody's said in March 2010 "The Caa1 corporate family rating
would balance the continued high leverage against a promising
business backlog that could sustain the good 2009 revenue growth
rate, though credit challenges would remain pronounced."


AMBASSADORS INT'L: Wins Final Approval of $20-Mil. Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Ambassadors International Inc., et al., to
obtain secured postpetition financing from Law Debenture Trust
Company of New York, as administrative agent and collateral agent.

The financing consist of a senior secured, superpriority, multiple
draw, non-amortizing term loan facility in the aggregate principal
amount of up to $20,000,000.

The Court also ordered that no more than $75,000 of the proceeds
of the New Money DIP facility, DIP Collateral, may be used by the
Official Committee of Unsecured Creditors to investigate the
prepetition liens or claims of the prepetition secured parties
against the Debtors.

The Debtors are also authorized to access the cash collateral of
the prepetition agent, the prepetition working capital facility
lenders, the second lien trustee and the second lien noteholders.
Whippoorwill Associates, Inc., is the Debtors' prepetition working
capital facility lender.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the DIP secured parties
automatically perfected security interests in and liens on all of
the DIP collateral, and superpriority administrative expense
claims, subject to carve out.

                  About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley
Drye & Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMBASSADORS INT'L: Sells Windstar Business to Xanterra Holding
--------------------------------------------------------------
Ambassadors International, Inc., disclosed May 20 that the U.S.
Bankruptcy Court for the District of Delaware has granted an order
approving the sale of substantially all of Ambassadors' assets,
including its principal operating unit, Windstar Cruises, to TAC
Cruise LLC, an affiliate of Xanterra Holding Corporation.  The
sale is expected to close next week, according to the May 20 press
release.

All of Windstar's luxury yachts are sailing as scheduled, serving
customers and guests with a high level of attention to their
travel experience.

During a court-supervised competitive bidding process in
compliance with Section 363 of the U.S. Bankruptcy Code, TAC
Cruise LLC submitted a winning bid of $39 million in cash.

Windstar will be operated as a wholly-owned subsidiary of Xanterra
Holding Corporation of Greenwood Village, CO. Xanterra Holding
Corporation and its affiliates have operated in the hospitality
and leisure industry for more than 100 years.

"Windstar emerged as a tremendous long-term opportunity due to the
line's exceptional product, loyal following and high level of
guest satisfaction in the luxury travel market," said Andrew N.
Todd, CEO of Xanterra Holding Corporation. "Xanterra intends to
maintain Windstar's business and operations and to invest in
Windstar's growth following the close of the sale."

Hans Birkholz, CEO of Ambassadors and Windstar, said, "Windstar is
very pleased with the successful outcome of this sale process and
expects to complete it by early next week.  Windstar is excited to
have its new owner join in building Windstar's world class brand.
Windstar will be well-positioned for long-term profitability and
success under new ownership and we will continue to provide
exceptional service and extraordinary luxury travel experiences
for our guests."

It is expected that Ambassadors' stockholders and holders of
Ambassadors' convertible notes will not receive any distribution
following the sale and these securities will likely have little,
if any, value following Ambassadors' Chapter 11 proceeding.

                  About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley
Drye & Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMBASSADORS INT'L: Has Okay to Sell Windstar to Anschutz for $39MM
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Windstar Cruises went through an all-day contested
hearing on May 18 and was given tentative approval by the
bankruptcy judge to sell the business for $39 million in cash to a
subsidiary of Anschutz Corp.  Anschutz won the auction where the
first bid came from Whippoorwill Associates Inc.  The holder of
first- and second- lien debt, Whippoorwill was offering to take
ownership in exchange for about $40 million in debt, including
$10 million promised for the Chapter 11 case.

Mr. Rochelle notes that the official creditors' committee objected
to the sale, contending that Whippoorwill controlled Windstar,
manipulated an otherwise unnecessary Chapter 11 filing, and
arranged the sale so the price would be enough to cover the debt
it was owed plus counsel fees, "but not a dollar more."

                About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Attorneys at Richards, Layton & Finger, P.A., serve as co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.

Attorneys at Lowenstein Sandler PC and Bifferato Gentilotti LLC
represent the Official Committee of Unsecured Creditors.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMERICAN NATURAL: Incurs $620,600 Net Loss in First Quarter
-----------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $620,649 on $663,671 of revenue for the
three months ended March 31, 2011, compared with a net loss of
$645,398 on $904,592 of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$17.11 million in total assets, $9.42 million in total
liabilities, and $7.69 million in total stockholders' equity.

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

                       http://is.gd/tEo4Bq

                      About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

The Company reported a net loss of $2.06 million on $2.57 million
of revenue for the year ended Dec. 31, 2010, compared with net
income of $23.95 million on $1.08 million of revenue during the
prior year.

As reported by the TCR on April 5, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss in 2010 and has a
working capital deficiency and an accumulated deficit at Dec. 31,
2010.


AMERICAN PATRIOT: Incurs $281,900 Net Loss in First Quarter
-----------------------------------------------------------
American Patriot Financial Group, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $281,885 on $989,785 of total
interest and dividend income for the three months ended March 31,
2011, compared with a net loss of $1.09 million on $1.37 million
of total interest and dividend income for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$98.07 million in total assets, $96.21 million in total
liabilities, and $1.86 million in total stockholders' equity.

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

                        http://is.gd/8kFXzn

                      About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at Dec. 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."

The Company reported a net loss of $2.29 million on $5.04 million
of total interest and dividend income for the year ended Dec. 31,
2010, compared with a net loss of $4.02 million on $6.23 million
of total interest and dividend income during the prior year.

As reported by the TCR on April 6, 2011, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses for the past four years resulting in a retained
deficit of $5,946,761.  At Dec. 31, 2010, the Company and its
subsidiary were significantly undercapitalized based on regulatory
standards and has consented to an Order to Cease and Desist with
its primary federal regulator that requires, among other
provisions, that it achieve regulatory capital thresholds that are
significantly in excess of its current actual capital levels.  The
Company's nonperforming assets have increased significantly during
2010 and 2009 related primarily to deterioration in the credit
quality of its loans collateralized by real estate.  The Company,
at the holding company level, has a note payable that was due Feb.
28, 2011; however, the Company does not currently have sufficient
funds to pay off this note and it is uncertain whether the lender
will renew the note, or whether the Company can raise sufficient
capital to pay off the note.  This note is securitized by 100% of
the stock of the subsidiary.


AMSCAN HOLDINGS: Incurs $2.49 Million First Quarter Net Loss
------------------------------------------------------------
Amscan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.49 million on $356.18 million of total revenues for the
three months ended March 31, 2011, compared with a net loss of
$369,000 on $308.22 million of total revenues for the same period
a year ago.

The Company's balance sheet at March 31, 2011, showed $1.70
billion in total assets, $1.41 billion in total liabilities,
$33.17 million in redeemable common securities and $258.45 million
total stockholders' equity.

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

                        http://is.gd/48JdNC

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B'
rating after the Company stated that it will use the proceeds from
the proposed term loan facility to pay a roughly $310 million
special dividend to its equity sponsors and repay borrowings under
its existing term loan facility ($342 million outstanding as of
Sept. 30, 2010).

"The affirmation of Amscan's credit ratings reflect S&P's view
that, following payment of its debt-financed dividend payment to
its equity sponsors," said Standard & Poor's credit analyst Linda
Phelps, "it will have a highly leveraged financial risk profile
and its financial policy has become more aggressive."


ARETE INDUSTRIES: Posts $453,700 First Quarter Net Loss
-------------------------------------------------------
Arete Industries, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $453,678 on $29,656 of oil & gas revenue
for the three months ended March 31, 2011, compared with a net
loss of $213,967 on $58,393 of oil & gas revenue for the same
period last year.

The Company's balance sheet at March 31, 2011, showed $1.2 million
in total assets, $3.5 million in total liabilities, all current,
and a stockholders' deficit of $2.3 million.

Ronald R. Chadwick, P.C., of Aurora, Colo., expressed substantial
doubt about Arete Industries' ability to continue as a going
concern, following the Company's 2010 results.  Mr. Chadwick noted
that the Company has suffered recurring losses from operations,
has a working capital deficit and a stockholders' deficit, and is
delinquent on the payment of creditor liabilities including
payroll taxes.

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

                       http://is.gd/1TEOWz

Westminster, Colo.-based Arete Industries, Inc. (OTC QB: ARETD)
-- http://www.areteindustries.com/-- is the operator of a gas
gathering system and is in the process of buying oil and gas
properties in the Rocky Mountain Region of the United States.


ASARCO LLC: Globe Plant to be Redeveloped
-----------------------------------------
The Denver City Council and Adams County commissioners have
approved a collaborative effort to remediate and eventually
redevelop the heavily polluted Globe Plant smelter site, the
Denver Business Journal reported.

The former ASARCO plant is on 77 acres at 51st and Washington
streets in the Globeville neighborhood, which property is about
80% in Adams County and the rest is in Denver.

According to the report, the agreement, which also involves the
Denver Urban Renewal Authority, creates the first multi-county
urban renewal area in Colorado that will be known as the
Globeville Commercial Redevelopment Area.  Remediation is
expected to take three years and cost about $22 million.

In another development, The Denver Post, citing attorneys who
represented residents, reported that some south Globeville
residents are receiving an additional $126,484 total from ASARCO
for contaminating their properties with arsenic and other
pollutants.  The payment is part of a $13.3 million settlement
reached with ASARCO in the late 1990s.

South Globeville residents filed a class action lawsuit against
ASARCO after high levels of contamination were found on their
properties, which chemicals were released from ASARCO's Globe
Plant smelting facility, the Denver Post recounted.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASARCO LLC: Ex-Worker Wins $870,000 in Sexual Harassment Case
-------------------------------------------------------------
Angela Aguilar, a former worker at ASARCO LLC's Mission Mine in
Sahuarita, Arizona, has been awarded nearly $870,000 in a sexual
harassment case against the company, The Associated Press
reports.

According to AP, a U.S. District Court jury found that ASARCO
failed to stop a supervisor from sexually harassing Ms. Aguilar
despite her complaints to management.

The Arizona Daily Star reported that after an eight-day trial,
the jury found in favor of Ms. Aguilar on the sexual harassment
claim and awarded her $868,750 in punitive damages and $1 in
nominal damages.

The Office of the Arizona Attorney General joined the suit after
Ms. Aguilar brought the action in March 2008.

ASARCO officials complained that the award is excessive and noted
of their plans to file paperwork to have the award vacated.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATLANTIC SOUTHERN: Financials Delayed; Bank Has Capital Issues
--------------------------------------------------------------
Atlantic Southern Financial Group, Inc., notified the U.S.
Securities and Exchange Commission that it is unable to file its
Quarterly Report on Form 10-Q for the quarter ended March 31,
2011, by May 16, 2011, without unreasonable effort and expense.
Further, the Company expects that it will not be able to file the
Form 10-Q within the five-day extension permitted by the rules of
the Securities and Exchange Commission.

As previously discussed in the Notification of Late Filing on Form
12b-25 filed by the Company on April 1, 2011, due to significant
and unprecedented deterioration in economic conditions during 2010
and into 2011, particularly weakened conditions in the housing and
real estate markets, including falling real estate prices,
increasing foreclosures, and rising unemployment, the Company has
experienced dramatic increase in its non-performing assets and a
significant decrease in its earnings and capital, which in turn
contributed to delays in the preparation of the Company's
financial statements for the year ended Dec. 31, 2010, and the
quarter ended March 31, 2011.  This process has required more time
due to resource constraints and regulatory and capital issues of
the Company's wholly-owned subsidiary, Atlantic Southern Bank.

                      About Atlantic Southern

Macon, Ga.-based Atlantic Southern Financial Group, Inc. (NASDAQ:
ASFN) operates nine banking locations in the middle Georgia
markets of Macon and Warner Robins, five locations in the coastal
markets of Savannah, Darien, Brunswick, one location in the south
Georgia market of Valdosta, Georgia and one location in the
northeast Florida market of Jacksonville, Florida.  The Company
specializes in commercial real estate and small business lending.

The Company's balance sheet at Sept. 30, 2010, showed
$852.6 million in total assets, $832.4 million in total
liabilities, and stockholders' equity of $20.2 million.

"As a result of the extraordinary effects of what may ultimately
be the worst economic downturn since the Great Depression, the
Company's and the Bank's capital have been significantly
depleted," the Company said in its Form 10-Q for the quarter ended
Sept. 30, 2010.  The Company recorded a net loss of $59.2 million
in 2009, and a net loss of $9.3 million in the first nine months
of 2010.

The Company's ability to raise additional capital will depend on
conditions in the capital markets at that time, which are outside
its control, and on its financial performance.  Accordingly, the
Company cannot be certain of its ability to raise additional
capital on terms acceptable to them.  The Company's inability to
raise capital or comply with the terms of the Order [to Cease and
Desist] raises substantial doubt about its ability to continue as
a going concern."

On Sept. 11, 2009, the Company's wholly-owned subsidiary bank,
Atlantic Southern Bank, entered into a Stipulation and Consent to
the Issuance of an Order to Cease and Desist with the Federal
Deposit Insurance Corporation and the Georgia Department of
Banking and Finance, whereby the Bank consented to the issuance of
an Order to Cease and Desist.


ATRINSIC, INC: Posts $3.5 Million First Quarter Net Loss
--------------------------------------------------------
Atrinsic, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $3.51 million on $7.06 million of revenue for the
three months ended March 31, 2011, compared with a net loss of
$3.43 million on $12.20 million of revenue for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$15.47 million in total assets, $10.54 million in total
liabilities, and stockholders' equity of $4.93 million.

As reported in the TCR on Apr 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic'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.

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

                       http://is.gd/jQNbPL

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) -- is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency.  The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet.  The Company also sells
Internet marketing services to its corporate and advertising
clients.


BANKATLANTIC BANCORP: Files Supplements to $30MM Offering
---------------------------------------------------------
BankAtlantic Bancorp, Inc., on May 16, 2011, filed with the
Securities and Exchange Commission a prospectus supplement and
accompanying base prospectus relating to the Company's previously
announced rights offering of up to $30,000,000 of its Class A
Common Stock.  Beginning on May 18, 2011, the Prospectus will be
distributed to the Company's shareholders of record as of the
close of business on May 12, 2011.  The Prospectus forms a part of
the Company's Registration Statement on Form S-3 which was filed
with the SEC on Feb. 12, 2010, and declared effective by the SEC
on May 4, 2010.

The Company is filing these exhibits as supplements to the
Registration Statement:

   (a) Form of Subscription Rights Certificate

       http://is.gd/heIbT8

   (b) Opinion of Stearns Weaver Miller Weissler Alhadeff &
       Sitterson, P.A.

       http://is.gd/CUupNr

   (c) Instructions for Use of BankAtlantic Bancorp, Inc.
       Subscription Rights Certificates

       http://is.gd/ABsAdm

   (d) Notice of Guaranteed Delivery for Subscription Rights
       Certificates Issued by BankAtlantic Bancorp, Inc.

       http://is.gd/c3CIMA

   (e) Letter to Shareholders

       http://is.gd/XVXOtZ

   (f) Letter to Securities Dealers, Commercial Banks, Trust
       Companies and Other Nominees

       http://is.gd/VA7Fi9

   (g) Form of Letter to Clients of Nominee Holders

       http://is.gd/95Yv02

   (h) Nominee Holder Certification Form

       http://is.gd/RqS6KV

   (i) Beneficial Owner Election Form

       http://is.gd/elB9JO

                     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.

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.

                          *     *     *

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.


BANKS HOLDING: Court Denies Bid for Trustee or Ch. 7 Conversion
---------------------------------------------------------------
Judge George R. Hodges declined an invitation by Linda W. Simpson,
the Bankruptcy Administrator for the Western District of North
Carolina, to appoint a Chapter 11 Trustee for Banks Holding
Company L.P. or to convert the Debtor's case to Chapter 7
liquidation.  Judge Hodges, however, added that his order is
without prejudice to the right of the Bankruptcy Administrator to
renew the request at any time.

In her motion, the Bankruptcy Administrator cited the Debtor's
failure to provide proof of any valid insurance policies on its
property as well as adequately provide information as requested.

Burnsville, North Carolina-based Banks Holding Company, L.P.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. N.C. Case
No. 11-10258) on March 18, 2011.  The Debtor's principal is Randy
Banks.  In its schedules, the Debtor disclosed $28,047,029 in
total assets and $7,385,010 in liabilities.  Edward C. Hay, Jr.,
Esq., at Pitts, Hay & Hugenschmidt, P.A., serves as the Debtor's
bankruptcy counsel.


BATAA/KIERLAND: Evidentiary Hearing on Cash Use Set for June 16
---------------------------------------------------------------
Bankruptcy Judge Randolph J. Haines will hold a final evidentiary
hearing on June 16, 2011 at 1:30 p.m., on the request of
Bataa/Kierland LLC to use cash collateral.  In the meantime, the
Debtor may continue to use cash collateral on an interim basis,
pursuant to a budget.

The Troubled Company Reporter on March 22 reported the Debtor's
request to use through May 31, 2011, rents and other income
generated by its Kierland Corporate Center in Scottsdale, Arizona.
The Property is approximately 41% occupied; it is currently
occupied by seven tenants in approximately 44,717 square feet of
the building.  JPMCC 2007-CIBC 19 East Greenway, LLC, has asserted
a claim against the Debtor, allegedly secured by the Property, in
the amount of approximately $22 million.  The Lender asserts a
lien in the rental and other income generated by the Property, and
that income constitutes its cash collateral.

The Lender has noticed a trustee's sale with respect to the
Property for May 25, 2011.  Additionally, in February 2011, the
Lender filed certain pleadings in Maricopa County Superior Court
for the State of Arizona seeking the appointment of a receiver
over the Property.

The Debtor's bankruptcy filing stalled those proceedings.

According to minutes of an April 19 hearing, the issues to be
tried at next month's evidentiary hearing are adequate protection
payments, the validity of the loan and any decrease in value of
the Debtor's property.

JPMCC has consented to the use of its claimed cash collateral to
fund only the Debtor's necessary day-to-day operational expenses.

Pursuant to a five-month budget filed in April, the Debtor expect
(a) monthly income from rental, parking and sales tax collected,
(b) monthly expenses, and (c) profit or loss, of:

                   April      May       June      July    August
                 -------   -------   -------   -------   -------
Total Income   $115,279  $116,007  $127,442  $139,052  $139,269
Total Expenses   43,545    86,029    55,116    57,365    56,196
Profit (or Loss) 71,734    29,978    72,326    81,687    83,073

As adequate protection for the use of its cash collateral, the
Secured Creditor is granted a valid, perfected, and enforceable
first-priority replacement lien upon all categories of property of
the Debtor and its estate, including, but not limited to, post-
petition rental income and other income generated by the Property,
upon which the Secured Creditor held valid and enforceable pre-
petition liens, security interests, and mortgages to the same
extent and priority of the Secured Creditor's pre-petition liens.

                     About Bataa/Kierland

Bataa/Kierland, LLC, owns and operates a Class "A" office building
known as Kierland Corporate Center located at 7047 E. Greenway
Parkway, Scottsdale, Arizona.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Polsinelli Shughart PC serves as the Debtor's
bankruptcy counsel.

The United States 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 Bataa/Kierland have
expressed interest in serving on a committee.


BERNARD L. MADOFF: Trustee Details Work on Bankruptcy Case
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. filed a status report trumpeting his
accomplishments for the six months ended March 31, including
agreements to recover $7.6 billion that would pay customers 44% of
the approved amount of their claims.

According to the Bloomberg report, Irving Picard, the trustee, so
far has received 16,518 customer claims and allowed 2,409 for more
than $6.8 billion.  He has already committed to pay almost $800
million to customers using funds advanced by the Securities
Investor Protection Corp.

The report relates that the SIPC also has advanced almost $350
million to pay expenses of the liquidation, including professional
fees.  Once customer claims have been fully paid, the SIPC is
entitled to recover its advances from proceeds of settlements or
lawsuits.

According to Mr. Rochelle, Mr. Picard said that about 425 general
unsecured claims were filed for $1.7 billion in the aggregate.
The trustee said he has "no funds" for distribution to general
creditors.  General claims include $276 million sought by other
brokers.

The report adds that Mr. Picard said that to date, he has filed
more than 1,050 lawsuits seeking to recover $90 billion for
customers.  He maintains several accounts, two with about $2.1
billion invested in U.S. Treasury obligations. A brokerage account
is valued at about $307 million.

This month, the trustee proposed making an interim distribution of
4.1% to creditors with approved claims.

                      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.


BERNARD L. MADOFF: Trustee Defends $1-Bil. Suit vs. Mets Owners
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. is opposing the motion to dismiss his $1 billion
lawsuit in bankruptcy court against Fred Wilpon, Sterling Equities
Inc., the owners of the New York Mets baseball club and Wilpon's
friends, family, and associates.  The trustee is aiming to recover
$300 million in fictitious profits and $700 million in principal
he said the Wilpon group was able to take out of the Madoff firm
before the fraud surfaced publicly.  The Wilpon group's motion to
dismiss contended they were "victims" who were "defrauded by
Madoff" and "never should have been targeted by the trustee."
In his brief, the Madoff trustee pointed to prior Ponzi scheme
cases, saying in substance there is no defense to a claim for the
return of fictitious profits.  The Madoff trustee contends the
facts in his complaint meet the standards set in a September
opinion in the Bayou Group LLC Ponzi scheme case written by U.S.
District Judge Paul G. Gardephe in Manhattan.

                      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.


BERRY PLASTICS: Incurs $2 Million Net Loss in April 2 Quarter
-------------------------------------------------------------
Berry Plastics Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $2 million on $1.10 billion of net sales for the
quarterly period ended April 2, 2011, compared with a net loss of
$4 million on $1.05 billion of net sales for the quarterly period
ended April 3, 2010.  The Company also reported a net loss of $71
million on $2.14 billion of net sales for two quarterly periods
ended April 2, 2011, compared with a net loss of $33 million on
$1.93 billion of net sales for the two quarterly periods ended
April 3, 2010.

The Company's balance sheet at April 2, 2011, showed $5.54 billion
in total assets, $5.34 billion in total liabilities and $202
million in total stockholders' equity.

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

                       http://is.gd/6NfgpB

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.


                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIOLIFE SOLUTIONS: Incurs $630,100 Net Loss in First Quarter
------------------------------------------------------------
Biolife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $630,122 on $610,799 of revenue for the three months
ended March 31, 2011, compared with a net loss of $531,776 on
$512,909 of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$1.38 million in total assets, $11.48 million in total
liabilities, and a $10.10 million total shareholder's deficiency.

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

                        http://is.gd/WSifCp

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.98 million on $2.08 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $2.77 million on $1.58 million of total revenue during
the prior year.

Peterson Sullivan LLP, in Seattle, Wash., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The accounting firm noted
that the Company has been unable to generate sufficient income
from operations in order to meet its operating needs and has an
accumulated deficit of approximately $52 million at Dec. 31, 2010.


BIOVEST INTERNATIONAL: Reports $82,000 Net Income in March 31 Qtr.
------------------------------------------------------------------
Biovest International, Inc., filed its quarterly report on Form
10-Q, reporting net income of $82,000 on $1.2 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $26.1 million on $1.2 million of revenue for the same
period ended March 31, 2010.

The Company reported an operating loss of $2.2 million for the
three months ended March 31, 2011, compared to an operating loss
of $311,000 for the same period ended March 31, 2010.

The Company's balance sheet March 31, 2011, showed $7.3 million
in total assets, $38.5 million in total liabilities, and a
stockholders' deficit of $31.2 million.

As of March 31, 2011, the Company had an accumulated deficit of
approximately $157.4 million and working capital of approximately
$2.3 million.  This figure does not include those liabilities
which are subject to compromise through the Company's Chapter 11
proceedings.  It is expected that the ultimate outcome of these
claims will be determined by the Court within the next twelve
months.

As reported in the Troubled Company Reporter on Dec. 20, 2010,
Cherry, Bekaert & Holland, L.L.P., in Tampa, Fla., expressed
substantial doubt about Biovest International'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 incurred cumulative net losses
since inception of roughly $149 million and cash used in operating
activities of roughly $2.7 million during the two years ended
Sept. 30, 2010, and had a working capital deficiency of
roughly $79.6 million at Sept. 30, 2010.

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

                       http://is.gd/GBDByP

                   About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on Nov. 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).

As reported in the Troubled Company Reporter on Nov. 19, 2010,
Biovest emerged from Chapter 11 protection, and its reorganization
plan became effective, on Nov. 17, 2010.


BLACK RAVEN: Incurs $945,000 First Quarter Net Loss
---------------------------------------------------
Black Raven Energy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $945,000 on $233,000 of total operating revenue and
other income for the three months ended March 31, 2011, compared
with a net loss of $99,000 on $143,000 of total operating revenue
and other income for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$14.51 million in total assets, $24.36 million in total
liabilities, and a $9.85 million total stockholders' deficit.

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

                        http://is.gd/lqtpsV

                         About Black Raven

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., currently operates as an independent energy
company engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States.  On Feb. 2, 2009, in connection with its
emergence from bankruptcy, PRB Energy changed its corporate name
to Black Raven Energy, Inc.

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On Jan. 16, 2009, the Bankruptcy Court entered an order confirming
PRB Energy reorganization plan.  The Plan became effective Feb. 2,
2009.

The Company reported a net loss of $3.26 million on $469,000 of
total revenue for the year ended Dec. 31, 2010, compared with net
income of $20.71 million on $460,000 of total revenue during the
prior year.

As reported by the TCR on April 21, 2011, Deloitte & Touche LLP,
in Denver, Colorado, noted that the Company's recurring losses
from operations and stockholders' deficit raise substantial doubt
about its ability to continue as a going concern.


BLOCKBUSTER CANADA: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Petitioner: Michael Creber
                       on behalf of Grant Thornton Ltd.

Chapter 15 Debtor: Blockbuster Canada Co.
                   c/o Grant Thornton Ltd.
                   South Tower, Royal Bank Plaza
                   200 Bay Street, 19th Floor
                   Toronto, ON
                   Canada M5J 2P9

Chapter 15 Case No.: 11-12433

Type of Business: The debtor is a private company that operates
                  video rental retail stores in Canada.

Chapter 15 Petition Date: May 20, 2011

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

Judge: Burton R. Lifland

Debtor's Counsel: Robert J. Feinstein, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  780 Third Avenue, 36th Floor
                  New York, NY 10017-2024
                  Tel: (212) 561-7700
                  Fax: (212) 561-7777
                  E-mail: rfeinstein@pszyj.com

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

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Blockbuster Inc.                      10-14997            09/23/10


BORDERS GROUP: Has Approval for TIAA Lease Termination Pact
-----------------------------------------------------------
Borders Group Inc. and its units obtained the Bankruptcy Court's
permission to enter into a lease termination and surrender
agreement with Teachers Insurance and Annuity Association of
America.

In June 2006, Borders, Inc. and the predecessor-in-interest
to Teachers Insurance and Annuity Association of America entered
into an agreement whereby TIAA leased to the Debtors the first
and second floors of premises located at 501 Boylston Street, in
Boston, Massachusetts.  The term of the Lease is due to expire on
November 30, 2021.  In connection with the Lease, BGI guaranteed
all of the monetary obligations of Borders under the Lease
pursuant to a lease guaranty.

The store located at the Boylston Premises is a Closing Store and
the liquidating agent of the Debtors is conducting a store
closing sale of the Boylston store.

From the period leading up to the Petition Date, the Debtors owe
TIAA $111,000 under the Lease.  The Debtors are current on all
postpetition Rent Obligations under the Lease, through and
including April 20, 2011.

The Debtors and TIAA have reached an agreement for the
termination of the Lease and the Debtors' surrender of the
Premises to TIAA.  The key terms of the Termination Agreement
are:

  (1) The Lease will be terminated effective on the surrender
      date, which is the date that the Debtors have vacated the
      Premises in accordance with the Termination Agreement.
      The Termination Agreement is subject to termination if an
      order approving the Termination Agreement is not entered
      on or before June 1, 2011, as that date may be extended
      pursuant to the Termination Agreement.

  (2) In consideration of the termination of the Lease and
      the surrender of the Premises, TIAA will waive any and all
      prepetition claims it held against the Debtors or its
      affiliates arising under or relating to the Lease or the
      Guaranty except for claims in respect of the
      indemnification obligations.

  (3) The Debtors will remain obligated for payments of all rent
      in accordance with the provisions of the Lease accruing up
      to and including the Surrender Date, and the Debtors will
      pay promptly all amounts upon receipt of invoices from
      TIAA.

  (4) On or before the close of business on the Surrender Date,
      the Debtors will vacate the Premises, and surrender and
      deliver possession to TIAA, together with the keys to the
      Premises and a written acknowledgement of surrender of the
      Premises.  Any furniture, trade fixtures and personal
      property left by the Debtors will become the property of
      TIAA, free and clear of all liens, claims, interests and
      encumbrances, and TIAA will have no claims against the
      Debtors or Guarantor.

  (5) The Debtors will be responsible for, and will indemnify
      TIAA for, any and all transfer taxes, sales taxes or other
      taxes or similar charges imposed by any federal, state or
      local governmental authority or under any law arising from
      or relating to the Termination Agreement or any of the
      other transactions.

  (6) Effective as of the Surrender Date, neither the Debtors
      nor TIAA will have any further rights or obligations under
      the Lease except that TIAA and the Debtors will each
      remain obligated to perform its indemnification
      obligations set forth in the Lease in the event any claims
      arise.  BGI will have no further obligations under the
      Guaranty after the Surrender Date.

By consensually terminating the Lease, the Debtors will
no longer be obligated to pay the Rent Obligations or other
obligations due under the Lease, which will total at least $17.85
million over the remaining Lease Term, Andrew K. Glenn, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, tells the
Court.

Rejecting the Lease, instead of the proposed termination, would
create a claim for termination damages that could create a
general unsecured claim of approximately $2.68 million after
application of the cap under Section 502(b)(6) of the Bankruptcy
Code, he asserts.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Wins OK of MM 100 Lease Termination Pact
-------------------------------------------------------
Debtor Borders, Inc. and 100 Property LLC entered into an
agreement for the Debtors' lease of portions of the basement
level, the ground level, the entire mezzanine level, the entire
second floor, and an area below the floor slab of the basement of
a building located at 100 Broadway, New York.

In connection with the Lease, Borders Group, Inc. entered into a
lease guaranty, whereby BGI guaranteed all of the obligations of
Borders under the Lease.

The Lease was assigned by 100 Property to 100 Broadway Property
LLC, and further assigned by 100 Broadway to MM 100 Broadway LLC.
The Lease will expire on June 30, 2018.

The Borders store located at the leased premises is a closing
store and the liquidating agent of the Debtors is conducting a
store closing sale that is expected to conclude by April 30,
2011.

Accordingly, the Debtors and MM 100 have agreed to the
termination of the Lease and the Debtors' surrender of the
Premises to MM 100.  The key terms of the Termination Agreement
are:

  (1) The Lease will be terminated effective on the surrender
      date, which refers to the date the Debtors have vacated
      the Premises in accordance with the Termination Agreement.
      The Termination Agreement may be void if an order
      approving the Termination Agreement is not entered on or
      before June 1, 2011, as that date may be extended.

  (2) The Debtors will deliver notice of their intent to vacate
      the Premises, to MM 100 at least five days prior to the
      Surrender Date.  The Debtors will vacate the Premises on
      or before April 30, 2011.

  (3) In consideration of the termination of the Lease and the
      surrender of the Premises, MM 100 will make a $375,000
      surrender payment to the Debtors, payable as: (i)
      $187,500, which will be paid to the Debtors on the
      Surrender Date; and (ii) $187,500, which will be paid to
      the Debtors on the date that MM 100 receives notice of
      entry of the order by the Court approving the Termination
      Agreement.

  (4) The Debtors will remain obligated for payments of rent in
      accordance with the Lease accruing up to and including
      April 30, 2011.  If the Debtors fail to pay any rent
      accrued with respect to the period ending the Rent
      Termination Date, then MM 100 will be entitled to deduct
      the unpaid rent from the Surrender Payment.

  (5) Effective as of the Surrender Date, neither the Debtors
      nor MM 100 will have any further rights or obligations
      under the Lease except that MM 100 and the Debtors will
      remain obligated to perform each of their indemnification
      obligations as set forth in the Lease in the event any
      claims arise.  BGI will also have no further obligations
      under the Guaranty after the Surrender Date.

The Debtors sought and obtained the Bankruptcy Court's permission
to enter into the Termination Agreement.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that by consensually terminating the
Lease, the Debtors will no longer be obligated to pay the Rent
Obligations or other obligations due under the Lease, which will
total at least $12.8 million over the remaining Lease Term.

Rejecting the Lease instead of the proposed termination, he
notes, would create a claim for termination damages that could
create a general unsecured claim of about $1.84 million after
application of a Section 502(b)(6) of the Bankruptcy Code cap.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Has Stipulation for Replacement LOC with Travelers
-----------------------------------------------------------------
Borders Group and The Travelers Indemnity Company and its
affiliates entered into a stipulation, which provides for a
replacement of a letter of credit issued September 19, 2002.

Travelers Indemnity provided certain workers' compensation and
automobile coverage to the Debtors for the period from February
1, 1995 to February 1, 2001.  The Debtors have continuing payment
obligations under the Policies and the Debtors and Travelers
Indemnity entered into corresponding agreement letters, which
prescribe calculation and payment of premium and reimbursement
obligations.

As required under the Insurance Program, Travelers Indemnity is
the beneficiary of an irrevocable letter of credit issued by Bank
of America N.A. on September 19, 2002, currently in the amount of
$1,400,000, which supports the Debtors' obligation to Travelers
in connection with the Insurance Program.  Travelers Indemnity is
also holding $26,466 in escrow deposits as additional collateral
for the Debtors' obligations under the Insurance Program.

The Current LoC expires on June 21, 2011.  The Current LOC
contains an "evergreen" renewal provision, which provides for the
automatic renewal of the Current LoC on an annual basis, provided
that a written notice of non-renewal has not been issued by BofA
to Travelers Indemnity.

In February 2011, BofA sent written notice to Travelers Indemnity
that the Current LOC would not be renewed beyond the Expiration
Date.  As a result, Travelers Indemnity has the right to draw
down on the Current LoC and hold the proceeds to support the
Debtors' obligations to Travelers Indemnity under the Insurance
Program until the time as Travelers Indemnity determines the
obligations, if any, have been satisfied.

The Debtors wish to avoid a draw by Travelers Indemnity under the
Current LoC and have sought that Travelers Indemnity agree to
accept a replacement letter of credit on substantially the
same terms as the Current LoC to be issued in accordance with the
DIP Agreement by a LoC Issuer.

Travelers Indemnity has agreed not to commence the process to
draw on the Current LoC, provided that it receives, on or before
June 6, 2011, (i) written notice of entry of a final order by the
Court approving the parties' stipulation; and (ii) a Replacement
LoC, in form and substance satisfactory to Travelers Indemnity.

The Debtors contend that the Replacement LoC is authorized under
the DIP Agreement.  The Debtors also state that General Electric
Capital Corp., as working capital agent under the DIP Agreement,
does not object to approval of the Parties' Stipulation.

The Parties specifically stipulate that:

  (1) The Debtors are authorized to seek issuance of the
      Replacement LoC;

  (2) The Replacement LoC will replace the Current LoC and back
      the Debtors' obligations to Travelers under the Insurance
      Program;

  (3) The Insurance Program will remain the valid and binding
      obligation of the Debtors and Travelers Indemnity in
      accordance with its terms with respect to obligations with
      dates of loss during the Policy Period; and

  (4) It is appropriate and acceptable for Travelers Indemnity
      to accept the Replacement LoC as substitute collateral to
      back the Debtors' obligations under the Insurance Program.

The Court will consider the Parties' Stipulation on May 20, 2011.
Objections are due on the same date.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BRIGHAM EXPLORATION: Amends Credit Agreement with BoA
-----------------------------------------------------
Brigham Oil & Gas, L.P., Brigham Exploration Company and Brigham
Inc. entered into a First Amendment to Fifth Amended and Restated
Credit Agreement among Brigham, each of the lenders from time to
time party thereto and Bank of America, N.A., as administrative
agent for the Lenders.

The First Amendment amends the Credit Agreement to provide that
the maximum permitted senior note amount will automatically
increase (up to a maximum of $600 million) upon the issuance of
senior notes between the effective date of the First Amendment and
the date of the next borrowing base redetermination by an amount
equal to the aggregate principal amount of the senior notes issued
minus the aggregate principal amount of any senior notes redeemed,
retired or purchased with the proceeds from the sale or issuance
of such senior notes.

A copy of the First Amendment is available for free at:

                        http://is.gd/60eLHs

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company reported net income of $42.89 million on
$169.72 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $122.99 million on $70.34 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.16 billion in total assets, $565.38 million in total
liabilities, and $595.91 million in stockholders' equity.

                         *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


BRIGHAM EXPLORATION: Accelerating Drilling Operations
-----------------------------------------------------
Brigham Exploration Company announced that it is accelerating its
pace of drilling operations in the Williston Basin and expects to
be at 10 operated rigs by July 2011, which is approximately six
months ahead of its previously announced schedule.  Brigham also
announced that it has further expanded its Williston Basin acreage
position, primarily as a result of an acquisition in its core de-
risked area, and that it currently holds 378,100 net acres,
224,400 of which are located in its core operating projects.  As a
result of its drilling acceleration and acreage acquisitions,
Brigham announced that it has increased its oil and gas capital
expenditure budget to $835.5 million.  Brigham also provided an
update on its drilling and completion activities in the Williston
Basin.

                       Drilling Acceleration

Brigham announced that it will accelerate its pace of operated
drilling activities in the Williston Basin by adding rig eight
later this month, rig nine in June 2011 and rig 10 in late June or
early July 2011.  Its 11th and 12th operated rigs are anticipated
to be added in the first quarter 2012 and will be specially built
walking rigs capable of maximizing efficiencies associated with
smart pad drilling.  As a result of the acceleration, Brigham
anticipates that an additional 8.2 net wells will be spud in 2011.

                Williston Basin Acreage Acquisition

Brigham has entered into a binding agreement to acquire additional
acreage in the Williston Basin, largely in its core de-risked
project areas.  As a result of the transaction, which is expected
to close in approximately 30 days, Brigham will have approximately
378,100 net acres in the Williston Basin, of which 224,400 are
located in its core operating areas.  Including the aforementioned
transaction, Brigham approximates that its core de-risked drilling
inventory now totals 783 net remaining drilling locations.

          Updated Oil and Gas Capital Expenditure Budget

As a result of its drilling acceleration and acreage acquisitions
Brigham announced that it is increasing its oil and gas capital
expenditure budget to $835.5 million in 2011.  The bulk of the
increase will fund the capital spent in 2011 to drill 8.2
additional net Williston Basin wells, additional acreage
acquisitions and the construction of additional support
infrastructure to add rail yard facilities west of the Nesson
Anticline to create efficiencies for the unloading of oil and gas
tubulars and proppant.  The expansion of the 2011 capital budget
is subject to securing additional external capital.

                                      Initial 2011  May Revised
                                         Budget     2011 Budget
                                      ------------  -----------
Drilling                                 $582.1        $669.2
Land                                       27.4          79.2
Support Infrastructure                     83.2          87.1
                                      ------------  -----------
Oil and gas capital expenditures         $692.7        $835.5

     Williston Basin Operated Drilling and Completion Update

Brigham's accelerated development of its acreage in North Dakota
and Montana is proceeding with four operated rigs drilling in
Rough Rider, two operated rigs drilling in Ross and one operated
rig drilling in Montana.

In North Dakota, Brigham is currently drilling a Three Forks well
in its Rough Rider project area in Williams County and has a Three
Forks well waiting on completion in its Ross project area in
Mountrail County.  Two additional Three Forks wells are
anticipated to spud in Rough Rider by mid-summer, both of which
are in McKenzie County.

In Montana, Brigham recently completed drilling operations on the
Gobbs 17-8 #1H, which is located in Roosevelt County, and will
drill two consecutive additional wells in Montana, one of which is
located in Roosevelt County and the other in Richland County.

Brigham currently has five wells flowing back, three wells
fracing, two of which are being simultaneously fracture
stimulated, and 14 wells waiting on completion.  To date, Brigham
has completed 61 consecutive long lateral high frac stage wells in
North Dakota at an average early 24-hour peak rate of
approximately 2,880 barrels of oil equivalent.

Brigham is currently running two fully dedicated frac crews
focused on completing Brigham operated horizontal wells in the
basin.  Brigham estimates that it will be capable of fracture
stimulating and bringing on line to production a minimum of eight
wells per month, with the goal of achieving 10 fracs per month due
to the efficiencies gained by zipper fracs.

                        Management Comments

Bud Brigham, the Chairman, President and CEO, commented, "We're
very excited to announce additional acceleration in the Williston
Basin and expect to reach 10 operated rigs by July, roughly six
months ahead of our previously announced plan.  We believe that
our smart pad efficiency initiatives, which incorporate zipper
fracs, provide us the flexibility to ramp our operated rig count
earlier than anticipated without the need to secure incremental
pressure pumping capacity.  Given our deep de-risked drilling
inventory on our growing core acreage in the Williston Basin, this
acceleration helps to accrete additional net asset value to our
stockholders by pulling forward wells in the current period that
would have otherwise been drilled much later.  As we progress and
gain more experience with the anticipated efficiencies in drilling
and completing our wells utilizing our smart pads, we will revisit
our production estimates for the full year 2011 and expect to
update production guidance on our second quarter conference call."

Bud Brigham continued, "Our Land Department continues to exceed
expectations with acreage additions that have increased our
overall position in the Williston Basin by 13,800 net acres since
last year.  The majority of the acreage has been added to our core
areas in Rough Rider and Montana at favorable per acre rates
relative to other recently announced transactions.  In addition,
included in the updated land capital budget is capital that we
have included to continue with our ground floor leasing efforts
for the remainder of 2011.  In total, we now estimate that we have
783 net de-risked locations remaining to be drilled.  If we and
other operators continue to see positive results in the Three
Forks in Rough Rider, we believe our core de-risked inventory
could be as high as 1,283 net remaining locations."

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company reported net income of $42.89 million on
$169.72 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $122.99 million on $70.34 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.16 billion in total assets, $565.38 million in total
liabilities, and $595.91 million in stockholders' equity.

                         *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


BRIGHAM EXPLORATION: To Offer $250 Million Senior Notes Due 2019
----------------------------------------------------------------
Brigham Exploration Company has launched an offering for
$250 million of senior notes due 2019.  The offering of the Senior
Notes, which is subject to market availability as well as other
conditions, will be made only to qualified institutional buyers
and to buyers outside the United States in compliance with
Regulation S.

Brigham intends to use the net proceeds to fund portions of its
2011 and 2012 capital budgets and for general corporate purposes.

The Senior Notes have not been registered under the Securities Act
of 1933, as amended, or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and state securities laws.  This announcement will
not constitute an offer to sell or a solicitation of an offer to
buy the Senior Notes.

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company reported net income of $42.89 million on
$169.72 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $122.99 million on $70.34 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.16 billion in total assets, $565.38 million in total
liabilities, and $595.91 million in stockholders' equity.

                         *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


CAESARS ENTERTAINMENT: Amends Senior Secured Credit Agreement
-------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., the borrower, a
wholly owned subsidiary of Caesars Entertainment Corporation,
determined it received the requisite consents required for the
previously announced amendment to its senior secured credit
agreement and the Borrower and the Company entered into an
agreement to provide for the amendment of the Credit Agreement to,
among other things: (i) extend the maturity of B-1, B-2 and B-3
term loans held by consenting lenders to Jan. 28, 2018, and
increase the interest rate with respect to the Extended Term
Loans, (ii) convert up to $816 million of revolver commitments
held by consenting lenders into Extended Term Loans, (iii) extend
to Jan. 28, 2015, the maturity of revolver commitments held by
consenting lenders who elect not to convert their commitments to
term loans and increase the interest rate and the undrawn fee with
respect to such extended revolver commitments, (iv) allow the
Borrower to buy back loans from individual lenders at negotiated
prices at any time, which may be less than par, (v) allow the
Borrower to extend the maturity of term loans or revolving
commitments, as applicable, and for the Borrower to otherwise
modify the terms of loans or revolving commitments in connection
with such an extension and (vi) modify certain other provisions of
the Credit Agreement.

The results of the extension offers under the Amendment Agreement
continue to be tabulated and will be separately reported by the
Company.  The effectiveness of the Amendment Agreement and the
extension of the loans thereunder is subject to the reaffirmation
of the security under the Credit Agreement and other customary
closing conditions.

                    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.

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.

                           *    *     *

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 CITY BANCSHARES: Reports $85,300 Net Income in Q1 2011
--------------------------------------------------------------
Capitol City Bancshares, Inc., filed its quarterly report on Form
10-Q, reporting net income of $85,302 on $2.17 million of net
interest income for the three months ended March 31, 2011,
compared with net income of $120,743 on $2.19 million of net
interest income for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$304.98 million in total assets, $295.57 million in total
liabilities, and stockholders' equity of $9.41 million.

"The continuing level of problem loans as of the quarter ended
March 31, 2011, and capital levels continuing to be in the "under
capitalized" category of the regulatory framework for prompt
corrective action as of March 31, 2011, continue to create
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.

As reported in TCR on April 26, 2011, Nichols, Cauley &
Associates, LLC, in Atlanta, Georgia, expressed substantial doubt
about Capitol City Bancshares' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company the Company is operating under
regulatory orders to, among other items, increase capital and
maintain certain levels of minimum capital.  "As of Dec. 31, 2010,
the Company was not in compliance with these capital requirements.
In addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."

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

                       http://is.gd/tCu9gw

Atlanta, Ga.-based Capitol City Bancshares, Inc., was incorporated
under the laws of the State of Georgia on April 14, 1998, for the
purpose of serving as a bank holding company for Capitol City Bank
and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.
The Bank serves the residents of the City of Atlanta and Fulton,
DeKalb, Chatham, Richmond and Dougherty Counties.


CAPMARK FINANCIAL: Seeks to Buy Tax Credit Loans From Affiliate
---------------------------------------------------------------
BankruptcyData.com reports that Capmark Financial Group filed with
the U.S. Bankruptcy Court a motion for an order authorizing
Capmark Finance to (I) purchase new market tax credit loans owned
by non-debtor affiliate Capmark Bank and (II) sell the newly-
acquired loans to U.S. Bancorp Community Development and U.S.
Bancorp Community Investment, free and clear of all liens, claims,
encumbrances.

BData says the Court scheduled a June 7, 2011 hearing on the
matter.

                        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.


CASCADES INC: S&P Affirms CCR at 'BB-'; Outlook Now Positive
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cascades
Inc. to positive from stable.

"At the same time, we affirmed our ratings on Cascades, including
our 'BB-' long-term corporate credit rating on the company," S&P
said.

"The outlook revision to positive reflects the company's recent
debt paydown and our expectation that profitability will improve
through 2011 and leverage will decline to 3.5x," said Standard &
Poor's credit analyst Jatinder Mall.

The ratings on Cascades reflect what Standard & Poor's views as
the company's good market position in consolidated markets, a
diverse revenue stream, and vertical integration. "These strengths
are partially offset, in our opinion, by what we see as the
company's exposure to cyclical boxboard and containerboard
markets, volatile recycled fiber prices, and high debt levels,"
S&P noted.

Cascades is an integrated packaging and tissue company that
manufactures, converts, collects, and processes recycled paper. It
is the No. 1 containerboard producer in Canada, and the third-
largest producer of coated recycled boxboard and fourth-largest
tissue producer in North America. The company operates facilities
in Canada, the U.S., and to a lesser extent, Europe.

The company operates in consolidated markets with a good market
position in each segment. Its operations are fairly diverse with
no one segment representing more than one-third of Cascades'
overall revenues and EBITDA. "While we view the company's tissue
business to be fairly stable with steady growth in demand, price
increases are difficult to implement given the highly competitive
nature of the industry and its large customers. Cascades other two
key businesses, containerboard and boxboard, are cyclical.
Overall, the company's profitability depends on its ability to
pass through recycled fiber costs, which represent about one-third
of its production costs. While sale prices do move up with
increases in recycled fiber prices, there is often a lag of few
months. Recycled fiber prices tend to be volatile and influenced
by demand from China. Cascades' upstream integration into its
paper recovery business provides the company with one-third of its
recycled fiber needs. However, this does not insulate it from
volatile recycled paper prices because the prices that Cascades
pays for most of the collected paper are based on spot recycled
paper prices," S&P related.

"The positive outlook reflects Cascades' recent debt paydown and
our expectation that its profitability will improve throughout the
year as recently announced price increases flow through. Standard
& Poor's could upgrade the company if these price increases were
to result in greater profitability as expected and if the company
sustains a leverage ratio of about 3.5x. On the other hand,
Standard & Poor's could lower the ratings if the company is unable
to pass through increasing fiber and energy costs, leading to
lower EBITDA generation and a leverage ratio of more than 4.5x,"
S&P added.


CHINA CENTURY: Receives Add'l Notice of NYSE Amex Non-Compliance
----------------------------------------------------------------
China Century Dragon Media, Inc. disclosed that, as expected, on
May 17, 2011, the Company received an additional notice of non-
compliance from the NYSE Amex LLC due to the delay in the filing
of the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011 with the Securities and Exchange Commission,
which report is required by Sections 134 and 1101 of the
Exchange's Company Guide.  The Company plans to address its plan
for filing the Form 10-Q at its scheduled hearing before a Listing
Qualifications Panel of the Exchange's Committee on Securities.

As previously reported, on March 23, 2011 and April 5, 2011, the
Company received delisting notifications from the Exchange unless
it appealed the Staff's delisting determination, which was based
on the Exchange's review of the resignation letter from the
Company's former auditor, MaloneBailey LLP, and the delay in the
filing of the Company's Annual Report on Form 10-K for the fiscal
year ended Dec. 31, 2010.  The Company timely requested a hearing
before the Panel.  The most recent notice of non-compliance has no
immediate effect on the listing of the Company's common stock on
the Exchange.

                        About China Century

China Century Dragon Media is a television advertising company in
China that primarily offers blocks of advertising time on certain
channels on China Central Television ("CCTV"), the state
television broadcaster of China and China's largest television
network. The Company purchases, repackages and sells advertising
time on certain of the nationally broadcast television channels of
CCTV. The Company assists its customers in identifying the most
appropriate advertising time slots for their television
commercials based on the customer's advertising goals and in
developing a cost-effective advertising program to maximize their
return on their advertising investment.


CHINA RITAR: Receives Nasdaq Staff Deficiency Letter
----------------------------------------------------
China Ritar Power Corp. filed an 8-K disclosing that on April 15,
2011, the Company received oral notice from The Nasdaq Stock
Market advising that the Company was not in compliance with
Nasdaq's continued listing requirements set forth in Nasdaq
Marketplace Rule 5250(c)(1), which requires timely filing of SEC
periodic reports, because it failed to timely file its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.  As a
result, Nasdaq halted trading of the Company's common stock
indefinitely, effective Monday April 18, 2011.

On April 22, 2011, the Company filed an 8-K and issued a press
release disclosing that the Company received a written notice,
dated April 18, 2011, from Nasdaq advising that the Company was
not in compliance with Nasdaq's continued listing requirements set
forth in Nasdaq Marketplace Rule 5250(c)(1).

In its notice, Nasdaq required that the Company submit a plan of
compliance by May 3, 2011 to advise Nasdaq of any action that the
Company has taken, or will take, to file the 10-K for 2010 and
bring the Company into compliance with the listing standards. If
Nasdaq accepts the Company's plan, they may grant an extension of
180 calendar days, or until September 27, 2011, during which the
Company can regain compliance.  If Nasdaq does not accept the
plan, or if the Company does not regain compliance during any
applicable extension period, the Nasdaq staff will provide written
notice that the Company's common stock is subject to delisting.

On May 3, 2011, the Company submitted a plan of compliance to
Nasdaq.  On May 12, 2011, the Company supplemented the plan of
compliance.

On May 17, 2011, the Company received a written notice from Nasdaq
advising that the Company was not in compliance with Nasdaq's
continued listing requirements set forth in Nasdaq Marketplace
Rule 5250(c) due to the failure to file its quarterly report on
Form 10-Q for the three months ending March 31, 2011 (the "10-Q").
As a result of the additional delinquency, Nasdaq is requesting
the Company provide Nasdaq an update on the progress towards
implementing its plan of compliance and on the Company's plan to
file the 10-Q. Nasdaq has requested that this update be provided
by May 31, 2011.

The Company intends to file the 10-K and 10-Q with the Securities
and Exchange Commission as soon as practicable.

                      About China Ritar

China Ritar -- http://www.ritarpower.com/-- designs, develops,
manufactures and markets environmentally friendly lead acid
batteries with a wide range of capacities and applications,
including telecommunications, Uninterrupted Power Source (UPS)
devices, Light Electrical Vehicles (LEV), and alternative energy
production (solar and wind power).


CHINA RUITAI: Reports $735,900 First Quarter Net Income
-------------------------------------------------------
China Ruitai International Holdings Co., Ltd., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting net income attributable to China Ruitai of
$735,893 on $9.58 million of sales for the three months ended
March 31, 2011, compared with net income attributable to China
Ruitai of $1.94 million on $10.23 million of sales for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed $111.92
million in total assets, $81.08 million in total liabilities and
$30.84 million in total equity.

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

                        http://is.gd/eCVTh2

                         About China Ruitai

Shandong, China-based China Ruitai International Holdings Co.,
Ltd., was organized under the laws of the State of Delaware on
Nov. 15, 1955, under the name "Inland Mineral Resources Corp."
Currently, the Company, through its wholly-owned subsidiary,
Pacific Capital Group Co., Ltd., a corporation incorporated under
the laws of the Republic of Vanuatu, and its majority-owned
subsidiary, TaiAn RuiTai Cellulose Co., Ltd., a Chinese limited
liability company, is engaged in the production, sales, and
exportation of deeply processed chemicals, with a primary focus on
non-ionic cellulose ether products in the People's Republic of
China as well as to the United States, Europe, Japan, India and
South Korea.

As reported by the TCR on April 8, 2011, Bernstein & Pinchuk LLP,
in New York, after auditing the Company's financial statements for
the year ended Dec. 31, 2010, expressed substantial doubt about
China Ruitai's ability to continue as a going concern.  The
independent auditors noted that the Company has negative working
capital.


CHINA VILLAGE: Can Access Cash Collateral to Pay Property Taxes
---------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California approved a stipulation,
authorizing China Village, LLC, to use the cash collateral for
payment of real property tax.

The stipulation was entered among its secured creditors Cathay
Bank and Fremont Investment Property Company, LLC, successor to
Redwood Mortgage Investors VIII.  Cathay Bank and Fremont hold a
lien on the Debtor's rental income, which constitutes the banks'
cash collateral.

The Debtor's primary asset is a commercial property which is
comprised of three parcels, with the parcels identified as APN
531-240-32 (Parcel 32), APN 531-240-34 (Parcel 34), and APN
531-240-35 (Parcel 35).

The parties agree that the Debtor is authorized to utilize cash
collateral in order to pay the property taxes:

         Parcel 32:                   $52,978
         Parcel 34:                   $50,668
         Parcel 35:                   $75,134
                                      -------
                              Total: $178,781

The Debtor relates that as of March 15, 2011, the balance of the
DIP Account is $431,160, and therefore there is sufficient cash on
hand to pay the real property taxes.

The Debtor is represented by:

         Lawrence A. Jacobson, Esq.
         Sean M. Jacobson, Esq.
         COHEN AND JACOBSON, LLP
         900 Veterans Boulevard, Suite 600
         Redwood City, CA 94063
         Tel: (650) 261-6280
         Fax: (650) 368-6221

                      About China Village

Milpitas, California-based China Village, LLC, is a limited
liability company that was created on May 10, 2005.  The members
of the Debtor are Thomas Nguyen, the Responsible Individual in
this case (8%), Joseph Nguyen (9%) and Tuyet Minh Le (83%).  The
Debtor is in the business of purchasing, leasing, renovating and
selling commercial real property.  The Debtor currently owns a
significant commercial property in Fremont, California, that has
370,019 square feet of rentable space on 25.07 acres of land.

China Village filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-60373) on Oct. 4, 2010.  Lawrence A.
Jacobson, Esq., and Sean M. Jacobson, Esq., at Cohen and Jacobson,
LLP, assist the Debtor in its restructuring effort.  R&K
Interests, Inc. d/b/a Investors Property Services serves as the
Debtor's Property Manager.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


CHRISTIAN BROTHERS: Schedules Filing Deadline Extended to June 13
-----------------------------------------------------------------
The Christian Brothers' Institute and The Christian Brothers of
Ireland, Inc., won an extension of the deadline to file their
Schedules of Assets and Liabilities and Statements of Financial
Affairs from May 12, 2011 through and including June 13, 2011.

Rule 1007(c) of the Federal Rules of Bankruptcy Procedure requires
each of the Debtors to file Schedules no more than 14 days after
the bankruptcy petition date unless the Court grants an extension.

The Debtors said they are in need of additional time to complete
the schedules.  The Debtors have a limited in-house financial
staff and these individuals have been pulled in numerous
directions answering questions of various entities and schools as
a result of the Chapter 11 filings.

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  CBI estimated its assets at
$50 million to $100 million and debts at $1 million to
$10 million.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.

No official committee of unsecured creditors has been appointed.


CICERO INC: Incurs $435,000 Net Loss in First Quarter
-----------------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, reporting a net loss of
$435,000 on $729,000 of total operating revenue for the three
months ended March 31, 2011, compared with a net loss of
$1.09 million on $483,000 of total operating revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$4.91 million in total assets, $12.01 million in total
liabilities, and a $7.10 million total stockholders' deficit.

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

                        http://is.gd/CP5oi2

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company reported a net loss of $459,000 on $2.97 million of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $1.28 million on $2.49 million of total
operating revenue during the prior year.

As reported by the TCR on April 6, 2011, Marcum LLP, in Bala
Cynwyd, Pennsylvania, noted that the Company's recurring losses
from operations and working capital deficiency raise substantial
doubt about its ability to continue as a going concern.


CIRTRAN CORP: Delays Filing of First Quarter Form 10-Q
------------------------------------------------------
CirTran Corporation informed the U.S. Securities and Exchange
Commission that its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011, could not be filed without unreasonable
effort or expense within the prescribed time period because
management requires additional time to compile and verify the data
required to be included in the report.

                     About CirTran Corporation

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc.  The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.

The Company reported a net loss of $4.95 million on $9.04 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.81 million on $9.73 million of net sales during the
prior year.

As reported by the TCR on April 21, 2011, Hansen, Barnett &
Maxwell, P.C., Salt Lake City, Utah, noted that the Company has an
accumulated deficit, has suffered losses from operations and has
negative working capital that raise substantial doubt about its
ability to continue as a going concern.


CLAIRE'S STORES: Expects $346-Mil. in Net Sales for First Quarter
-----------------------------------------------------------------
Claire's Stores, Inc., announced selected preliminary, unaudited
financial results for the 2011 first quarter, which ended
April 30, 2011.  The financial results are unaudited and should be
considered preliminary and subject to change.  The Company does
not currently expect to update this information prior to the
release of its first quarter 2011 financial results.  The Company
expects to hold its regular quarterly conference call after those
results are released.

The Company expects to report net sales of $346 million for the
2011 first quarter, an increase of $24 million, or 7.6%, compared
to the 2010 first quarter.  The increase was attributable to new
store sales, an increase in same store sales, favorable foreign
currency translation effect of our foreign locations' sales and
increases in shipments to franchisees, partially offset by the
effect of store closures.  Net sales would have increased 5.3%
excluding the impact from foreign currency rate changes.
Consolidated same store sales increased 3.2% in the 2011 first
quarter.  In North America, same store sales increased 4.8% in the
2011 first quarter.  In Europe, same store sales increased 0.1% in
the 2011 first quarter.  The Company's same store sales trend
through the first 15 days of the fiscal 2011 second quarter is in
the low negative single digits driven primarily by
underperformance in our European Division.  The Company computes
same store sales on a local currency basis, which eliminates any
impact from changes in foreign exchange rates.

Adjusted EBITDA in the 2011 first quarter is expected to be
between $51 million and $53 million, compared to $49.2 million in
the 2010 first quarter.  The Company defines Adjusted EBITDA as
earnings before interest, income taxes, gain from early debt
extinguishment, depreciation and amortization, excluding the
impact of transaction-related costs incurred in connection with
its May 2007 acquisition and other non-recurring or non-cash
expenses, and normalizing occupancy costs for certain rent-related
adjustments.  The Company expects to report operating income for
the 2011 first quarter in the range of $24 million to $26 million,
compared to $27.6 million in the 2010 first quarter.  At April 30,
2011, cash and cash equivalents were $246 million, including
restricted cash of $26 million. The Company's Revolving Credit
Facility continued to be undrawn following the March 2011 paydown
from the proceeds of the Senior Secured Second Lien Notes.  In
addition, during the 2011 first quarter, the Company paid $24
million to retire $10 million of Senior Notes and $14 million of
Senior Toggle Notes.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

The Company's balance sheet at Oct. 30, 2010, showed $2.79 billion
in total assets, $218.86 million in total current liabilities,
$2.62 billion in long-term debt, and a stockholders' deficit of
$47.89 million.

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to Caa2 from Caa3.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending Oct. 30, 2010, Claire's debt to EBITDA was very high
at 9.3 times.


CLEAN BURN: Has Access to Cape Fear Cash Collateral Until June 5
----------------------------------------------------------------
The Hon. Thomas W. Waldrep, Jr., of the U.S. Bankruptcy Court for
the Middle District of North Carolina authorized, on an interim
basis, Clean Burn Fuels, LLC, to use Cape Fear Farm Credit, ACA's
cash collateral until June 5, 2011.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

The Court also ordered that no severance pay will be paid to
Mr. Archer from the cash collateral.

A hearing to consider final approval of the cash collateral use is
scheduled for 10:00 a.m. on June 2, 2011,

As reported in the Troubled Company Reporter on April 20,
prepetition, the Debtor and Cape Fear Farm Credit, for itself and
as agent/nominee for other lending institutions, entered into a
Credit Agreement, wherein the Lender agreed to (i) lend to the
Debtor up to $63 million in term loans for the construction of the
Debtor's ethanol plant, and (ii) provide the Debtor with a
$6 million revolving line of credit.  The Debtor and Lender also
entered into seven separate amendments to the Credit Agreement
between November 2008 and August 2010.  Pursuant to the Loan
Documents, the Lender is owed approximately $66,006,639 plus
interest and fees accrued as of the Petition Date secured by a
first mortgage lien on the Plant and a security interest in other
assets of the Debtor, including equipment, inventory, accounts,
deposit accounts, general intangibles and the proceeds thereof.

In exchange for using the cash collateral, the Debtor will provide
the Lender with a continuing postpetition lien and security
interest in all property and categories of property of the Debtor
in which and of the same priority as the creditor held a similar,
unavoidable lien as of the Petition Date, and the proceeds
thereof.  The Debtor will provide the Lender with an
administrative expense claim to the extent the use of cash
collateral, after application of the proceeds of the replacement
collateral, results in a decrease in the value of the entity's
interest in the property.  The Debtor will also provide the Lender
with financial reports for the Debtor in form and frequency
reasonably acceptable to the Lender.

                         About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.


CLEAN BURN: Taps Smith, Anderson, as Special Counsel
----------------------------------------------------
Clean Burn Fuels, LLC, asks authority from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ:

        SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, LLP
        2500 Wachovia Capitol Center
        Raleigh, North Carolina 27601
        Tel: (919) 821-6682
        E-mail: bkirkland@smithlaw.com

as special counsel to assist the Debtor in its state court
litigation matters, including various lawsuits pending in Hoke
County, North Carolina.

The firm will charge the Debtor based on the hourly rates of its
professionals:

   Professionals               Hourly Rates
   -------------               ------------
   Byron B. Kirkland, Esq.         $445
   Wayne Mairano, Esq.             $305
   Matt                            $240

   Designations                Hourly Rates
   ------------                ------------
   Lawyers                     $195-$545
   Paralegals                  $170-$205

Byron B. Kirkland, at Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, LLP, assures the Court that the firm is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code.

                          About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.

The U.S. Trustee appointed a four-member official committee of
unsecured creditors in the bankruptcy case.


CLEAN BURN: LREMC Seeks Unsecured Creditors' Committee Membership
-----------------------------------------------------------------
Creditor Lumbee River Electric Membership Corporation is asking
the U.S. Bankruptcy Court for the Middle District of North
Carolina to direct its inclusion to the Official Unsecured
Creditors' Committee.

In support of this Motion, LREMC states:

   1. LREMC provided prepetition electric utility services to
      Debtor's premises.

   2. LREMC holds one of the seven largest pre-petition claims
      against Debtor, in an amount exceeding $483,500

   3. The Creditors Committee has four members at this time,
      pending creditor Buhler Aeroglide's motion to join.

   4. LREMC desires to join the Creditors' Committee as the
      Committee's fifth (5th) or sixth (6th) member

   5. LREMC's representative would be Mr. Daniel Lowry, Vice
      President of Finance.  Mr. Lowry has an accounting degree
      and extensive experience in industrial-sector finance and
      accounting.

  6. LREMC has consulted with each member of the Committee
     concerning its request and is informed that the Committee has
     voted unanimously to accept LREMC as a member of the
     committee.

                        About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.

The U.S. Trustee appointed a four-member official committee of
unsecured creditors in the bankruptcy case.


CLEAN DIESEL: Posts $2.3 Million First Quarter Net Loss
-------------------------------------------------------
Clean Diesel Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $2.32 million on $13.78 million
of revenues for the three months ended March 31, 2011, compared
with a net loss of $2.59 million on $12.45 million of revenues for
the same period last year.

The Company's balance sheet at March 31, 2011, showed
$31.08 million in total assets, $16.92 million in total
liabilities, and stockholders' equity of $14.16 million.

As reported in the TCR on April 11, 2011, KPMG LLP, in Los
Angeles, Calif., expressed substantial doubt about Clean Diesel'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 has an accumulated
deficit.

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

                       http://is.gd/PkJVB9

Ventura, Calif.-based Clean Diesel Technologies, Inc. (NASDAQ:
CDTI) -- http://www.cdti.com/-- is, as a result of the recent
business combination with Catalytic Solutions, Inc., a vertically
integrated global manufacturer and distributor of emissions
control systems and products, focused on the heavy duty diesel
(HDD) and light duty vehicle (LDV) markets.


COLONIAL BANCGROUP: Court Rejects Liquidation Plan
--------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Judge Dwight H. Williams Jr. in a 13-page
opinion on Friday rejected Colonial BancGroup Inc.'s Chapter 11
liquidation plan, saying it was "not in the best interest of
creditors" and "fails to meet the 'best interest of creditors
test,'".

DBR relates Judge Williams agreed with argument by the Federal
Deposit Insurance Corp.  that Colonial's inclusion of a plan
trustee and plan committee would likely be more expensive than if
the bankruptcy estate was liquidated under a Chapter 7 trustee.

The Plan proposes to pay off creditors by suing the Federal
Deposit Insurance Corp.  Creditors sought to recoup some $1.5
billion in funds the parent company transferred to its struggling
banking subsidiary in the months before it was seized.

DBR recounts that in a key ruling last fall, Judge Williams
rejected the FDIC's bid to hold the holding company accountable
for failing to maintain capital levels at the bank.  The decision
represented a setback for the FDIC in bankruptcy court, where the
agency, as receiver, has sparred with a number of bank-holding
companies that are under Chapter 11 protection because of hundreds
of bank closures by regulators in recent years.  The FDIC,
however, said Judge Williams erred and appealed the ruling.

According to DBR, the fight over capital commitments adds to other
battles between the two over tax refunds estimated at $253
million, real-estate investment trust preferred securities worth
$300 million, insurance and other assets.  That litigation is
pending in U.S. District Court in Montgomery.

DBR says the fate of Colonial BancGroup's Chapter 11 case is
unclear.  Colonial BancGroup's attorney C. Edward Dobbs, Esq., a
partner at Atlanta's Parker, Hudson, Rainer & Dobbs, declined to
comment.

In April, the FDIC had called for the case to be converted to a
Chapter 7 liquidation.  It later withdrew that request pending the
outcome of the plan hearing.

DBR notes that the FDIC had offered to settle the Colonial
litigation.  The offer involved a carve-out of some $63 million in
disputed assets -- minus the fees and expenses racked up in the
Chapter 11 case -- to be earmarked for the estate's unsecured
creditors.  But no deal was ever reached, and the FDIC withdrew
its settlement offer earlier this month.

According to DBR, whether the bankruptcy-court ruling will spur
new discussions on a settlement remains to be seen.  FDIC
spokesman Andrew Gray couldn't immediately comment.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to
the Debtor.  The Debtor disclosed $45 million in total assets and
$380 million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COLUMBUS COUNTRY CLUB: Meeting of Creditors on June 12
------------------------------------------------------
The Dispatch reports that The Columbus Country Club filed for
bankruptcy after cutbacks failed to offset economic setbacks.
Although the club -- which is owned by 84 shareholders -- won't
release how much it owes until after a creditors meeting June 12
at 11:30 a.m. in Aberdeen, Club President Kirk Hardy said the five
largest creditors are banks, which have a lien on the property.

The report relates that in 2010, the club owed more than $2
million to the banks, which included Cadence Bank for a loan to
construct the club swimming pool.  It also owed investors and
members, who paid off $55,000 in back taxes.  Despite cutting six
jobs -- including that of its PGA-certified gold professional, Tom
Riley -- and maintenance expenses by 35 percent, the club has
continued to lose income as members have jumped ship.

According to the report, the country club's total revenue drooped
from $2.05 million in fiscal year 2008 to $1.04 million in 2010,
according to club financial statements.  During that same time
frame, the club's net assets and fund balance dropped from
$1.18 million to $504,425.

Based in Columbus, Massachusetts, Columbus Country Club Inc. filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No.
11-12005) on May 3, 2011.  Craig M. Geno, Esq., at Harris Jernigan
& Geno, PLLC, represents the Debtor.  The Debtor estimated assets
and debts of between $1 million and $10 million.


COMPREHENSIVE CARE: Reports $41,000 First Quarter Net Income
------------------------------------------------------------
Comprehensive Care Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $41,000 on $18.28 million of total revenues for the
three months ended March 31, 2011, compared with a net loss of
$2.23 million on $3.78 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $15.18
million in total assets, $21.39 million in total liabilities and a
$6.21 million total stockholders' deficit.

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

                        http://is.gd/GmqOTO

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Mayer Hoffman McCann P.C., in Clearwater, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to fund its
working capital requirements.

The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.


CONQUEST PETROLEUM: Delays Filing First Quarter Form 10-Q
---------------------------------------------------------
Conquest Petroleum Incorporated informed the U.S. Securities and
Exchange Commission that it will be late in filing its quarterly
report on Form 10-Q for the period ended March 31, 2011.  The
Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q has imposed
time constraints that have rendered timely filing of the Form 10-Q
impracticable without undue hardship and expense to the
registrant.  The Company undertakes the responsibility to file
such annual report no later than five days after its original due
date.

                     About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's operational
focus is the acquisition, through the most cost effective means
possible, of production or near production of oil and natural gas
field assets.  The Company's areas of operation include Louisiana
and Kentucky.

The Company reported a net loss of $14.49 million on $1.24 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $23.26 million on $914,781 of total revenues during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.66 million
in total assets, $28.95 million in total liabilities, and a
$26.29 million stockholders' deficit.

As reported by the TCR on April 21, 2011, M&K CPAS, PLLC, in
Houston, Texas, noted that Conquest Petroleum has insufficient
working capital and reoccurring losses from operations, all of
which raises substantial doubt about its ability to continue as a
going concern.


CONSTAR INT'L: Judge Approves Reorganization Plan
-------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher S. Sontchi signed off on Constar International
Inc.'s reorganization plan on Friday, capping off the Company's
second stint in Chapter 11 in two years.

Law360 relates that Judge Sontchi confirmed the plan, which will
deleverage Constar's balance sheet by swapping new stock and debt
for the $220 million of floating rate notes that comprise 95
percent of the debtors' capital structure.

                     About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 protection on Jan. 11, 2011 (Bankr. D. Del. Case No.
11-10109), with a Chapter 11 plan negotiated with holders of 75%
of the holders of $220 million in senior secured floating-rate
notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar filed for Chapter 11 protection with a pre-arranged
debt-for-equity exchange, expected to be completed by mid-2011.
The Company and holders of more than 75% of its senior secured
floating- rate notes agreed on a restructuring plan that would
reduce debt by as much as $150 million.


CONSTAR INT'L: Wins Confirmation of Prepackaged Plan
----------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Christopher S. Sontchi confirmed Constar
International Inc.'s Chapter 11 plan of reorganization at a
hearing Friday.

A Constar representative didn't return a call seeking comment
Monday.

On March 14, 2011, Constar submitted a first amended iteration of
the Disclosure Statement and the Joint Plan of Reorganization.
Copies of the documents are available for free at:

  http://bankrupt.com/misc/constar.noticeofDSmodifications.pdf

According to the Disclosure Statement, the Reorganized Debtors
will emerge with approximately 60% less funded debt.

DBR recounts the salient terms of the prepackaged plan:

     -- Noteholders, which have an allowed secured claim of
        $100 million, will receive $70 million in new notes due
        2017 as well as new shares of convertible preferred stock.

     -- $121.4 million of Noteholders' claims will be classified
        as unsecured.  They'll join Constar's other unsecured
        creditors in sharing in 100% of the new common stock in
        the company.

     -- Constar's existing equity will be canceled, and holders
        won't recover anything.

     -- Lenders behind Constar's $55 million bankruptcy financing
        package, led by Black Diamond Commercial Finance LLC, will
        receive some cash and may then choose to roll $15 million
        of their claims over into new term loans and new notes.

     -- General Electric Capital Corp. and the other lenders who
        provided Constar with a $75 million secured credit
        facility before its bankruptcy will be paid in full and in
        cash on their $30.2 million in allowed claims.

     -- To fund Constar's emergence from bankruptcy, Wells Fargo
        Capital Finance LLC will lead a lender group that will
        provide the company with a $60 million exit loan.

                  About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 protection on Jan. 11, 2011 (Bankr. D. Del. Case No.
11-10109), with a Chapter 11 plan negotiated with holders of 75%
of the holders of $220 million in senior secured floating-rate
notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar filed for Chapter 11 protection with a pre-arranged
debt-for-equity exchange, expected to be completed by mid-2011.
The Company and holders of more than 75% of its senior secured
floating- rate notes agreed on a restructuring plan that would
reduce debt by as much as $150 million.


CORD BLOOD: Delays Filing of First Quarter Form 10-Q
----------------------------------------------------
Cord Blood America, Inc., notified the U.S. Securities and
Exchange Commission that it will be late in filing its quarterly
report on Form 10-Q for the period ended March 31, 2011.  The
Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the registrant.  The Company undertakes
the responsibility to file such report no later than five days
after its original prescribed due date.

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

The Company reported a net loss attributable to Cord Blood America
of $8.09 million on $4.13 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss attributable to Cord Blood
of $9.77 million on $3.24 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $7.38 million
in total assets, $6.63 million in total liabilities and $746,293
in total stockholders' equity.

As reported by the TCR on April 5, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has
insufficient working capital and an accumulated deficit at Dec.
31, 2010.


CORNERSTONE BANCSHARES: Files Form 10-Q; Posts $252,275 Income
--------------------------------------------------------------
Cornerstone Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $252,275 on $5.21 million of total interest income
for the three months ended March 31, 2011, compared with net
income of $343,787 on $7.10 million of total interest income for
the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$447.54 million in total assets, $420.25 million in total
liabilities, and $27.29 million in total stockholders' equity.

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

                        http://is.gd/d199cT

                    About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

The Company reported a net loss of $4.71 million on $25.21 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $8.17 million on $26.31 million of
total interest income during the prior year.

                          Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


CP JFK LLC: Ch. 11 Trustee Can Sell Hotel Property for $13.8-Mil.
-----------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Alan Nisselson, Chapter 11
trustee for the estate of CP JFK, LLC, to sell the hotel property
to Neshgold, LP, $13,850,000.

Neshgold credit bid its allowed secured claim up of $14,500,000
for the operating hotel located at 151-20 Baisley Boulevard,
Jamaica, New York, and the ground lease for the hotel premises.

The trustee determined the Neshgold bid as the highest or best
offer for the hotel property, and the offer of Wells Street
Capital IV, LLC as the second highest or best offer for the hotel
property.

The sale is free and clear of all liens, claims and encumbrances.

Optimum Hotel Brokerage assisted the the trustee in the marketing
efforts.

The purchaser, upon closing, will pay to the trustee, by way of
credit against Neshgold's first priority mortgage, the sum of
$13,850,000 representing the full amount of the best offer well as
the $510,000 enhanced carve out.

The trustee is represented by:

         WINDELS MARX LANE & MITTENDORF, LLP
         Alan Nisselson, Esq.
         Howard L. Simon, Esq.
         156 West 56th Street
         New York, NY 10019
         Tel: (212) 237-1000
         E-mail: hsimon@windelsmarx.com
                 anisselson@windelsmarx.com

                          About CPJFK LLC

Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room
hotel under the name of the JFK Plaza Hotel located at 151-20
Baisley Blvd., in Jamaica, New York.  The Hotel operations
constitute the Debtor's sole source of income.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
10-89928) on Oct. 4, 2010.

On Oct. 19, 2010, the U.S. Trustee for Region 21 filed a motion to
transfer the Debtor's case to the U.S. Bankruptcy Court for the
Eastern District of New York.  On Nov. 9, 2010, the Debtor's case
was transferred to E.D.N.Y. and assigned Case No. 10-50566.

In November 2010, the Bankruptcy Court order the appointment of a
Chapter 11 trustee at the behest of Neshgold, LP.  The U.S.
Trustee appointed Alan Nisselson as chapter 11 Trustee.  Alan
Nisselson selected Choice Consultants LLC as his managing agent.

No official committee of unsecured creditors has been appointed in
the case.


CROWNE PLAZA: Lender Wants Dismissal or Ch. 11 Trustee
------------------------------------------------------
Luci Scott at the Arizona Republic reports that the lender to
Chandler's Crowne Plaza San Marcos Golf Resort has accused the
resort's general manager of harming value of the resort by
improperly transferring real estate owned by the resort to the
general partner.  The transfer was made about six months before
the owners filed for bankruptcy protection, Guaranty Bank and
Trust Co. alleges in court papers.  Losing the real estate, known
as the Bogle house, will hurt the chances of getting an optimum
price in a sale of the resort, the bank said.  Guaranty's
foreclosure proceedings stalled when the resort filed bankruptcy
earlier this year.

Sean O'Brien of Phoenix, an attorney for the resort's owners,
denied wrongdoing by his clients.

Guaranty Bank and Trust is asking the court to dismiss the Chapter
11 bankruptcy filing, convert it to Chapter 7, or appoint a
trustee "because it is in the best interest of debtor's creditors
and equity security holders."  The bank alleges "fraud, dishonesty
and gross mismanagement of the estate by (the resort's)
principals."

A court hearing is set for June 6.

                     About San Marcos Capital

San Marcos Capital Partners, LP, owns the Crowne Plaza San Marcos
Golf Resort in downtown Chandler, Arizona.  It filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 11-07144) on March 18, 2011.
Duncan E. Barber, Esq., at Bieging Shapiro & Burrus, LLP, in
Denver, Colorado, serves as counsel to the Debtor.  The Debtor
estimated assets of up to $50,000 and debts of up to $50,000,000
as of the Chapter 11 filing.


CUMULUS MEDIA: Reports $16.1-Mil. First Quarter Net Income
----------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $16.12 million on $57.85 million of net revenues for the three
months ended March 31, 2011, compared with a net loss of $144,000
on $56.35 million of net revenues for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$318.87 million in total assets, $643.27 million in total
liabilities, and a $324.40 million total stockholders' deficit.

Lew Dickey, Chairman & CEO stated, "During the first quarter, we
announced two very important transactions for our shareholders.
With the acquisition of CMP and Citadel, we are transforming our
company into a true national platform that is broadly diversified
with scale.  The pro forma entity will have a strong balance sheet
with ample liquidity that will generate enormous free cash flow.
We look forward to combining these entities into a fully-
integrated asset base that will provide numerous opportunities to
create value through both content and distribution."

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

                        http://is.gd/yfkAGH

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to B1 from Caa1 due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


CUMULUS MEDIA: Prices $610 Million 7.75% Senior Notes Offering
--------------------------------------------------------------
Cumulus Media Inc. has priced its previously announced offering of
$610.0 million aggregate principal amount of 7.75% senior notes
due 2019.  The sale of the Notes is expected to be completed on
May 13, 2011, subject to customary closing conditions.

As a part of its refinancing transactions in connection with its
pending acquisitions of Cumulus Media Partners, LLC, and Citadel
Broadcasting Corporation, the Company intends to use the net
proceeds from the offering of Notes to (i) repay in full all
outstanding amounts under the term loan facility under the
Company's existing senior secured credit facilities and (ii) pay
fees and expenses related to the offering of Notes.  Any remaining
proceeds will be used for general corporate purposes.

The Notes and the related guarantees have not been, and will not
be, registered under the Act or the securities laws of any other
place and may not be offered or sold in the United States absent
registration or an applicable exemption therefrom.  The Notes will
be offered only to qualified institutional buyers under Rule 144A
and to persons outside the United States under Regulation S.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at March 31, 2011, showed
$318.87 million in total assets, $643.27 million in total
liabilities, and a $324.40 million total stockholders' deficit.

                           *     *     *

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to B1 from Caa1 due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


DBSD N.A.: Court Approves Disclosure Statement
----------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Robert E. Gerber approved the disclosure
statement explaining DBSD North America Inc.'s Chapter 11 plan,
which calls the $1.4 billion sale of the Company to Charles
Ergen's Dish Network Corp.

DBR notes that Judge Gerber in March had called the plan "very,
very favorable to the creditor community."

DBR further recounts that when asked by Judge Gerber if he
expected any creditor objections to the deal down the road,
Kirkland & Ellis LLP's Ryan Bennett, a lawyer for DBSD said, "We
don't, your honor."

DBSD hopes to have its bankruptcy plan confirmed by the court on
June 30.

                    About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DEARBORN BANCORP: Reports $154,000 First Quarter Net Income
-----------------------------------------------------------
Dearborn Bancorp, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $154,000 on $8.6 million of net interest
income for the three months ended March 31, 2011, compared with
net income of $1.1 million on $8.1 million of net interest income
for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$897.0 million in total assets, $870.0 million in total
liabilities, and stockholders' equity of $27 million.

"The Bank is currently undercapitalized," the Company said in the
filing.  "Failure to meet the minimum ratios set forth in the
Consent Order could result in regulators taking additional
enforcement action against the Company."

As reported in the TCR on March 28, 2011, BKD, LLP, in
Indianapolis, Indiana, expressed substantial doubt about Dearborn
Bancorp ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses resulting from the effects
of the economic downturn in their operating region causing its
subsidiary bank to be undercapitalized and resulting in a consent
order to be issued by its primary regulator.

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

                       http://is.gd/uv3wOR

Dearborn, Michigan-based Dearborn Bancorp, Inc. (Nasdaq: DEAR) is
a registered bank holding company.  Its sole banking subsidiary is
Fidelity Bank.  The Bank currently operates 17 banking offices in
Wayne, Oakland, Macomb and Washtenaw Counties in the State of
Michigan.


DPAC TECHNOLOGIES: Posts $191,000 First Quarter Net Loss
--------------------------------------------------------
DPAC Technologies Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $191,036 on $2.0 million of sales for
the three months ended March 31, 2011, compared with a net loss of
$95,820 on $1.8 million of sales for the same period of 2010.

The Company's balance sheet as of March 31, 2011, showed
$9.4 million in total assets, $6.9 million in total liabilities,
and stockholders' equity of $2.5 million.

Maloney + Novotny in Cleveland, Ohio, expressed substantial doubt
about DPAC Technologies' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that of the Company's continued operating losses, deficit
working capital balances and the inherent risk in extending or
refinancing its bank line of credit, which matures on May 31,
2011.

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

                       http://is.gd/iFc6iH

Hudson, Ohio-based DPAC Technologies Corp. (OTC QB: DPAC)
-- http://www.quatech.com/-- through its wholly owned subsidiary,
Quatech, Inc., designs, manufactures, and sells device
connectivity and device networking solutions for a broad market.
Quatech sells its products through a global network of
distributors, system integrators, value added resellers, and
original equipment manufacturers.  The Company sells to customers
in both domestic and foreign markets.


EASTERN LIVESTOCK: Lease Decision Deadline Extended to July 26
--------------------------------------------------------------
Judge Basil H. Lorch III has extended the deadline for Eastern
Livestock Co., LLC, to assume or reject non-residential real
property leases pursuant to Section 365(d)(4)(B) of the Bankruptcy
Code, through and including July 26, 2011.  James M. Knauer, in
his capacity as Chapter 11 trustee of Eastern Livestock, sought
the extension.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No. 10-
93904) for the Company.  The creditors asserted $1.45 million in
claims for "cattle sold," and are represented by Greenebaum Doll &
McDonald PLLC.  The Court entered an Order for Relief on Dec. 28,
2010.  Judge Basil H. Lorch III, at the behest of the creditors,
appointed a trustee to operate Eastern Livestock's business.

The Chapter 11 trustee has tapped James M. Carr, Esq., at Baker &
Daniels LLP, as counsel.  BMC Group Inc. is the claims and notice
agent.  The Debtor has disclosed $81,237,865 in assets and
$40,154,698 in papers filed in Court.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis -- james@rubin-levin.net -- as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, has tapped Dale & Eke, P.C., as
counsel.


EASTMAN KODAK: 14 Directors Elected at Annual Meeting
-----------------------------------------------------
The 2011 Annual Meeting of Shareholders of Eastman Kodak Company
was held on May 11, 2011, at the Hilton Garden Inn, 6450 Carlsbad
Road, Carlsbad, California 92011.  The Company filed its
definitive Proxy Statement for the proposals voted upon at the
Annual Meeting with the Securities and Exchange Commission on
March 31, 2011.  As of March 14, 2011, the record date for the
Annual Meeting, there were 269,038,172 shares of common stock
issued and outstanding.  A quorum of 188,670,361 shares of common
stock was present or represented at the Annual Meeting.

At the 2011 Annual Meeting, Shareholders:

(a) elected each of the Company's fourteen nominees for director
    to serve a term of one year to expire at the 2012 Annual
    Meeting of Shareholders or until their successors are duly
    elected and qualified:

     (1) Richard S. Braddock
     (2) Herald Y. Chen
     (3) Adam H. Clammer
     (4) Timothy M. Donahue
     (5) Michael J. Hawley
     (6) William H. Hernandez
     (7) Douglas R. Lebda
     (8) Kyle P. Legg
     (9) Delano E. Lewis
    (10) William G. Parrett
    (11) Antonio M. Perez
    (12) Joel Seligman
    (13) Dennis F. Strigl
    (14) Laura D'Andrea Tyson;

(b) ratified the selection of PricewaterhouseCoopers LLP as the
    Company's independent registered public accounting firm;

(c) approved, through an advisory vote, the compensation of the
    Company's Named Executive Officers;

(d) approved, through an advisory vote, an annual frequency for
    the advisory vote on compensation of the Company's Named
    Executive Officers; and

(e) did not approve a shareholder proposal raised from the floor
    by First Affirmative Financial Network LLC, concerning the
    Company's relationship with the U.S. Chamber of Commerce.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at March 31, 2011, showed
$5.88 billion in total assets, $7.15 billion in total liabilities,
and a $1.27 billion total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.


EAU TECHNOLOGIES: Incurs $700,830 First Quarter Net Loss
--------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $700,830 on $630,642 of total revenues for the three
months ended March 31, 2011, compared with a net loss of $223,271
on $162,402 of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$2.38 million in total assets, $7.12 million in total liabilities,
all current, and a $4.74 million total stockholders' deficit.

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

                        http://is.gd/he5RzD

                       About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

As reported by the TCR on April 7, 2011, HJ & Associates, LLC, in
Salt Lake City, Utah, expressed substantial doubt about EAU
Technologies' ability to continue as a going concern following the
Company's 2010 results.  The independent auditors noted that the
Company has a working capital deficit as well as a deficit in
stockholders equity.

The Company reported net income of $2.4 million on $697,555 of
revenues for 2010, compared with a net loss of $2.2 million on
$724,510 of revenues for 2009.


ENEA SQUARE: Has Until June 15 to Use NUCP FUND's Cash Collateral
-----------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Enea Square Partners,
L.P., to use all of the cash collateral of secured lender, NUCP
FUND, I, LLC, until June 15, 2011.

The Debtor is the owner of commercial property including 11
parcels located at 1450 Enea Circle, 1486 Enea Court, 1470 Enea
Circle, 1465 Enea Circle D, and 1465 Enea Circle E, Concord,
California.

The Debtor related that the original lender of the property was
Comerica Bank, then Comerica sells the Debtor's debt to NUCP FUND
I, LLC.  The secured lender asserts a claim amounting to
$19,500,000.

The Debtor will use $54,600 in cash collateral to make these
payments:

   Joan Enea-Lopez, managing member                    $12,000
    and attorney at law

   David Enea, on-site maintenance                      $6,000

   Judy Ewing, secretary                                $4,200

   Mimi Enea                                            $3,200

   Molly Enea                                           $2,000

Thereafter, the Debtor will need to use cash collateral in order
to pay the monthly operating expenses.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lenders a security interest
in postpetition assets generally the same type and character as
its prepetition lien.

A continued hearing is set for June 15, 2011 at 2:00 p.m., to
consider the Debtor's request to access the cash collateral.

The Debtor is represented by:

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

                     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.  The Debtor estimated assets and debts at $10 million to
$50 million.


EVERGREEN TRANS: Reorganization Case Converted to Liquidation
-------------------------------------------------------------
The Hon. Margaret A. Mahoney of the U.S. Bankruptcy Court for the
Southern District of Alabama converted the Chapter 11 case of
Evergreen Transportation, Inc., to one under Chapter 7 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on April 1, 2011,
Travis M. Bedsole, Jr., bankruptcy administrator, asked for the
dismissal of the Debtor's case, or, in the alternative, conversion
of the case to Chapter 7 because the Debtor failed to propose a
plan of reorganization, and has no ability to effectuate a plan of
reorganization.

The Court also appointed Lynn Harwell Andrews as interim trustee
in the case.  The trustee's standing bond will be fixed under the
general blanket bond previously approved.

In a separate filing, the Debtor asked for an additional 30 days
to file its new schedules of assets and liabilities and statement
of financial affairs and matrix.  The Debtor explained that Roger
Ross of Ross Consulting Services needs additional time to prepare
the necessary documents.

                 About Evergreen Transportation

Evergreen, Alabama-based Evergreen Transportation, Inc., operates
a freight and logistics business.  The Company filed for Chapter
11 (Bankr. S.D. Ala. Case No. 09-13525) on Aug. 4, 2009.  Silver,
Voit & Thompson, Attorneys at Law, P.C. represents the Debtor in
its restructuring efforts.  Ross Consulting Services, LLC, and
Carriage Hill Partners, Ltd., have been tapped as financial
advisors.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million as of the
Chapter 11 filing.


EZENIA! INC: Incurs $784,000 Net Loss in March 31 Quarter
---------------------------------------------------------
Ezenia! Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $784,000 on $676,000 of product revenues for the three
months ended March 31, 2011, compared with a net loss of $743,000
on $703,000 of product revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $3.2 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $92,000.

As reported in the TCR on April 11, 2011, McGladrey & Pullen, LLP,
in Boston, Mass., expressed substantial doubt about Ezenia! Inc.'s
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses, and negative cash flows from operations and
has limited existing resources available to meet 2011 commitments.

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

                       http://is.gd/smdYxk

Nashua, New Hampshire-based Ezenia! Inc. (OTC BB: EZEN)
-- http://www.ezenia.com/-- develops and markets products that
enable organizations to provide technically advanced high-quality
group communication to commercial, governmental, consumer and
institutional users.


FENTURA FINANCIAL: Files Form 10-Q; Posts $310,000 Q1 Net Income
----------------------------------------------------------------
Fentura Financial, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
net income of $310,000 on $3.35 million of total interest income
for the three months ended March 31, 2011, compared with a net
loss of $483,000 on $3.93 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$314.46 million in total assets, $298.26 million in total
liabilities, and $16.20 million in total shareholders' equity.

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

                        http://is.gd/wM9nBB

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., 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 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $5.38 million on $13.87 million
of interest income for the year ended Dec. 31, 2010, compared with
a net loss of $16.98 million on $16.24 million of interest income
during the prior year.


FIRST SECURITY: Incurs $2.65-Mil. First Quarter Net Loss
--------------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.65 million on $11.50 million of total interest
income for the three months ended March 31, 2011, compared with a
net loss of $1.11 million on $15.04 million of total interest
income for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $1.11
billion in total assets, $1.02 billion in total liabilities and
$90.14 million in total stockholders' equity.

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

                        http://is.gd/ZiZ4Xj

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.

The Company reported a net loss of $44.34 million on $54.91
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $33.45 million on $64.00 million of
total interest income during the prior year.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.


FISHER ISLAND: Bond Not Filed to Support Involuntary
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of a development on Fisher Island, Florida,
may soon be out from underneath the cloud of an involuntary
bankruptcy petition.  After the involuntary Chapter 11 petition
was filed in March, the developer filed a motion which the
bankruptcy court in Miami granted on April 21 requiring the
petitioners to file a $200,000 bond by the next day.  The bond
hasn't been filed, the resort developer said in a motion.  The
motion seeks to have the petitioning creditors held in contempt
for failing to post the bond.  The bond was designed by the
bankruptcy judge to cover the owner's costs and attorneys' fees it
would be entitled to recover if the involuntary petition were
dismissed.

                     About Fisher Island

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).

Judge A. Jay Cristol directed the appointment of an examiner to
probe the ownership issues plaguing Fisher Island, which has seen
two sets of purported owners square off over an involuntary
Chapter 11 filing.  The U.S. Trustee named James S. Feltman as
examiner.


GAS CITY: Has Continued Access to Bank of America Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved, according to Gas City Ltd., et al.'s docket, a
stipulation authorizing the continued use of the cash collateral
of its prepetition secured lender -- Bank of America, N.A.

The prepetition secured lender consented to an extension of the
Debtors use of the cash collateral to fund their Chapter 11 case,
pay suppliers and other parties.

As reported in the Troubled Company Reporter on Nov. 5, 2010,
prior to the commencement of the Chapter 11 Case, the prepetition
secured lender, made certain loans and other financial
accommodations to the Debtors pursuant to (i) the Feb. 1, 2005,
Loan Agreement, and (ii) the Dec. 7, 2009 Loan Agreement.  As of
the Petition Date, the Debtors was indebted under the Prepetition
Credit Agreements in the approximate principal amount of
$29.6 million, plus interest accrued and accruing, costs,
expenses, fees their charges and other obligations.

As adequate protection for any diminution in value, the Debtors
will grant the Prepetition Lender additional and replacement
security interests and liens in and upon all existing and after
acquired assets of the Debtors.  In addition to the Replacement
Liens, the Debtors will grant the Prepetition Lender:

     a. an allowed superpriority administrative claim;

     b. payment of all fees and expenses of the Prepetition Lender
        and the DIP Issuer accrued from and after the Petition
        Date;

     c. payment to the Prepetition Lender of (i) prepetition
        accrued and unpaid professional fees of the Prepetition
        Lender, (ii) prepetition accrued and unpaid interest on
        the Prepetition Loan, and (iii) post-petition accrued
        interest on the Prepetition Loan, which will commence
        immediately, at a rate of approximately $30,000 per week;
        and

     d. payment to the Prepetition Lender of any earnout amounts
        actually received by the Debtors from its prepetition sale
        of the Tank Wagon division.

Pursuant to the final cash collateral order, the Debtors are
permitted to use the cash collateral until the closing of the sale
or any disposition of all or any material portion of their assets
associated with Gas City's service station business, and the
related gas station real estate owned or leased by the WJM Trust,
or the occurrence of an event of default.

                         About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  The Official
Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl
& Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and
Mesirow Financial Consulting, LLC, as financial advisors.

                            *    *    *

The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the exclusive periods of
Gas City, Ltd., and its debtor-affiliates to file a Chapter 11
plan until June 30, 2011, and solicit acceptances of that plan
until July 30, 2011.


GENCORP INC: Moody's Upgrades Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of GenCorp Inc. to B1 from B2.
Accordingly, Moody's also upgraded the senior secured term loan,
revolving bank credit facility and letter of credit facility to
Ba1 from Ba2; the guaranteed senior subordinated notes to Ba3 from
B1; and subordinated convertible notes to B3 from Caa1. In
addition, Moody's assigned a first time speculative grade
liquidity rating of SGL-2 indicating a near term good liquidity
profile. The rating outlook is stable.

Ratings Upgrades and Assessment Changes:

   Issuer: GenCorp Inc.

   -- Probability of Default Rating, to B1 from B2

   -- Corporate Family Rating, to B1 from B2

   -- $65 million Senior Secured Revolving Credit Facility, to Ba1
      (LGD1, 6%) from Ba2 (LGD1, 5%)

   -- $51 million Senior Secured Term Loan Facility, to Ba1 (LGD1,
      6%) from Ba2 (LGD1, 5%)

   -- $100 million Senior Secured Letter of Credit Facility, to
      Ba1 (LGD1, 6%) from Ba2 (LGD1, 5%)

   -- $75 million 9.5% Guaranteed Senior Subordinated Notes, to
      Ba3 (LGD3, 39%) from B1 (LGD3, 35%)

   -- $62 million 2.25% Convertible Subordinated Notes, to B3
      (LGD5, 83%) from Caa1 (LGD5, 81%)

   -- $0.3 million 4.0% Convertible Subordinated Notes, to B3
      (LGD5, 83%) from Caa1 (LGD5, 81%)

Assignments:

   Issuer: GenCorp Inc.

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

RATINGS RATIONALE

The upgrade reflects the company's steady improvement to operating
results, as a leading niche supplier of solid and liquid rocket
propulsion systems to prime defense contractors. Operating margins
have grown to above 11% (inclusive of Moody's standard
adjustments) in the most recent twelve-month period, resulting
from growth in defense programs that GenCorp supplies (THAAD,
Aegis, PAC-3) and good cost controls. GenCorp's funded backlog has
grown steadily over several years, and is now about 90% of sales.
The level of backlog provides good forward revenue visibility and
compares favorably with other defense suppliers.

Higher profits and stronger working capital management have led to
improvement to key credit metrics (EBIT to Interest of 1.8 times,
Debt to EBITDA of 4.8 times in the twelve months to February 28,
2011) that support the B1 rating. We anticipate the company to
further improve its credit profile over time. The company is well
positioned with a balanced program portfolio across multiple
critical space, tactical and missile defense systems. Moody's
expects modest continued revenue growth despite Washington budget
pressures.

Sustained positive free cash flow generation has built GenCorp's
cash levels to above $200 million. With the build-up of cash on
hand and full access to its $65 million revolving credit facility
GenCorp's current liquidity profile addresses previous concerns
related to the convertible notes putable to GenCorp on November
20, 2011 (originally $146.4 million; $62.1 million as of February
28, 2011). This sizeable debt maturity had previously constrained
ratings uplift.

Additionally, GenCorp holds substantial real estate assets in the
Sacramento, California area that are deemed excess, and the
company intends to monetize over time. Most of the proceeds from
any sale would likely be applied to reduce debt. While a near-term
monetization seems unlikely, Moody's believes that the company has
flexibility to continue its entitlement initiatives and retain
these assets to a time where they could be monetized during more
favorable market conditions.

The stable ratings outlook reflects Moody's expectation of steady
profits in the intermediate term, given the high funded backlog,
leading to continued positive free cash flow generation and
continued good liquidity.

The principal methodology used in rating GenCorp was the 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.

GenCorp Inc., headquartered in Rancho Cordova, CA, through its
Aerojet-General Corporation ("Aerojet") subsidiary, produces
propulsion systems for defense and space applications and armament
systems for precision tactical weapon systems. LTM revenue through
2/28/11 of $881 million.


GENERAL MARITIME: OCM Marine Discloses 16.6% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, OCM Marine Investments CTB, Ltd., and its affiliates
disclosed that they beneficially own 23,091,811 shares of common
stock of General Maritime Corporation representing 16.6% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/tUBYyN

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company's balance sheet at March 31, 2011, showed
$1.72 billion in total assets, $1.42 billion in total liabilities,
and $304.25 million in total shareholders' equity.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                           *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service
lowered its ratings of General Maritime Corporation: Corporate
Family to B3 from B1, Probability of Default to Caa1 from B2 and
senior unsecured to Caa2 from Caa1.  Moody's also downgraded the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The
outlook is negative.  The downgrade of the ratings reflects
GenMar's tightening liquidity position as a result of ongoing weak
tanker freight rates and upcoming debt maturities.  These
maturities include the recently arranged $22.8 million bridge loan
due Oct. 21, 2011 ("Bridge Loan"), and two $50 million
repayments (one each on April 26, 2011 and Oct. 26, 2011) that
are due on the company's $750 million revolving credit facility
that was almost fully drawn at Sept. 30, 2010.


GREAT ATLANTIC: Section 341(a) Meeting Scheduled for May 31
-----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in The Great Atlantic & Pacific Tea Company Inc. and its
affiliated debtors' Chapter 11 case on May 31, 2011, at 2:00 p.m.
(Eastern Time).  The meeting will be held at the U.S. Bankruptcy
Court for the Southern District of New York, 300 Quarropas Street,
Room 243A White Plains, New York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GRUBB & ELLIS: Incurs $18.7-Mil. First Quarter Net Loss
-------------------------------------------------------
Grubb & Ellis Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $18.68 million on $120.08 million of total revenue for the
three months ended March 31, 2011, compared with a net loss of
$24.05 million on $130.66 million of total revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed $256.53
million in total assets, $242.77 million in total liabilities,
$92.97 million in 12% cumulative participating perpetual
convertible preferred stock, and a $79.22 million total deficit.

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

                        http://is.gd/RU17eU

                        About Grubb & Ellis

Santa Ana, Calif.-based Grubb & Ellis Company (NYSE: GBE)
-- http://www.grubb-ellis.com/-- is a commercial real estate
services and investment management company with over 5,200
professionals in more than 100 company-owned and affiliate offices
throughout the United States.  The Company's range of services
includes tenant representation, property and agency leasing,
commercial property and corporate facilities management, property
sales, appraisal and valuation and commercial mortgage brokerage
and investment management.

Through its investment management business, the Company is a
leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.


GULFSTREAM INT'L: Pilots Ratify Collective Bargaining Deal
----------------------------------------------------------
Gulfstream International Airlines' flight crewmembers, represented
by the International Brotherhood of Teamsters APA Local 1224,
today announced they have agreed to a five-year collective
bargaining agreement with Gulfstream International Airlines.

Ballots were tallied on Friday, May 6.  The new contract will be
in effect through May 2016.

"Gulfstream's bankruptcy and reorganization has been a lot for our
pilot group to digest over the last six months," said Cecil
Stewart, APA Teamsters Local 1224's Gulfstream Executive Council
Chairman.  "With this stressful chapter from Gulfstream's history
behind us, we look forward to many years of growth and success for
the benefit of all of Gulfstream's flight crews."

The new contract provides a significant increase in the ability of
each pilot to modify his or her own schedule to accommodate
personal needs.  At the same time, the contract also has increased
the Company's ability to obtain pilot coverage for open trips,
while ensuring that crewmembers are fairly compensated for any
flying above and beyond a normal monthly schedule.  The contract
also strengthened the scope of the contract, and ensured that all
non-management pilots who work for Gulfstream will be fully
covered by the collective bargaining agreement.  Gulfstream
Teamsters' Executive Council expects that the "quality of life"
and organizational improvements which are also included in the
contract will assist the airlines' new owners in a positive
renovation of the company culture.

Joe Muckle, president of APA Teamsters Local 1224 said, "Contract
negotiations are always about give and take.  In this case, the
pilot group knew it was necessary to work with the company to help
reduce costs so that it could effectively undergo its
reorganization under Chapter 11 bankruptcy.  In understanding the
goals upfront, we were able to collectively find common ground on
provisions which make this contract acceptable to the membership
and Gulfstream International Airlines, as well as making it
appealing to the airlines' new owners, Victory Park Capital."

The Airline Professionals Association Teamsters Local 1224
represents the flight crewmembers of ABX Air, Atlas Air, Cape Air,
Gulfstream International, Horizon Airways, Kalitta Air, Miami Air,
Omni Air International, Polar Air Cargo, Southern Air and USA
3000.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in total
assets and $25,243,099 in total liabilities.

Victory Park provided Gulfstream with up to $5 million debtor-in-
possession financing to fund the Chapter 11 case.


HAMPTON ROADS: Incurs $31.6-Mil. First Quarter Net Loss
-------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $31.65 million on $27.18 million of total interest
income for the three months ended March 31, 2011, compared with a
net loss of $39.12 million on $34.09 million of total interest
income for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $2.71
billion in total assets, $2.55 billion in total liabilities and
$159.86 million in total shareholders' equity.

"We are pleased with the continuing decline in our nonperforming
assets," said John A. B. "Andy" Davies, Jr., president and chief
executive officer.  "Our strategic focus remains on exiting the
problem assets on our balance sheet while returning the Company to
profitability."

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

                          http://is.gd/OvGCSE

                   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.


HARRISON TOWN: Moody's Lowers General Obligation Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Baa1 the Town
of Harrison's (NJ) long-term general obligation rating on
approximately $17.5 million in rated outstanding debt secured by
the town's general obligation, unlimited tax pledge The Ba3 does
not apply to outstanding county-guaranteed debt which carries
Hudson County's general obligation rating of Aa3 and its negative
outlook. Harrison's general obligation outlook is negative.

RATINGS RATIONALE

The downgrade to Ba3 reflects our belief that Harrison may be
challenged to pay debt service on its general obligation debt in
the next several years given its outsized enterprise-related risk
and substantial leverage. The town recently added a significant
amount of debt to foster redevelopment efforts as well as higher
than expected cash flow notes issued in March 2011. Large
increases in leverage in 2010 and 2011 debt service have not been
matched by commensurate increases in development related-revenues,
as the city had anticipated. The downgrade also incorporates the
town's rapidly eroded financial position (reserves fell to 0.7% of
revenues in fiscal 2010 (unaudited) from 10.5% in fiscal 2009),
sharply increased dependence on cash flow borrowing for operations
in fiscal 2011 and recently demonstrated poor access to the
capital markets. The rating also incorporates the town's
relatively limited tax base and weak demographics, which
potentially limits capacity to increase property tax revenues in
order to meet the higher debt service obligations. It also
considers the additional security provided by Hudson County's
(G.O. rating Aa3/negative outlook) general obligation guaranty on
34% of outstanding Harrison debt, and corporate guarantees for
debt service payment by developers on 12% of debt ($14.4 million
of NJEIT loans).

Affirmation of the negative outlook reflects the town's lack of a
long-term solution to its outsized debt burden and debt service,
and uncertainties regarding the amounts and timing of projected
developer PILOT payments and expected developer reimbursements. It
also considers the challenges the town may face in securing
additional state and county support for meeting future debt
obligations.

OUTSIZED ENTERPRISE-RELATED RISK; SHARP INCREASE IN DEBT RELATED
TO REDEVELOPMENT PROJECTS WITH UNMATCHED INCREASE IN REVENUES

In 2006 the Hudson County Improvement Authority (HCIA), a conduit
issuer with no independent taxing authority, issued $39.4 million
in bonds for the Harrison stadium land acquisition project,
property which was developed as the future home of the New York
Red Bulls of Major League Soccer. While lease payments from the
Town of Harrison to the HCIA are expected to be the source of bond
repayment, the bonds are ultimately backed by an unconditional
general obligation guarantee of Hudson County (G.O rated
Aa3/negative outlook). Town management initially projected that
ongoing redevelopment efforts in the area surrounding the stadium,
through increased PILOT payments, would provide the source of
payment for debt service to begin on December 15, 2010. However,
the economic downturn caused these PILOT payments to be lower than
anticipated. Harrison initially projected PILOT payments to the
town would be $2.3 million in 2008 with the expectation that they
would ramp up to levels approximating $11.5 million in 2011.
Actual PILOTs collected over the last three years have been
approximately $980,000 in 2009, and $1.1 million in both 2010 and
2011. When the debt began to amortize in 2010, Harrison privately
issued a one-month note in order to meet the first $3.1 million
debt service payment due December 15th. Subsequently, the HCIA
issued bond anticipation notes in January 2011 backed by the
general obligation pledge of Hudson County. A portion of those
proceeds were used to repay the holder of the Harrison-issued
note. The town plans to borrow an additional $3.1 million from the
HCIA in order to meet its December 15, 2011 debt service
obligation.

The issuance of the $39.4 million of county-guaranteed CABs in
2006 and approximately $14.4 million of New Jersey Environmental
Infrastructure Trust Loans in 2009, combined with $8.5 million of
additional school debt, caused Harrison's debt burden to jump to
8.8% by year-end fiscal 2009 from 4.2% of equalized valuation in
fiscal 2005. Debt burden increased again in 2010 to an extremely
high 10.1% of equalized valuation following the issuance of notes
to pay 2010 county-guaranteed debt service. Similarly, debt
service has risen to 13% of fiscal 2010 expenditures from 6.3% in
fiscal 2008 and comprises 16% of the fiscal 2011 introduced
budget. Despite the rapid increase in debt service, Harrison has
not raised its levy sufficiently to meet the additional debt
service nor does it currently maintain plans to do so in the
medium-term. Rather, it continues to anticipate that PILOT
revenues will sufficiently cover debt service. Nearly all projects
intended to generate PILOTs for debt service remain delayed year-
to-date, with the exception River Park, which is 50% complete and
Building 1 of Harrison Commons.

Moody's believes that in the absence of sufficient PILOT revenues
for developer-related debt service, developer guarantees provide a
moderate level of additional security. Debt related to developers,
which was intended to be repaid with PILOTs, include the 2006
county-guaranteed CABs, 2009 NJEIT loans totaling $14.4 million
and a county-guaranteed Redevelopment Area Bond note of $8.5
million. Although projects intended to generate PILOTs for NJEIT
debt service have not yet begun, as previously anticipated,
developers have fulfilled guarantees in 2010 and year-to-date in
2011 by providing sufficient debt service reimbursements to the
town. The developer guarantees include an annually renewable
letter of credit and joint and several obligation. The project
tied to Harrison's county-guaranteed RAB (Harrison Commons) has
begun construction and is expected to be completed by September
2011. The town plans to refund the notes with long-term bonds in
2012 as PILOT revenue is realized. Although debt service for
county-guaranteed CABs does not benefit from developer guarantees
and the modest amount of annual PILOT revenues that are being
generated have not been applied toward principal payment, the
county general obligation pledge provides additional security. The
NJEIT loans do not carry a county guarantee.

SHARP EROSION OF FINANCIAL FLEXIBILTY IN FISCAL 2010 AND INCREASED
DEPENDENCE ON CASH FLOW BORROWING FOR OPERATIONS; RECENTLY
DEMONSTRATED POOR MARKET ACCESS

Moody's believes Harrison may be challenged to meet debt service
payments given the town's weak liquidity and dependence on the
capital markets for cash flow borrowing, coupled with its poor
market access. In fiscal 2010 (unaudited), the town drew down
nearly all Current Fund balance to a very narrow $26,000 or 0.7%
of revenues from a satisfactory $3.9 million or 10.5% of revenues
in fiscal 2009. The draw represents a structural imbalance of 8%
of the fiscal 2010 budget, which the town is challenged to close
in the introduced fiscal 2011 budget. As a result of the use of
Current Fund balance , cash has declined to $6.4 million or 16.7%
of revenues (net of Tax Anticipation Note proceeds), driving a
larger than anticipated TAN issuance of $8.5 million for the
fiscal 2011 budget. The note matures December 2011, unlike the
fiscal 2010 note, which matured after the fiscal 2010 fiscal year
in February 2011.

Moody's believes Harrison's increased reliance on the capital
markets for cash flow purposes presents another significant
uncertainty given the town's very poor market access in 2011.
Notably, Harrison did not issue tax anticipation notes (TANs) in
2009 after issuing $6 million in TANs in both fiscal years 2007
and 2008. However, it did resume the practice in fiscal 2010 by
issuing $6 million in TANs. Prior to fiscal 2011, the town
negotiated note placements with a commercial bank; however the
bank chose not to renew in 2011 when Harrison issued BANs and TANs
in March and April, respectively. With only one bidder on each
note from the same investor, uncertainties arise around the town's
ability to secure access to the market in fiscal 2012 and ahead.
Given stressed fiscal 2012 cash flow projections, Moody's believes
a failed TAN sale in 2012 would severely challenge the town to
make timely debt service without alternative financing.

Poor market access may also affect the refunding of $5.6 million
in general obligation BANs that come due in August 2012. In order
to mitigate market access risk, the town has applied to the State
of New Jersey Local Finance Board for participation in the
Municipal Qualified Bond Program. The state will review the
application this June. Aside from these notes, the town only
maintains a RAB note held by the Hudson County Improvement
Authority. If the town is accepted into the state's qualified bond
program, it would have to issue new money or refund and reissue
outstanding series to place them into the program; outstanding
debt is not automatically in the program.

Looking ahead, the introduced fiscal 2011 budget aggressively
assumes $2.9 million of property tax revenue from the Red Bull
stadium and $1 million of land sale proceeds, for which a buyer
has not yet been secured. In fiscal 2010, the New York Red Bulls
failed to pay approximately $1.4 million of property taxes due to
Harrison, legally challenging its status as a taxable property.
The fiscal 2011 budget anticipated Red Bull 2010 property tax
revenue as a delinquent tax as well as $1.4 million of current
taxes due in 2011. Moody's believes the town may not receive these
monies prior to year-end. Without significant current year
expenditure savings, Harrison will be severely challenged to
maintain a positive fund balance as well as current, albeit very
narrow, liquidity levels.

DEVELOPMENT EFFORTS REMAIN STALLED; MODEST TAX BASE WITH BELOW-
AVERAGE WEALTH LEVELS

Approximately one-third of Harrison has been designated as a
redevelopment area. The town is attempting to leverage its
location in western Hudson County, just north of Newark (G.O.
rated A3/negative outlook), with proximity to New York City (G.O.
rated Aa2/stable outlook). Equalized value per capita grew at a
healthy five-year annual average rate of 12.6% through 2008,
indicative of strong market value appreciation, before declining
14.7% in fiscals 2009 and 2010. Management initially projected
PILOTs to the town at $2.3 million in 2008 with the expectation
that they would increase to levels approximating $11.5 million in
2011. However, given the economic downturn, development has slowed
and, as indicated above, PILOT payments have been significantly
less than originally projected, most severely at less than 10% of
expectations in fiscal 2011. Additionally, the town had been
looking to the stadium for the Red Bulls professional soccer team,
which was projected to open in the summer of 2008 but was delayed
to 2010, to spur development and PILOT revenue. Income and wealth
levels in Harrison are well-below the state medians, with per
capita and median family income at 68.5% and 74.2% of the state
levels, respectively, and equalized value per capita of $77,882.

Outlook

Assignment of the negative outlook reflects the town's future
ability to access the capital markets for cash flow purposes, the
lack of a long-term solution to an outsized debt burden and
substantial near-term debt service, and uncertainties regarding
the amounts and timing of projected developer PILOT payments and
expected reimbursements. It also considers difficulties the town
may face in securing additional state and county support for
meeting future debt obligations as well as our belief that
redevelopment efforts are likely to proceed slower than originally
projected over the near-term.

WHAT COULD MOVE THE RATING UP (REMOVAL OF THE NEGATIVE OUTLOOK):

   * An increase in PILOT payments by fiscal 2012 sufficient to
     pay debt service

   * Growth in the tax base from renewed development efforts

   * Improved market access demonstrated by multiple bids for
     short-term notes

   * Adoption of conservatively structured budgets

WHAT COULD MOVE THE RATING DOWN:

   * Lack of future market access

   * Any inability to execute a financing plan to meet debt
     service payments on the stadium land acquisition bonds

   * Use of PILOT payments for town operations rather than for
     debt service, as was originally intended

   * Continued reliance on short-term borrowing to pay debt
     service

   * Future debt issuances that materially increase the town's
     debt burden

   * Increased cash flow borrowing in relation to the budget

   * Further deterioration of the town's tax base

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


HARRY & DAVID: Files Joint Plan of Reorganization
-------------------------------------------------
Harry and David Holdings, Inc. and its subsidiaries currently
acting as debtors in possession under Chapter 11 of the United
States Bankruptcy Code have filed a Joint Plan of Reorganization
and Disclosure Statement with the United States Bankruptcy Court
for the District of Delaware.  The Plan has the support of the
Official Committee of Unsecured Creditors and the holders of
approximately 81% of the Company's public notes. With this filing,
the Company intends to exit bankruptcy in late Summer 2011.

Kay Hong, Chief Restructuring Officer and interim Chief Executive
Officer, said, "The filing of our Plan of Reorganization and
Disclosure Statement is a vital step toward Harry and David's
successful emergence from the Chapter 11 reorganization process.
Our employees, customers, suppliers and other supporters have been
instrumental in our ability to reach this important milestone, and
we deeply appreciate their support."

The Company expects to emerge from its financial restructuring
with a significantly improved balance sheet and with substantially
less debt.  The proposed Plan will allow the Company to convert
all of its approximately $200 million of outstanding public notes
into equity of the reorganized company.  The Plan also includes an
equity capital raise that will generate $55 million in equity
financing upon the Company's emergence from chapter 11.  A group
of the Company's existing noteholders have agreed to backstop the
equity capital raise.  The Company will utilize proceeds from the
equity capital raise to satisfy obligations arising from its $55
million post-petition term loan.  Additionally, the Company has a
$100 million revolving loan commitment to finance its operations
after the Company exits chapter 11 which will replace its current
$100 million post-petition revolving loan facility.

As part of this process, the Company anticipates holding a hearing
on the adequacy of the Disclosure Statement in June 2011.  After
receiving approval of its Disclosure Statement, the Company
expects to solicit approval of the Plan by the necessary classes
of creditors and hold a confirmation hearing on the Plan.

Harry & David's investment banker is Rothschild Inc., its legal
advisor is Jones Day, and its financial advisor is Alvarez &
Marsal.  The Company's bondholders are being advised by Stroock &
Stroock & Lavan LLP, as legal counsel, and Moelis & Company as
financial advisor.

                        About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  David G. Heiman, Esq.; Brad B. Erens, Esq.; and
Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal
counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HEARUSA INC: Given Approval for $10 Million Financing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HearUSA Inc. was given authority from the bankruptcy
judge for $10 million in financing provided by William Demant
Holdings A/S.  The loan will be secured by a lien junior to
existing bank credits.  Demant, based in Denmark, has an agreement
to buy the business for $80 million.  The final hearing for
financing approval is set for May 31.  HearUSA owes $31.3 million
to Siemens Hearing Instruments Inc., the principal supplier and
primary secured lender.  The Demant contract requires bankruptcy
court approval of auction procedures by June 6 and the completion
of the auction by July 18.  The hearing for approval of the sale
must occur by July 19.

                         About HearUSA

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.

HearUSA operates 134 centers throughout Florida, New York, New
Jersey, Massachusetts, Ohio, Michigan, Missouri, North Carolina,
Pennsylvania, South Carolina and 38 centers in California (through
HEARx West).  HearUSA said it is the nation's only hearing care
network accredited by Utilization Review Accreditation Commission,
an independent, nonprofit health care accrediting organization.

K. Gart, Esq., at Berger Singerman, P.A., in Fort Lauderdale,
Florida, and Debi Evans Galler, Esq., and Paul Steven Singerman,
Esq., at Berger Singerman, P.A., in Miami, Florida, represent the
Debtor.  Bryan Cave LLP serves as special counsel.  Sonenshine
Partners, LLC, is the investment banker.  Development Specialists,
Inc., serves as restructuring advisor.  Trustee Services, Inc.,
serves as claims and notice agent.  AlixPartners, LLC, is the
communications consultant.


HEARUSA INC: Gets Delisting Notices From NYSE Amex LLC
------------------------------------------------------
Healthcare Finance News reports that HearUSA Inc. has received a
written notice from NYSE Amex LLC indicating that the Company no
longer complies with the Exchange's continued listing standards as
a result of the Company's filing of a voluntary petition under
Chapter 11 of the US Bankruptcy Code and that its securities are
therefore subject to being delisted from the Exchange.

According to the report, the Exchange stated its intention to
file a delisting application with the Securities and Exchange
Commission and to truncate the procedures regarding continued
listing evaluation and follow-up as specified in the rules of the
Exchange.  The Exchange notice states that the Staff of the
Exchange intends to initiate immediate delisting proceedings.

In particular, the written notice from the Exchange stated that

   i) as a result of the Chapter 11 filing, the Staff has
      determined that the Company is financially impaired and, as
      such, is not in compliance with Section 1003(a)(iv) of the
      NYSE Amex Company Guide; and

  ii) the Company is not in compliance with Section 134 and
      Section 1101 of the Company Guide because the Company failed
      to timely file its Quarterly Report on Form 10-Q for the
      fiscal quarter ended March 26, 2011.

The Company's first fiscal quarter actually ended on April 2, 2011
and the Company was not delinquent in filing its Form 10-Q at the
time of the notice from the Exchange.

The Company does not intend to appeal the Exchange's determination
to delist the Company's common stock.  After the Company's common
stock is delisted, the Company cannot predict whether any trading
market, including any over-the-counter trading market, for the
Company's common stock will develop or be sustained.

Based in West Palm Beach, Florida, HearUSA Inc. sells hearing
aids in 10 states.  The Company filed for Chapter 11 bankruptcy
protection on May 16, 2011 (Bankr. S.D. Fla. Case No. 11-23341).
Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represents the Debtor.  The Debtor
selected Bryan Cave LLP as special counsel; Sonenshine Partners
LLC, investment banker; Development Specialist Inc., restructuring
advisor; Trustee Services Inc., claims and balloting agent; and
Alixpartners LLC, communications consultant.  The Debtor estimated
both assets and debts of between $50 million and $100 million.


HEATING OIL: No Notice of Bankruptcy No Defense on Stay Violation
-----------------------------------------------------------------
The U.S. Court of Appeals in Manhattan said in an opinion on
May 16 that even if the plaintiff in a state-court lawsuit never
had notice that the defendant filed for bankruptcy, a judgment in
the case was void from the outset.  In Church Mutual Insurance Co.
v. American Home Assurance Co. (In re Heating Oil Partners LP),
10-733, 2nd U.S. Circuit Court of Appeals (Manhattan), the
plaintiff argued there was no violation of the so-called automatic
stay because it never received notice of the bankruptcy.  The
three-judge panel, in an unsigned opinion, said the argument
didn't matter because the suit began or continued in violation of
the stay.  The 2nd Circuit in Manhattan also ruled "without a
doubt" that the defendant's insurance company had standing to
bring the lawsuit that voided the state-court judgment.

                    About Heating Oil Partners

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.,
nka HOP Energy, LLC -- http://www.hopheat.com/-- is one of the
largest residential heating oil distributors in the United States,
serving approximately 150,000 customers in the Northeastern United
States.  The Company's primary business is the distribution of
heating oil and other refined liquid petroleum products to
residential and commercial customers.

The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. D. Conn. Case No. 05-51271) and filed
for recognition of the chapter 11 proceedings under the Companies'
Creditors Arrangement Act (Canada).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler PC, represent the
Debtors in their restructuring efforts.  Jeffrey D. Prol, Esq., at
Lowenstein Sandler PC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they disclosed $127,278,000 in total assets and
$155,033,000 in total debts.

The Bankruptcy Court confirmed Heating Oil Partners, LP, and
Heating Oil Partners, GP, Inc.'s First Amended Joint Plan of
Reorganization on June 15, 2006.  The Ontario Superior Court of
Justice Commercial List issued an order on June 26, 2006,
recognizing and implementing the U.S. Bankruptcy Court order.


HERBST GAMING: Changes Name to Affinity Gaming
----------------------------------------------
Herbst Gaming, LLC disclosed that, as of May 20, 2011, the Company
name will be Affinity Gaming, LLC.

The Company successfully emerged from bankruptcy at the end of
2010 and has changed its name to Affinity Gaming to reflect its
new beginning, new board of directors and new corporate management
team.  The Company will continue to operate each of its casino
properties under their familiar local names and where applicable,
the "Terrible's" moniker.

"In order to reflect our new corporate identity, we have changed
our corporate name to Affinity Gaming.  Given that prior
management and owners, the Herbst family, are no longer associated
with our casino and slot route businesses, we believe it is in the
interest of the employees and management to make a fresh start,"
said David D. Ross, Chief Executive Officer.

"Our new name represents our strategy of offering a value-oriented
product in a convenient, friendly and casual atmosphere.  We
continue to focus on delivering the highest quality service to our
customers at a reasonable price.  Going forward, Affinity Gaming
will be committed to enhancing customer satisfaction and loyalty,
which are critical to our long-term success," concluded Mr. Ross.

             Emergence from Chapter 11 Reorganization

On Dec. 31, 2010, (i) the Company, now Affinity Gaming, LLC,
acquired substantially all of the assets of its Predecessor
(Herbst Gaming, Inc. or HGI) in consideration of $350 million in
aggregate principal amount of senior secured loans and the
issuance to Predecessor of all of the Company's common membership
units, (ii) the senior secured loans and common units were
distributed by Predecessor to the lenders under HGI's prior credit
facility on a pro rata basis in accordance with HGI's bankruptcy
plan, (iii) all of Predecessor's approximately $1.1 billion in
outstanding long-term debt obligations, consisting of borrowings
under HGI's credit facility, $160.0 million of outstanding
principal amount of 8.125% senior subordinated notes and $170.0
million of outstanding principal amount of 7% senior subordinated
notes, were terminated, and (iv) 100% of the existing equity in
Predecessor was cancelled.

On Dec. 31, 2010, the Company adopted fresh start accounting in
accordance with applicable accounting standards. As a result, the
value of Predecessor's assets, including intangible assets, and
liabilities have been adjusted to their fair values with any
excess of the Company's enterprise value over the Company's
tangible and identifiable intangible assets and liabilities
reported as goodwill on the Company's consolidated balance sheet.
Please refer to the annual report on Form 10-K filed March 31,
2011, and quarterly report on Form 10-Q filed May 13, 2011, by
Herbst Gaming, LLC with the Securities and Exchange Commission for
additional financial information.

                     About Affinity Gaming

Affinity Gaming is a diversified gaming company that focuses on
two business lines: casino operations and slot machine route
operations. As of Dec. 31, 2010, the Company's casino operations
consisted of 15 casinos, 12 of which are located in Nevada, two in
Missouri and one in Iowa. The Company's slot route operations
consist of approximately 6,000 slot machines throughout Nevada.


HERCULES OFFSHORE: Appoints Craig Muirhead as VP and Treasurer
--------------------------------------------------------------
Craig M. Muirhead has been appointed to the position of Vice
President and Treasurer of Hercules Offshore, Inc.  Mr. Muirhead
joined the company in January 2007 as a Corporate Finance Analyst
and most recently served as Assistant Treasurer.  Prior to joining
Hercules Offshore, he served in various finance positions at
Cameron International.  He holds a Bachelors of Arts degree in
Mathematical Economic Analysis from Rice University and a Masters
of Business Administration from The University of Texas at Austin.

At the same time, Kimberly A. Riddle was named as Vice President
Human Resources.  Ms. Riddle will replace Lisa W. Rodriguez, who
announced her retirement from the Company in April 2011.  Ms.
Riddle has been with the Company since March 2008, and served in
Human Resources as the Compensation Manager.  Prior to joining
Hercules Offshore, Ms. Riddle served as a Human Capital Consultant
at Deloitte Consulting and has over 20 years of experience in
human resources, specializing in compensation management.  She
holds a Bachelors of Arts degree in Journalism from the University
of Houston.

On May 13, 2011, the Company and its wholly owned subsidiary,
Delta Towing LLC, entered into an asset purchase agreement with
Crosby Marine Transportation, LLC, by which Delta Towing sold to
Crosby Marine, and Crosby Marine acquired from Delta Towing,
substantially all of Delta Towing's assets and certain liabilities
for aggregate consideration of $30 million in cash.  In addition,
the Company retained the working capital of the business, which
was valued at approximately $6.3 million, as of April 30, 2011.
As a result of this sale, the Company expects to record a non-cash
impairment charge of approximately $13 million during the second
quarter of 2011 related to the write-down of the Delta assets
included in the sale to fair value less costs to sell.

On May 16, 2011, the Company, through its wholly-owned subsidiary,
TODCO Mexico, Inc., initiated the permanent importation of Rig 3
and related equipment and spares into Mexico, at a net cost of
approximately $8 million, which will impact second quarter 2011
financial results.  Rig 3 is currently operating under a contract
with PEMEX Exploracion y Produccion.

John T. Rynd, chief executive officer and president, stated, "We
are very fortunate that Craig and Kim have moved into their new
roles at Hercules Offshore.  They have been valuable assets to the
Company and we look forward to the continued contributions and
leadership they will bring to our organization."

"We have continued to seek opportunities to divest of non-core
assets and I am pleased that we have completed the sale of the
Delta Towing assets.  Crosby Marine is a premium operator and we
look forward to working with them in the future.  Furthermore, we
believe the permanent importation of Rig 3 into Mexico will allow
us the opportunity to participate in multi-year contracting
opportunities."

                     About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company's balance sheet at March 31, 2011, showed
$2.01 billion in total assets, $1.17 billion in total liabilities,
and $839.03 million in stockholders' equity.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HIGHLANDS OF LOS GATOS: U.S. Trustee Wants Case Converted to Ch. 7
------------------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, asks the U.S.
Bankruptcy Court for the Northern District of California to
convert the Chapter 11 case of The Highlands of Los Gatos, LLC, to
one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee explains that:

  (1) the Debtor has incurred (or will soon incur) a substantial
      and continuing loss - i.e., its real property - and has no
      hope of successfully reorganizing its affairs; and

  (2) the Debtor failed to file monthly operating reports for the
      several months, making it impossible for the U.S. Trustee,
      the Court and creditors to monitor Debtor's performance
      while in bankruptcy.

The U.S. Trustee is represented by:

         Edwina E. Dowell, Esq.
         Nanette Dumas, Esq.
         John S. Wesolowski, Esq.
         Emily S. Keller, Esq.
         U.S. Department of Justice
         Office of the U.S. Trustee
         280 S. First Street, Suite 268
         San Jose, CA 95113-0002
         Tel: (408) 535-5525
         Fax: (408) 535-5532

                  About The Highlands of Los Gatos

Campbell, California-based The Highlands of Los Gatos, LLC, owns
certain real property located in the Town of Los Gatos, county of
Santa Clara.  The real property consists of approximately 66 acres
of land which were developed for construction of single family
residences.  The Company filed for Chapter 11 bankruptcy
protection on July 16, 2010 (Bankr. N.D. Calif. Case No. 10-
57370).  Charles B. Greene, Esq., at the Law Offices of Charles B.
Greene, represents the Debtor.  The Company estimated its assets
and debts at $10 million to $50 million.


HORIZON BANCORP: Lowers First Quarter Net Loss to $21,400
---------------------------------------------------------
Horizon Bancorporation, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $21,359 for the three months ended
March 31, 2011, compared with a net loss of $1.86 million for the
same period last year.  In 2010 the loss was attributable almost
entirely to a loss of $1,845,000 at the closed Horizon Bank.

The Company's balance sheet at March 31, 2011, showed
$1.25 million in total assets, $1.08 million in total liabilities,
and stockholders' equity of $169,480.

As reported in the TCR on April 25, 2011, Francis & Co., CPA's, in
Atlanta, Georgia, noted that the Company has suffered heavy losses
in calendar years 2010 and 2009, reducing its capital accounts
significantly.  "Moreover, federal and state regulators, in 2009,
imposed a Written Agreement on the Bank mainly due to increasing
levels in non-performing assets and eroding regulatory capital.
The above, combined with the closing of the subsidiary bank
raises substantial doubt about the Company's ability to continue
as a going concern

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

                       http://is.gd/edFrkR

                   About Horizon Bancorporation

Brandenton, Fla.-based Horizon Bancorporation, Inc., acted as a
one-bank holding company with respect to Horizon Bank, Bradenton,
Florida, from Oct. 25, 1999, when the Bank commenced operations,
until Sept. 10, 2010, when the Florida Office of Financial
Regulation (the "OFR") declared the Bank to be insolvent.  The
Bank was closed, with the FDIC being appointed as receiver
therefor, and sold to Bank of the Ozarks.

In the short run, management intends to maintain the Company's
status as a reporting public company, which, if an appropriate
opportunity arises, may engage in a transaction with an operating
company.


HUMBOLDT CREAMERY: Former CEO Hit With 2.5 Years for Fraud
----------------------------------------------------------
U.S. District Judge Charles R. Breyer sentenced the former CEO of
Humboldt Creamery to 2 1/2 years in prison Thursday and ordered
him to pay $7 million for falsifying financial records for a loan
from agricultural cooperative CoBank ACB and helping bankrupt the
dairy cooperative.

Former Humboldt Creamery CEO Richard Ghilarducci pled guilty
before U.S. District Judge Charles R. Breyer to one felony count
of providing false statements to an agricultural bank on May 5,
2010.

Donna Tam at the Times-Standard reports that Judge Breyer ordered
Mr. Ghilarducci to turn himself in to the U.S. Marshals office in
Phoenix, Arizona, despite Mr. Ghilarducci's attorney asking the
judge to consider allowing his client 30 days to turn himself in.

The Times-Standard recounts that Mr. Ghilarducci pleaded guilty in
May 2010 to a single count of making false statements to CoBank,
an agricultural credit bank.  He faced a maximum sentence of 30
years in prison, and the original plea agreement he entered into
with the government recommended a sentence of from four years and
three months to five years and three months in prison.

In court Wednesday, Judge Breyer, according to the Times-Standard,
said a recent probation report recommended a sentence with a low
of about three and a half years to a high of four years and three
months in prison.  Mr. Ghilarducci's attorney Elliot Peters filed
a motion asking the court to take into consideration
Mr. Ghilarducci's cooperation in the case.

                    About Humboldt Creamery

Headquartered in Fortuna, California, Humboldt Creamery, LLC --
http://www.humboldtcreamery.com/-- filed for Chapter 11 on
April 21, 2009 (Bankr. N.D. Calif. Case No. 09-11078).  Ori Katz,
Esq., at Sheppard, Mullin, Richter and Hampton, represents the
Debtor in its restructuring efforts.  The Debtor disclosed total
assets and debts from $50 million to $100 million.


IMH FINANCIAL: Incurs $5.4-Mil. First Quarter Net Loss
------------------------------------------------------
IMH Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
a net loss of $5.40 million on $1.02 million of total revenue for
the three months ended March 31, 2011, compared with a net loss of
$2.85 million on $1.01 million of total revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $227.39
million in total assets, $31.43 million in total liabilities and
$195.96 million in total stockholders' equity.

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

                        http://is.gd/cnHJgI

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

"Given the current state of the real estate and credit markets, we
believe the realization of full recovery of the cost basis in our
assets is unlikely to occur in a reasonable time frame and may not
occur at all, and we may be required to liquidate portions of our
assets for liquidity purposes at a price significantly below the
initial cost basis or potentially below current carrying values.
If we are not able to liquidate a sufficient portion of our assets
or access credit under the credit facility currently under
negotiation, there may be substantial doubt about our ability to
continue as a going concern. Nevertheless, we believe that our
cash and cash equivalents, coupled with liquidity derived from the
credit facility currently under negotiation and the disposition of
certain of the loans and real estate held for sale, will allow us
to fund current operations over the next 12 months," the Company
said in its Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $117.04 million on
$3.75 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $74.47 million on $22.52 million of
total revenue during the prior year.

As reported by the TCR on April 20, 2011, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses and is not
currently generating sufficient cash flows to sustain operations.


INNKEEPERS USA: Preferred Equity Receiving $3.5 Million
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Innkeepers USA Trust received formal approval for the
disclosure statement explaining the reorganization plan.  The
confirmation hearing is set for June 23.  The ad hoc committee
representing preferred shareholders now urges voting in favor of
the plan.  Support for the plan by preferred shareholders
coincides with revelation in the disclosure statement that the ad
hoc committee will be paid $3.5 million as a so-called allowed
administrative claim. In return, preferred shareholders agree to
make no claim for reimbursement for making a substantial
contribution to the case.

According to the report, the disclosure statement outlines the
primary dispute that will remain after the plan is confirmed.  The
two main secured creditors, Midland Loan Services Inc. and Lehman
Ali Inc., have a dispute with Innkeepers over whether they waived
deficiency claims when they agreed to the protocol setting up the
auction.  The two lenders contend they made no waiver and object
to how Innkeepers' owner, Apollo Investment Corp., could walk away
from confirmation with what the disclosure statement said is about
$6.8 million.  The $3.5 million payment to the ad hoc committee
also may reduce the lenders' recovery on their deficiency claims,
even if they convince the judge there was no waiver.

                      Revised Chapter 11 Plan

Innkeepers USA Trust filed a revised reorganization plan May 9
along with an updated disclosure statement incorporating the
outcome of an auction where Cerberus Capital Management LP and
Chatham Lodging Trust emerged as the winning bidders.

A joint venture between the private-equity firm Cerberus Capital
Management, L.P. and real estate investment trust Chatham Lodging
agreed to acquire the Debtors' interests in most hotel properties
for $1.1 billion.  In addition, Chatham Lodging is buying five
properties (Residence Inn Mission Valley, Residence Inn Anaheim
(Garden Grove), Doubletree Washington, DC, Residence Inn Tyson's
Corner, and Homewood Suites San Antonio) for $195 million.

The terms of the revised plan are:

    * Lehman Ali Inc. will be paid in full, although the amount of
      cash it is to be paid remains blank.  Lehman Ali, a non-
      bankrupt subsidiary of Lehman Brothers Holdings Inc., has
      $238 million in floating-rate mortgages on 20 of the
      properties.

    * Midland will recover almost 88% although the revised plan
      does not say exactly what Midland will receive under the
      plan.

    * Holders of $131.3 million in mezzanine loans against the 65
      hotels will recover about 12%.  The disclosure statement has
      a blank where the amount of the cash payment to the
      mezzanine lenders is mentioned.

    * General unsecured creditors, with as much as $7 million in
      claims, will split up $4.65 million cash.  Their recovery
      will range from 67.6% to almost full payment.  About
      $70 million in loans made during the Chapter 11 case will be
      paid off from the purchase price paid by Cerberus and
      Chatham.

    * There will be no recovery for equity holders, including
      Apollo Investment Corp. which acquired the company in July
      2007 in a $1.35 billion transaction. In return for a
      release, Apollo will pay Midland $3 million.

    * The Hilton Suites hotel in Anaheim, California, will be
      turned over to the Lehman parent that controls the mezzanine
      debt.  The special servicer for the mortgage on the Hilton
      in Ontario, California, will take over the property and
      provide cash for what the disclosure statement calls a
      "small percentage recovery" for unsecured creditors.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INNOVATIVE FOOD: Reports $170,100 First Quarter Net Income
----------------------------------------------------------
Innovative Food Holdings, Inc., filed its quarterly report on Form
10-Q, reporting net income of $170,128 on $2.5 million of revenue
for the three months ended March 31, 2011, compared with a net
loss of $1.0 million on $2.3 million of revenue for the same
period last year.

The Company's balance sheet at March 31, 2011, showed $1.2 million
in total assets, $7.0 million in total liabilities, all current,
and a stockholders' deficit of $5.8 million.

As reported in the TCR on March 23, 2011, RBSM LLP, in New York,
expressed substantial doubt about Innovative Food Holdings'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
incurred significant losses from operations since its inception
and has a working capital deficiency.

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

                       http://is.gd/jlEcZR

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.


INT'L AUTOMOTIVE: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned initial ratings to
International Automotive Components Group, S.A., (IAC) --
Corporate Family and Probability of Default Ratings, at B1. In a
related action Moody's assigned a B3 rating to IAC's proposed $300
million senior secured notes. The net proceeds of the new notes
will be used to paydown portions of IAC's debt in North America
and in Europe, and to make a special distribution to the company's
shareholders. The rating outlook is stable.

These ratings were assigned:

   International Automotive Components:

   -- Corporate Family Rating, B1;

   -- Probability of Default Rating, B1;

   -- B3 (LGD5, 85%), for the $300 million senior secured note

RATINGS RATIONALE

The B1 Corporate Family Rating incorporates IAC's weak EBIT
margin, aggressive acquisition strategy, and high customer
concentrations. As global automotive volumes gradually improve,
IAC's working capital levels are expected to reflect this growth,
and some increase in raw material costs, which may pressure free
cash flow generation over the near-term. Since being formed in
2006, IAC has acquired the assets from 14 businesses throughout
North America, Europe, and Asia. This acquisition strategy has
resulted in high customer concentrations with GM, Ford, and
Chrysler/Fiat, representing about 54% of sales for 2010. While
IAC's 2010 EBIT margin of about 3.2% (as adjusted by Moody's) is
low compared to rated piers, it reflects the benefit of several
restructuring actions taken since the formation of the company
including headcount reductions, lowered wages, and operating
efficiency improvements. Yet, the modest 2010 pro forma leverage
for the proposed recapitalization of about 3.6x and modest debt
service requirements are expected to provide operating flexibility
to manage through regional fluctuations in demand.

IAC's geographic footprint is mostly North American at about 58%
percent of sales. This region is expected to continue to
experience recovering automotive demand. European revenues
represent about 36% of 2010 revenues. IAC's product sales are
spread across several areas of the automobile interior, supporting
the company's ability to provide a portfolio of interior
components and systems. In addition, the company's roll up
strategy has led to being positioned on leading platforms in North
America and Europe. According to management, new business awards
have increased through year-end 2010.

The stable outlook considers Moody's expectation that generally
improving global automotive industry conditions combined with
company's modest leverage will support the assigned rating over
the intermediate-term. With ongoing industry pressures from raw
material costs, negotiated price-downs with OEM customers, and
normal cyclicality, IAC is anticipated to continue to implement
operational efficiency programs to create margin improvements.

IAC is expected to have an adequate liquidity profile over the
next twelve months supported by cash balances, and separate North
American and European credit facilities. Following the
consummation of the transaction, IAC is expected to have about $72
million of unrestricted cash on hand, plus $19 million of
restricted cash available to a certain manufacturing facility's
borrowing. Liquidity is supported by a $200 million North American
ABL facility and a Euro125 million European accounts receivable
securitization (both unrated). As part of the transaction, a
portion of the net proceeds from the note offering will be used to
pay down outstandings under the North American ABL and European
securitization facilities, creating moderate availability.
Further, some of the free cash flow generation in 2011 is expected
to support debt reduction under the North American ABL, thus also
increasing availability. The senior secured note is not expected
to have financial maintenance covenants. The North American ABL
facility and European securitization facilities have springing
fixed charge coverage tests and minimum EBITDA tests when
availability under the respective facilities reaches certain
thresholds. A moderate amount of alternate liquidity is expected
to be provided through additional indebtedness baskets under the
senior secured note.

Future events that have the potential to drive IAC's rating higher
include: consistent FCF/Debt approaching 10%, improvement in
operating performance resulting in EBIT margins above 5%; further
diversification of the company's customer base could also lead to
an improvement the in rating outlook.

Future events that have the potential to drive IAC's outlook or
rating lower include regional weaknesses in global automotive
production which is not offset by successful restructuring
actions, deterioration in operating performance resulting in
Debt/EBITDA approaching 4.0x or EBIT/interest expense approaching
2.0x, or deterioration in company's liquidity position.

The principal methodology used in rating IAC was the Global
Automotive Supplier Industry Methodology, published January 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

International Automotive Components Group, S.A. (IAC), a
Luxembourg entity, together with its subsidiaries, offers original
equipment manufacturers around the world a broad portfolio of
interior components and systems through core product categories,
including Instrument Panels, Consoles & Cockpits, Door & Trim
Systems, Flooring & Acoustic Systems and Headliner & Overhead
Systems, as well as Other Interior & Exterior Components. Sales in
2010 approximated $3.7 billion.


INT'L AUTOMOTIVE: S&P Gives 'B+' Corporate; Outlook is Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to International Automotive Components
Group S.A. (IAC), a Luxembourg-based global auto supplier with
regional offices in Southfield, Mich. and Krefeld, Germany. "We
also assigned preliminary issue ratings to IAC's proposed debt
(See Ratings List below). The outlook is stable," S&P related.

"The preliminary 'B+' corporate credit rating on IAC reflects our
view of the company's aggressive financial risk profile, with debt
to EBITDA (including our adjustments) that we expect will be
around 3.5x or less over the next year," said Standard & Poor's
credit analyst Nishit K. Madlani, "and its vulnerable business
risk profile that reflects its limited track record in its current
form." Other factors include our assumption of single-digit EBITDA
margins and participation in the volatile and competitive global
auto supplier industry.


INTERNATIONAL GARDEN: Has Until Aug. 1 to Propose Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended International Garden Products, Inc.,
et al.'s exclusive periods to file and solicit acceptances for the
proposed Chapter 11 Plan until Aug. 1, 2011, and Sept. 29,
respectively.

The Court previously entered an order (a) extending the exclusive
filing period to May 2, 2011, and (b) extending the exclusive
solicitation period to July 1, 2011.

                     About International Garden

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed
For Chapter 11 protection (Bankr. Lead Case No. 10-13207) on
Oct. 4, 2010.  International Garden estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell,
serves as bankruptcy counsel.  Bryan Cave LLP is the legal
counsel.  FTI Consulting is the restructuring advisor.  Garden
City Group is the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr.
D. Del. Case No. 10-13208), California Nursery Supply (Case No.
10-13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old
Skagit, Inc. (Case No. 10-13211).


INT'L LEASE: Moody's Assigns 'B1' Rating to Sr. Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to International
Lease Finance Corporation's (ILFC) benchmark senior unsecured
notes, offered in two series maturing 2016 and 2019 (Notes). The
firm's B1 corporate family rating and positive outlook are
unchanged.

The terms of the Notes are consistent with ILFC's existing
unsecured debt issuance, including certain restrictions on liens,
distributions, and asset transfers. The Notes will rank pari passu
with ILFC's other unsecured debt. ILFC will use a portion of the
proceeds from the sale of the Notes to purchase existing
outstanding notes validly tendered and accepted in the firm's $750
million total cash consideration tender offer. The rating of the
Notes is based on ILFC's fundamental credit characteristics and
the position of the Notes in ILFC's capital structure.

ILFC's rating is based on its leading global franchise
positioning, its manageable and relatively balanced geographic,
aircraft, and customer risk exposures as well as its resilient
operating cash flow. The rating also recognizes the significant
progress ILFC has made in restructuring its liabilities, building
liquidity and reducing leverage since the beginning of 2010.

Contrasting this, Moody's believes that ILFC faces potential
challenges relating to sustaining lease margin improvements and
generating attractive returns on equity. Other credit challenges
include the monoline and cyclical nature of ILFC's business, its
exposure to aircraft residual value risks, and its reliance on
confidence-sensitive wholesale funding.

The rating outlook is positive, reflecting Moody's expectation
that ILFC's continued efforts to realign its debt maturities with
cash flows and deleverage over the intermediate term should
further strengthen its liquidity and capital positions. Moody's
could upgrade the ratings if, in addition to building additional
liquidity and capital strength, ILFC sustains lease margin
improvements as economic and industry conditions recover and
demonstrates that it can achieve and maintain an attractive return
for its owners.

Moody's rates ILFC based on its intrinsic characteristics and does
not incorporate an assumption of support from ILFC's parent
American International Group, Inc. (AIG) into the rating. No
longer a core holding of AIG, ILFC has strengthened its stand-
alone profile and transitioned toward greater operating and
financial independence, reducing the need for and expectation of
AIG support.

In its last ILFC rating action dated May 12, 2011, Moody's
affirmed ILFC's B1 rating and changed its rating outlook to
positive.

The principal methodology used in rating ILFC is Analyzing the
Credit Risks of Finance Companies, published in October 2000.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


INT'L LEASE: Fitch Expects to Rate $1B Unsecured Notes at 'BB'
--------------------------------------------------------------
Fitch Ratings expects to rate International Lease Finance Corp.'s
(ILFC) $1 billion senior unsecured notes 'BB'. The long-term
Issuer Default Rating (IDR), other debt ratings and Evolving
Rating Outlook of ILFC are unaffected by this announcement.

Concurrent with the issuance of senior unsecured notes, ILFC has
commenced a cash tender offer purchase up to $750 million of
certain senior unsecured notes. Thus, a portion of the proceeds
generated from the current issuance will be used to purchase
tendered existing senior unsecured notes. The remaining proceeds
will be used for general corporate purposes, including the
repayment of other existing indebtedness.

The new notes will rank equally in right of payment with existing
senior unsecured debt. Covenants are consistent with previously
issued senior unsecured debt including a limitation restricting
the ability of ILFC to incur liens to secure indebtedness in
excess of 12.5% of ILFC's consolidated net tangible assets.

Fitch notes that ILFC's IDR is indicative of the company's
creditworthiness on a standalone basis. Based on public
commentary, Fitch notes that AIG is not presently pursuing a sale
of ILFC. However, Fitch does not view ILFC as a core part of AIG's
overall franchise. Fitch believes that AIG will likely continue to
take reasonable steps to maximize the value of its investment in
ILFC. However, the current ratings do not anticipate further
financial support from AIG, if it is needed.

Fitch notes that the company continues to make steady progress in
managing and lengthening debt maturities, strengthening liquidity
and reducing leverage.

The company has also replaced all key top level executives who
left the firm over the past year, which included the hiring of a
new Chief Executive Officer and a Chief Investment Officer.

Although ILFC reported a net loss of $394 million in fiscal year
(FY) 2010 due to the recognition of a $1.5 billion write-down in
the value of certain aircraft, including 59 aircraft that were
sold to generate liquidity, Fitch notes that the overall
performance of the aircraft fleet remains solid and generated
cashflow from operations of $3.3 billion in 2010. Given the
diminished need to sell aircraft to generate liquidity, Fitch does
not anticipate recognition of write-downs in portfolio value to
approach the magnitude recognized last year. Although cashflow
from operations will decline due to a reduction in the size of the
fleet, overall performance of the fleet is expected to continue to
remain solid. Fuel price volatility, particularly for marginal
airline operators, and the impact of political unrest in the
Middle East are primary concerns that may impair near-term fleet
performance and utilization. A significant decline in fleet
performance and cashflow or significant further impairment in the
underlying value of the fleet would likely generate negative
rating momentum.

Overall liquidity has been strengthened over the past year. ILFC
generated approximately $14 billion in liquidity via various debt
issuances, aircraft sales or extensions of credit facilities
during 2010 which has reduced the overall need to access capital
markets or sell aircraft to meet near-term debt maturities. Also,
the company recently closed a $2 billion three-year unsecured
revolving bank facility and a $1.5 billion secured banks loan.

The Evolving Outlook reflects the uncertain prospects of a
potential sale of ILFC, and questions regarding its future market
position in the global aircraft leasing sector.

Absent an outright sale to a higher-rated entity, likely factors
that may lead to a rating upgrade include continued execution of
strategic initiatives that strengthen liquidity and reduce
leverage to minimize both the impact of cyclical and sector
downturns and the overall frequency and magnitude of need to
access capital markets. Along with improved liquidity and reduced
leverage, Fitch would expect to see continued improvements in
operating performance metrics. On a standalone basis, Fitch does
not think the current business and funding model would support an
upgrade in the IDR to investment grade. Likely factors that may
lead to lower ratings include deterioration in financial
performance and material decline in operating cashflow, sale to a
lower rated entity and renewed difficulties in accessing external
funding markets.

Fitch expects to assign this rating to ILFC:

   -- $1 billion senior unsecured notes due in 2016 and 2019 'BB'.

Fitch currently rates ILFC and its related subsidiaries:

ILFC

   -- Long-term IDR 'BB';

   -- Senior secured debt 'BBB-';

   -- Senior unsecured debt 'BB';

   -- Preferred stock at 'B'.

Delos Aircraft Inc.

   -- Senior secured debt 'BB'.

ILFC E-Capital Trust I

   -- Preferred stock 'B'.

ILFC E-Capital Trust II

   -- Preferred stock 'B'.

The Rating Outlook for ILFC is Evolving.


INT'L LEASE: S&P Hikes Rating on Unsecured Debt From 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating on Los Angeles-based aircraft lessor International
Lease Finance Corp. (ILFC) and revised the outlook to stable from
negative. "We also raised our rating on the company's senior
unsecured debt to 'BBB-' from 'BB+', since we no longer believe
the proportion of secured debt in the company's capital structure
will increase materially; we also affirmed the other issue
ratings," S&P related.

"The outlook revision reflects the company's improved liquidity
position following recent financings," said Standard & Poor's
credit analyst Christopher DeNicolo. "Our ratings on ILFC reflect
the company's position as one of the two largest global aircraft
lessors, its significant progress in addressing large debt
maturities in 2011 and 2012, our expectation of continued
satisfactory cash generation in an improving aviation market, and
one notch for potential support from its parent company, American
International Group Inc. The rating also factors in ILFC's
remaining substantial debt maturities in 2013, exposure to the
cyclical and competitive global airline industry, and the capital
intensity and operating leverage of the aircraft leasing business.
We categorize ILFC's business risk profile as satisfactory, its
financial risk profile as significant, and its liquidity as
adequate."

"The upgrade of the unsecured debt reflects our view that the
proportion of secured debt to tangible assets, currently around
22%, will likely not increase materially, because the company has
demonstrated restored access to unsecured debt. Also, the
realizable value of its aircraft fleet (currently $38 billion book
value) would likely provide at least 30% recovery for unsecured
lenders in a simulated default scenario--the lowest level
consistent with equalizing senior unsecured debt ratings with a
company's corporate credit rating when we assign recovery ratings.
Although we do not assign recovery ratings to ILFC's debt (because
its corporate credit rating is investment grade), the recovery
analysis is still relevant as an additional input into our
analysis of notching unsecured debt relative to the corporate
credit rating," according to S&P.

The outlook is stable. "We believe that recent financings, in
combination with expected cash from operations, should be
sufficient to meet ILFC's 2012 debt maturities, although 2013
maturities still exceed cash from operations by $1.2 billion.
Although we expect the revenues will decline in 2011 due to the
smaller fleet and lower lease rates, net earnings should improve,
since we don't expect further large impairment charges. However,
we believe earnings will not reach previous levels due mostly to
higher interest expense and lower revenues. We do believe credit
protection measures will likely improve because of lower debt
levels," S&P said.

"We could raise the rating if the company is able to match future
debt maturities and capital expenditures with annual cash from
operations and revolver availability, if debt to capital remains
below 75%, and if funds from operations to debt improves to the
mid-teen percentage area," Mr. DeNicolo added. "Although less
likely, we could lower our ratings on the company if we sense an
increased uncertainty about ILFC's ability to repay upcoming debt
maturities with new borrowings, proceeds from asset sales, and
internal cash generation, or if we feel AIG is less likely to
provide supplementary cash infusions, if needed."


INVENTIV HEALTH: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and other ratings on inVentiv Health Inc. on CreditWatch,
with negative implications, following the announcement of
inVentiv's planned acquisition of mid-size CRO, PharmaNet
Development Group.

InVentiv recently announced it is acquiring Princeton, N.J.-based
contract research organization (CRO) PharmaNet.

"While the financial terms of the PharmaNet acquisition were not
released, the potential for increased leverage and the company's
aggressive pace of acquisitions lead us to believe that ratings
may be pressured," said Standard & Poor's credit analyst Arthur
Wong. Leverage is already considered high, at more than 5x.
InVentiv was acquired by private-equity sponsor Thomas H. Lee
Partners and Liberty Lane Partners for $1.1 billion in August 2010
and was initially levered at roughly 6x. The company's early 2011
acquisitions of i3 Global and Campbell Alliance added $475 million
in new debt. The acquisition of PharmaNet does expand inVentiv's
presence in the large and growing CRO industry, and the combined
i3 and PharmaNet will make the company one of the more sizable
players in an industry that favors size, scale, and international
presence. However, inVentiv will have to integrate the recent
acquisitions and successfully compete in the competitive CRO
industry, where it has not had a meaningful historical presence.
"We will review the company's new leverage profile and its
prospects for de-levering before resolving the CreditWatch," S&P
added.


JAMES RIVER: Closes $475 Million Cash Acquisition of IRP
--------------------------------------------------------
James River Coal Company closed the previously announced
acquisition of International Resource Partners LP and its
affiliated companies for $475 million in an all-cash transaction.

The acquisition was financed using a portion of the proceeds from
James River Coal's recent sales of 7,647,500 shares of its common
stock, $230 million aggregate principal amount of its 3.125%
convertible senior notes due 2018 and $275 million aggregate
principal amount of its 7.875% senior notes due 2019.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company's balance sheet at March 31, 2011, showed
$1.42 billion in total assets, $971.53 million in total
liabilities, and $452.41 million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


KB GRADING: Equipment to be Liquidated at Lender-Owned Auction
--------------------------------------------------------------
The former KB Grading & Excavating equipment assets will be
auctioned Wednesday, July 13 at 10:00 a.m. Mountain Time onsite at
350 Broadford Road in Bellevue, Idaho.  Maas Companies Inc of
Rochester, Minn., an auction company specializing in real estate,
industrial plants, equipment and special assets, will conduct the
sale authorized by Regal Financial Bank of Seattle, Wash.

Approximately 350 lots of assets include: portable jaw crushing
and screening plants, dump trucks, truck tractors, motor scrapers,
hydraulic excavators, compactors, forklifts, utility trailers,
transport trailers, welders, compressors, machine tools, etc.

The auction is a "sit down sale" with video presentation of lots
and includes live and internet bidding.  Potential buyers are
encouraged to inspect equipment during one of the following open
houses, since viewing of assets during auction will be limited:

Tuesday, July 12 from noon to 5:00 p.m. Mountain Time
Wednesday, July 13 from 8:00 to 10:00 a.m. Mountain Time

Details of the sale are available at http://www.maascompanies.com/
or by contacting Maas Companies directly at (507) 285-1444.


LEHMAN BROTHERS: Glenview Entities' $5.6-Mil. Claims Resolved
-------------------------------------------------------------
Lehman Commercial Paper Inc., on the one hand, and GCM Little
Arbor Partners, L.P., GCM Little Arbor Institutional Partners,
L.P., Glenview Capital Partners, LP, GCM Little Arbor Master
Fund, Ltd., Glenview Institutional Partners, L.P., and Glenview
Capital Master Fund, Ltd., on the other hand, received approval
from the Bankruptcy Court of a stipulation regarding settlement of
claims and turnover of certain future payments.

Under the stipulation, Claim Nos. 33651, 33653, 33558, 33652,
33650, and 33609 totaling $5,694,132 filed by the Glenview
Entities will be disallowed and expunged.

The Glenview Entities will retain the bank payments estimated at
$4,544,453 received from Deutsche Bank and Morgan Stanley in full
settlement, satisfaction, release and discharge of the Glenview
Claims.

                     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)


LEHMAN BROTHERS: PIMCO Paid Premium Price on Lehman Stake
---------------------------------------------------------
Pacific Investment Management Company LLC has claims, aggregating
approximately $4.6 billion, against Lehman Brothers Holdings Inc.

The PIMCO claims against LBHI consist of $4,241,764,904 in senior
unsecured claims and $408,875,000 in subordinated unsecured
claims.  A schedule of the PIMCO holdings in LBHI is available
without charge at http://bankrupt.com/misc/LBHI_W&CPIMCO.pdf

The PIMCO Schedule itemizes (i) the amount of claims against and
interests in the Debtors and certain of their material affiliates
that may be voted by PIMCO as of March 31, 2011; (ii) the time of
acquisition of each claim or interest; (iii) the nature of claims
and interests; and (iv) the amounts of claims or interests in
accounts managed, and that may be voted, by PIMCO, the times when
acquired, the amounts paid and any sales or other disposition
thereof.

The disclosure on PIMCO was revealed in a Rule 2019 supplemental
verified statement filed with the Court by Gerard Uzzi, Esq., at
White & Case LLP, in New York, on May 13, 2011.

The PIMCO holdings are related to LBHI debt that PIMCO acquired
in the years before LBHI's collapse.  PIMCO paid a premium for
the LBHI debt, Eric Morath of The Wall Street Journal relates.
The Journal, citing a Dow Jones analysis on the PIMCO accounting,
notes that PIMCO regularly bought and sold Lehman debt since 1999
and paid an average transaction of 98.7 cents on the dollar.

PIMCO is part of the 14-member ad hoc group of Lehman Brothers
creditors represented by White & Case LLP.  PIMCO ranks as the
largest claim holder of the Ad Hoc Group with its $4.6 billion
aggregate holdings, followed by Paulson & Co. Inc. at $4.2
billion.

The Ad Hoc Group members and their corresponding holdings are:

  PIMCO                                        $4,698,345,000
  Paulson & Co.                                $4,222,469,502
  Taconic Capital Advisors L.P.                $2,845,971,880
  Canyon Capital Advisors LLC                  $2,275,982,239
  Fir Tree, Inc.                               $1,924,113,555
  Perry Capital LLC                            $1,130,009,392
  Owl Creek Asset Management, L.P.               $981,280,476
  Gruss Asset Management, L.P.                   $818,558,305
  Calif. Public Employees' Retirement System     $431,280,000
  County of San Mateo                            $155,000,000
  Fiduciary Counselors Inc.                      $123,003,409
  City of Costa Mesa                               $5,000,000
  Vallejo Sanitation & Flood Control District      $4,445,000
  City of Fremont                                  $3,958,494

With their combined holdings in LBHI, the Ad Hoc Group hold
significant amounts of Lehman's senior unsecured debt, The
Journal notes.  However, PIMCO is appearing to cut down on its
Lehman investment and since the start of the year, has reduced
its stake in Lehman debt by $352.7 million, The Journal points
out, citing the Dow Jones analysis.

The Ad Hoc Group filed an alternative bankruptcy plan for Lehman
in December 2010, in an effort to increase their recoveries from
the Lehman case.

                     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)


LEVI STRAUSS: Names A. Rohosy as EVP and Pres. of Global Dockers
----------------------------------------------------------------
Levi Strauss & Co. has named Anne Rohosy as Executive Vice
President and President, Global Dockers(R).

As Dockers(R) President, Rohosy will be responsible for all
product, marketing and business operations for the global khaki
brand, reporting to Levi Strauss & Co. President & CEO John
Anderson.  She moves to this Dockers(R) leadership position after
two years as a senior vice president, overseeing Levi's(R) brand
commercial wholesale operations in the Americas.  Prior to joining
Levi Strauss & Co., she spent 15 years with Nike.

"With more than 20 years of U.S. and international retail
experience, Anne has the leadership and strategic expertise to
drive Dockers(R) forward and continue the brand's momentum in
revitalizing the khaki category," said Anderson.  "Anne is well-
known in the retail industry for her strong business sense and
tremendous relationships with retailers, making her the ideal
choice to lead the Dockers(R) brand during this exciting time."

"The Dockers(R) brand invented the khaki category and continues to
bring innovative, fresh products to consumers today," said Rohosy.
"I'm excited to join this talented team that has laid the
foundation for a 'khaki revolution.'"

Rohosy has deep experience in brand management, sales, consumer-
aligned growth strategies and strategic distribution.  Prior to
her SVP role with Levi's(R), Rohosy led Nike's commercial strategy
development and apparel sales in the U.S. and Europe as Director
of U.S. Commercial Strategic Development, Director of U.S. Apparel
Sales, and Director of American and European Sales.  She also
previously worked with the global brands Swatch and Liz Claiborne.
Dockers(R) products are sold in more than 50 countries around the
world, reaching modern male consumers across a variety of stores,
ranging from Macy's and Kohl's to Barney's and Urban Outfitters.

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company reported net income of $149.44 million on
$4.33 billion of net sales for the year ended Nov. 28, 2010,
compared with net income of $150.71 million on $4.02 billion of
net sales for the year ended Nov. 29, 2009.

The Company's balance sheet at Nov. 28, 2010 showed $3.14 billion
in total assets, $3.34 billion in total liabilities, and a
$208.80 million stockholders' deficit.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'BB-' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings has
downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+'
from 'BB-'.  The downgrade of the IDR reflects Levi's soft
operating trends and margin compression, continued high financial
leverage, and Fitch's expectation that Levi's financial profile
will not show meaningful improvement in the next one to two years.


LIBERTY MEDIA: Moody's Says Ratings Not Affected by Tender Offer
----------------------------------------------------------------
Moody's Investors Service said Liberty Media LLC's B1 Corporate
Family Rating (CFR), B1 senior unsecured note ratings and SGL-1
speculative-grade liquidity rating are not affected by Liberty
Media Corporation's ("LM Corp", Liberty's parent) announcement
that it has offered to acquire 70% of Barnes and Noble, Inc. for
$17 per share.

Liberty's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, 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. Moody's compared these attributes against
other issuers both within and outside Liberty's core industry and
believes Liberty's ratings are comparable to those of other
issuers with similar credit risk.

Liberty, headquartered in Englewood, Colorado, is a holding
company that owns and operates a broad range of electronic
retailing, communications, and entertainment businesses and also
owns equity and debt positions in a wide variety of technology,
media and telecommunications companies. Annual revenue is
approximately $11 billion.


LOWER BUCKS: Resumes Hyperbaric Medicine Services
-------------------------------------------------
Jo Ciavaglia at PhillyBurbs.com notes that Lower Bucks Hospital
resumed hyperbaric medicine services after purchasing two $100,000
hyperbaric oxygen chambers for its newly renovated hyperbaric
medicine center.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a non-profit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital estimated $50 million to $100 million in assets and
$50 million to $100 million in liabilities as of the Chapter 11
filing.


M&T BANK: DBRS Assigns 'BB' Rating to Perpetual Preferred Stock
---------------------------------------------------------------
DBRS Inc. (DBRS) has assigned a rating of BB (high) to M&T Bank
Corporation's (M&T or the Company) $500 million issuance of
perpetual, non-cumulative preferred stock.  The ratings are
positioned four notches below M&T's Issuer & Senior Debt rating of
A (low), which also carries a Negative trend.  This notching is
consistent with DBRS's base notching policy for preferred shares
issued by A (low) rated entities.

M&T expects to use $370 million of the net proceeds from the sale
of the preferred stock to redeem a portion of its outstanding TARP
preferred shares.  Following the repurchase, the Company will have
$381.5 million of TARP preferred shares still outstanding.  In
addition, the acquisition of Wilmington Trust will add an
additional $330 million of TARP preferred stock.  However, DBRS
notes that the Company intends to redeem this amount at the
closing of the merger, which is expected in 2Q11.  All TARP-
related warrants issued to the U.S. Treasury will remain
outstanding.

Headquartered in Buffalo, New York, M&T Bank Corporation is a bank
holding company operating two bank subsidiaries, M&T Bank and M&T
Bank, N.A.  M&T reported $68 billion in consolidated assets as of
March 31, 2011. M&T's tangible common equity and Tier 1 common
ratios were 6.44% and 6.78%, respectively, at the end of 1Q11 and
its Tier 1 ratio was 9.76%.


MAJESTIC CAPITAL: To Hire Michelman & Robinson as Special Counsel
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Majestic Capital Ltd. asked
permission from the U.S. Bankruptcy Court in Poughkeepsie, N.Y. to
hire Michelman & Robinson as special counsel.

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.


MARTIN CADILLAC: Chapter 11 Trustee Taps EisnerAmper as Accountant
------------------------------------------------------------------
The Hon. Rosemary Gambardella of the U.S. Bankruotcy Court for the
Distict of New Jersey authorized Jay L. Lubetkin, the Chapter 11
trustee in the case of Martin Cadillac, LLC, to retain
EisnerAmper, LLP, as his accountant.

EisnerAmper is expected to, among other things:

   -- analyze the Debtor's books and records and compiling
      financial statements;

   -- prepare and file monthly operating reports and tax returns
      of the Debtor as they come due; and

   -- assist in responding to any inquiries by the Court or
      creditors regarding the financial condition of the Debtor.

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

The trustee is represented by:

         RABINOWITZ, LUNETKIN & TULLY, LLC
         Jay L. Lubetkin, Esq.
         293 Eisenhower Parkway, Suite 100
         Livingdton, NJ 07039
         Tel: (973) 597-9100

                    About Martin Cadillac, LLC

Englewood Cliffs, New Jersey-based Martin Cadillac, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 10-
29520) on June 25, 2010.  Gregory S. Kinoian, Esq., and Paul S.
Hollander, Esq., at Okin, Hollander & DeLuca, LLP, represent the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million.


MEMC ELECTRONIC: S&P Assigns 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' corporate
credit rating to MEMC Electronic Materials Inc. "At the same time,
we assigned our 'BB' issue-level rating and a '4' recovery rating
to the company's $550 million senior unsecured notes due 2019. The
'4' recovery rating indicates that unsecured creditors can expect
average (30% to 50%) recovery if a payment default occurs. The
outlook is stable," S&P stated.

The rating on MEMC reflects a fair business profile and
intermediate financial profile. "Our business risk assessment
reflects our view of the company's growing exposure to the solar
energy industry and its mid-tier competitive position in a highly
cyclical industry. Offsetting these weaknesses are the company's
internal sourcing of polysilicon, its diversified businesses, its
position on the solar value chain, and the market position and
project pipeline of its solar power development segment. The
intermediate financial profile reflects the necessity for the
company to deliver on optimistic growth forecasts and minimize
margin compression to maintain stability in its credit metrics,"
S&P continued.

MEMC designs, manufactures, and sells silicon wafers to the
semiconductor device and solar industries. In addition, the
company develops, finances, monitors, and operates solar
photovoltaic power plants. MEMC engages in three reportable
industry segments: semiconductors materials, solar materials, and
solar energy.

"The stable outlook reflects MEMC's market position in different
industry segments, with favorable growth prospects and adequate
liquidity that can curtail cash flow volatility," said Standard &
Poor's credit analyst Theodore Dewitt.

A higher rating is possible if management successfully delivers on
plans to expand in the solar businesses. We could lower the
rating, however, if leverage approaches covenant levels of 2.5x
EBITDA, as specified in the credit documents. This could occur
because of weaker operating performance due to economic conditions
or if the company cannot realize projected growth across its
industry segments.


MERCANTILE BANCORP: Shareholders Vote to Reelect Ted Awerkamp
-------------------------------------------------------------
Mercantile Bancorp, Inc. disclosed the results of its annual
meeting of stockholders held May 23.  Shareholders re-elected
eight directors, ratified the selection of independent auditors,
and participated in an open question and answer session.

At Monday's meeting, shareholders voted to reelect each of the
following as directors for a one-year term: Ted T. Awerkamp, Julie
A. Brink, Michael J. Foster, Lee R. Keith, William G. Keller, Jr.,
Dennis M. Prock, John R. Spake, and James W. Tracy. Additionally,
shareholders approved the reappointment of BKD, LLP as independent
auditors for the fiscal year ending Dec. 31, 2011.

                     About Mercantile Bancorp

Mercantile Bancorp, Inc. (NYSE Amex: MBR)
-- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank
holding company with wholly-owned subsidiaries consisting of one
bank each in Illinois, Kansas, and Florida, where the Company
conducts full-service commercial and consumer banking business,
engages in mortgage banking, trust services and asset management,
and provides other financial services and products.  The Company's
largest subsidiary, Mercantile Bank, also operates branch offices
in Missouri and Indiana.

At Dec. 31, 2010, the Company's balance sheet showed
$929.18 million in total assets, $935.22 million in total
liabilities, and a stockholders' deficit of $6.04 million.

As reported in the TCR on April 26, 2011, BKD, LLP, in Decatur,
Illinois, expressed substantial doubt about Mercantile Bancorp's
ability to continue as a going concern, following the Company's
results for 2010.  The independent auditors noted that the Company
has suffered recurring losses resulting from the effects of the
economic downturn causing its subsidiary banks to be
undercapitalized and resulting in consent orders to be issued by
their primary regulators.

The Company reported a net loss of $50.95 million on
$24.62 million of net interest income (before provision for loan
losses) for 2010, compared with a net loss of $60.38 million on
$21.22 million of net interest income (before provision for loan
losses) for 2009.


MERIT GROUP: Gets $55 Million in Financing From Lender
------------------------------------------------------
Home Channel News notes that Merit Group has obtained a commitment
for a $55 million debtor-in-possession financing from its senior
lender to continue operations during the reorganization process.
But it has announced its intention to explore a possible sale as a
strategic alternative.

Based in Spartanburg, South Carolina, the Merit Group Inc.
formerly Lancaster Distributing Company filed for Chapter 11
bankruptcy protection (Bankr. D. S.C. Lead Case No. 11-03216) on
May 17, 2011.  Judge Helen E. Burris presides over the case.
Michael M. Beal, Esq., McNair Law Firm PA, represents the Debtors.
The Debtors selected Kurtzman Carson Consultants LLC as their
claims agent; Alvarez & Marsal North America LLC, restructuring
consultants; Morgan Joseph Triarisan LLC, investment banker.

The Debtors estimated assets of $1 million and $10 million and
debts between $50 million and $100 million.


MERITAGE HOMES: Fitch Affirms IDR at 'B+'; Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed its ratings for Meritage Homes
Corporation (NYSE: MTH), including the company's Issuer Default
Rating (IDR) at 'B+'. The Rating Outlook is Stable.

The ratings and Outlook for MTH are influenced by the company's
execution of its business model, conservative land policies,
geographic and product line diversity, acquisitive orientation and
healthy liquidity position. While Fitch expects somewhat better
prospects for the housing industry this year, there are still
significant challenges facing the housing market, which are likely
to meaningfully moderate the early stages of this recovery.
Nevertheless, MTH has the financial flexibility to navigate
through the still difficult market conditions and continue to
selectively and prudently invest in land opportunities.

MTH's sales are reasonably dispersed among its 12 metropolitan
markets within six states. The company ranks among the top ten
builders in such markets as Houston, Dallas/Fort Worth, San
Antonio and Austin, TX, Las Vegas, NV, Orlando, FL and Phoenix,
AZ. The company also builds in Sacramento, East Bay and
Riverside/San Bernardino, CA, Denver, CO and Tucson, AZ. Most
recently, MTH entered the Raleigh-Durham, NC market and expects to
begin its sales operations there later this year. Historically,
about 70 - 75% of MTH's home deliveries are to first and second
time trade up buyers, 10 - 15% to entry level buyers, 5% are to
luxury home buyers and 5 - 10% to active adult (retiree) buyers.
Currently, 60 - 65% of MTH's sales are to entry level and first
time move-up buyers.

MTH employs conservative land and construction strategies. The
company typically options or purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate. Under normal
circumstances MTH extensively uses lot options, and that is
expected to be the future strategy in markets where it is able to
do so. The use of non-specific performance rolling options gives
the company the ability to renegotiate price/terms or void the
option which limits down side risk in market downturns and
provides the opportunity to hold land with minimal investment.
However, as of March 31, 2011, only 16% of MTH's lots were
controlled through options -- a much lower than typical percentage
due to considerable option abandonments and write-offs in recent
years. Additionally, there are currently fewer opportunities to
option lots and, in certain cases, the returns for purchasing lots
outright are far better than optioning lots from third parties.
Total lots controlled, including those optioned, were
approximately 15,437 at March 31, 2011. This represents a 4.3 year
supply of total lots controlled and 3.6 year supply of owned land
based on trailing 12 months deliveries.

MTH successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down inventory. The company had
unrestricted cash of $103.5 million and investments and securities
of $273.9 million at March 31, 2011. MTH has no major debt
maturities until 2015, when $284.4 million of senior notes become
due.

Fitch expects MTH to be cash flow negative in 2011 as the company
continues to rebuild its land position. The company expects to
moderately increase its land spending in 2011 from the $236
million spent in 2010. Fitch is comfortable with this strategy
given the company's liquidity position and debt maturity schedule.
Fitch expects MTH over the next few years to maintain liquidity of
at least $200 - 250 million, a level which Fitch believes is
appropriate given the challenges still facing the industry.

Recent macroeconomic housing statistics (new and existing home
sales, single-family housing starts) are weak and disappointing,
especially during the month of February, although March statistics
have shown some improvement. However, there is a seasonal pick-up
in the spring orders compared to the winter. The public builders
have reported clear improvement in traffic. In certain markets,
selling incentives appear to be rising, to the disadvantage of
near-term margins, although new home prices are relatively stable.
Builder comparisons are challenging during the first half of 2011
and then ease in the third and fourth quarters. If the economy
continues its advance and a moderate number of jobs are added,
macroeconomic housing metrics should, for the most part, rise at a
single-digit pace this year.

Fitch currently projects new single-family housing starts will
increase 8.5% in 2011 following 5.8% growth in 2010. After falling
14.4% in 2010, new home sales are forecast to grow about 1.9% in
2011. Fitch expects existing home sales to stay flat in 2011 after
a 4.8% decline in 2010.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position. Negative rating actions
could occur if the anticipated recovery in housing does not
materialize and the company prematurely steps up its land and
development spending, leading to consistent and significant
negative quarterly cash flow from operations and diminished
liquidity position. Positive rating actions may be considered if
the recovery in housing is significantly better than Fitch's
current outlook, MTH shows sustained improvement in credit
metrics, and the company continues to maintain a healthy liquidity
position.

Fitch has affirmed these ratings for MTH with a Stable Outlook:

   -- IDR at 'B+';

   -- Senior unsecured debt at 'BB-/RR3';

   -- Senior subordinated debt at 'B-/RR6'.

The Recovery Rating (RR) of 'RR3' on the company's senior
unsecured debt indicates good recovery prospects for holders of
these debt issues. MTH's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders. The 'RR6' on MTH's senior
subordinated debt indicates poor recovery prospects in a default
scenario. Fitch applied a liquidation value analysis for these
RRs.


MGM RESORTS: Amends WPIP on HKSE Common Stock Listing
-----------------------------------------------------
MGM Resorts International made available on its corporate Web site
http://www.mgmresorts.com/an amendment to MGM China Holdings
Limited's Web Proof Information Pack previously filed on May 9,
2011, and prepared in connection with the proposed listing of the
shares of MGM China on The Stock Exchange of Hong Kong Limited for
publication on the HKSE's Web site.  It is expected that the
amended WPIP will be available for viewing and downloading from
the HKSE's Web site on or about the morning of May 17, 2011, Hong
Kong time (evening of May 16, 2011 U.S. time), at which time the
amended WPIP will be posted to and available on the Company's Web
site.  In addition, the Company anticipates that it will make
available on its corporate Web site the price range for the shares
to be offered in connection with the Listing which will be posted
to and available on the Company's Web site on or about the morning
of May 17, 2011, Hong Kong time (evening of May 16, 2011 U.S.
time).  Because of the time differences between Hong Kong and the
United States, the Company plans to continue to use its corporate
Web site as a means of posting important information about MGM
China in the future.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at March 31, 2011, showed $18.76
billion in total assets, $15.84 billion in total liabilities and
$2.92 billion in total stockholders' equity.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


MICHAELS STORES: Tampering Probe Won't Affect Moody's Ratings
-------------------------------------------------------------
Moody's Investors Service commented that Michaels Stores, Inc.'s
investigation in a PIN pad tampering incident has no immediate
impact on the company's B3 Corporate Family Rating or its positive
rating outlook.

The principal methodologies used in this rating were Global Retail
Industry published in December 2006, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009

Michaels Stores, Inc. is the largest dedicated arts and crafts
specialty retailer in North America. The company operated 1,045
Michaels stores in 49 states and Canada and 137 Aaron Brothers
stores as of its most recent fiscal year end.


MONEYGRAM INT'L: Amends From S-3 for $500-Mil. Offering
-------------------------------------------------------
MoneyGram International, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No. 1 to Form S-3 registration
statement, under which the Company may sell common stock,
preferred stock, depository shares, debt securities, guarantees of
debt securities, warrants, rights and units in one or more
offerings up to a total dollar amount of $500,000,000.  The debt
securities described in the prospectus may be fully and
unconditionally guaranteed by one or more of the Company's
subsidiaries.

The Company may offer and sell these securities directly or to or
through underwriters, agents or dealers at prevailing market
prices or at prices different from prevailing market prices.

The Company's common stock is traded on the New York Stock
Exchange under the symbol "MGI."  The last reported sales price of
the Company's common stock on May 12, 2011, was $3.52.  The
Company has not yet determined whether any of the other securities
it is registering hereby will be listed on any exchange,
interdealer quotation system or over-the-counter system.  If the
Company decides to seek a listing for any of its other securities,
the Company will disclose that in a prospectus supplement.

A full-text copy of the amended prospectus is available for free
at http://is.gd/0pchVc

                    About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MP-TECH AMERICA: Taps CBRE and AccuVal Associates as Appraisers
---------------------------------------------------------------
MP-Tech America, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Alabama for permission to employ CB Richard
Ellis, Inc. and AccuVal Associates, Inc., as real estate,
equipment and machinery appraisers.

CBRE to facilitate the sale of the Debtor's operating assets and
will complete the appraisal within three weeks from the date of
the engagement.  The appraisal will be designed to determine the
fair market value of the real estate and plant as a going concern.

CBRE will be paid a fee of $5,500 plus expenses upon execution and
approval of the agreement to commence work.

AccuVal will appraise the machinery and equipment of the Debtor at
Cusseta, Alabama to determine the fair market value of those
assets, utilizing a standard of fair market value in continued use
with assumed earnings, assuming that the Debtor's machinery and
equipment will be evaluated as operating assets as part of an
operating facility.  AccuVal will complete the appraised within
three weeks from the date of the engagement.

AccuVal will be paid a fee of $10,500 plus expenses with a deposit
of $5,250 upon execution and approval of the agreement.

To the best of the Debtor's knowledge, CBRE and AccuVal are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor has tapped Fritz Hughes & Hill LLC in Montgomery,
Alabama, as co-counsel.


MP-TECH AMERICA: Taps Burton & Armstrong as Bankruptcy Counsel
--------------------------------------------------------------
The Hon. Dwight H. Williams, Jr., of the U.S. Bankruptcy Court for
the Middle District of Alabama authorized MP-Tech America, LLC, to
employ Burton & Armstrong LLP as bankruptcy counsel.

As reported in the Troubled Company Reporter on April 21, 2011,
B&A is preparing the Debtor's schedules, statements of affairs and
other pleadings; counseling the Debtor with respect to its power
as debtor-in-possession; representing the Debtor in administrative
matters and adversary proceedings, and performing all legal
services for the Debtor.

B&A will be paid at its normal hourly rates, which is $395 for
services of Joseph J. Burton, Jr., Esq., $350 for Rosemary S.
Armstrong, Esq., and $100 for paralegals.

B&A received a $50,000 retainer and $1,039 filing fee from MP-
Tech.  B&A paid local counsel, Fritz & Hughes LLC, a $3,000
retainer from the fees.  The Debtor also discloses that B&A has
been paid $8,250 for prepetition services from the retainer.

Mr. Burton, a partner at B&A, assured the Court that his firm
represents no adverse interest to the Debtor or the bankruptcy
estate in the matters upon which the firm is to be engaged.

                       About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor has tapped Fritz Hughes & Hill LLC in Montgomery,
Alabama, as co-counsel.


MPG OFFICE: Caspian Capital Owns 8.6% of Preferred Shares
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Caspian Capital LP and its affiliates
disclosed that they beneficially own 863,047 shares of MPG Office
Trust, Inc.'s 7.625% Series A Cumulative Redeemable Preferred
Stock, Par Value $.01 per share, representing 8.6% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/KtXvDp

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at March 31, 2011, showed
$2.72 billion in total assets, $3.80 billion in total liabilities,
and a $1.08 billion in total deficit.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MOHEGAN TRIBAL: Reports $24.7-Mil. Net Income in March 31 Qtr.
--------------------------------------------------------------
Mohegan Tribal Gaming Authority filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $24.74 million on $347.94 million of net revenues
for the three months ended March 31, 2011, compared with net
income of $19.48 million on $352.29 million of net revenues for
the same period a year ago.  The Company also reported net income
of $37.22 million on $683.55 million of net revenues for the six
months ended March 31, 2011, compared with net income of $23.37
million on $694.10 million of net revenues for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed
$2.17 billion in total assets, $2.01 billion in total liabilities,
and $161.66 million in total capital.

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

                        http://is.gd/eZPyvz

                        About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

                          *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


NO FEAR RETAIL: Wants Until Aug. 23 to Propose Reorganization Plan
------------------------------------------------------------------
No Fear Retail Stores, Inc., et al., ask the U.S. Bankruptcy Court
for the Southern District of California, to extend their exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until Aug. 23, 2011, and Oct. 22, respectively.

The Debtors also request that the Court convene a hearing on the
requested exclusivity extension before June 24.  The Debtors'
exclusive periods is set to expire on June 24.

                          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.


NO FEAR RETAIL: Taps Venturi & Company as Financial Advisors
------------------------------------------------------------
No Fear Retail Stores, Inc., et al., ask the U.S. Bankruptcy Court
for the Southern District of California for permission to employ
Venturi & Company LLC, as financial advisors.

The Debtors relate that they attempt to secure a third party
financing, while pursuing a reorganization that likely would
result in a smaller store base, a reduction in corporate overhead,
and a focus on licensing of the Debtors' established brands in
order to create a smaller, profitable entity going forward.

Venturi & Company will assist with respect to obtaining debtor-in-
possession financing, developing and presenting a plan of
reorganization, well as assist with other financial issues facing
the Debtors.

Venturi & Company's compensation will consist of: (i) a fee of
$30,000 plus reimbursement of out-of-pocket-expenses; and a 5%
transaction fee of the total value of the transaction.

Venturi & Company received $30,000 in funds prior to the Petition
Date.

To the best of the Debtors' knowledge, Venturi & Company is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     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.


NO FEAR RETAIL: Wants Until Sept. 22 to Accept and Reject Leases
----------------------------------------------------------------
No Fear Retail Stores, Inc., et al., ask the U.S. Bankruptcy Court
for the Southern District of California to extend from June 24,
2011, to Sept. 22, 2011, the deadline to assume or reject
unexpired non-residential real property leases.

                          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 Debtors tapped Venturi & Company
LLC, as their financial advisors.  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.


NORTH AMERICAN PETROLEUM: Amends Schedules of Assets and Debts
--------------------------------------------------------------
North American Petroleum Corp. filed with the U.S. Bankruptcy
Court for the District of Delaware amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $140,678,983
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $111,584,367
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $13,903,854
                                 -----------      -----------
        TOTAL                   $140,678,983     $125,488,121

Petroflow Energy Ltd. filed its amended schedules, disclosing
$17,083 in assets and $108,741,965 in liabilities.

Full-text copies of the amended schedules are available for free
at http://bankrupt.com/misc/NAPETROLEUM_petroflowsal.pdf
   http://bankrupt.com/misc/NAPETROLEUM_sal.pdf

                    About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Kinetic
Advisors LLC is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice, claims and balloting
agent.


NORTH AMERICAN PETROLEUM: Kinetic Advisors to Aid in Restructuring
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized North American Petroleum
Corporation USA, et al., to employ Kinetic Advisors, LLC as
restructuring advisor.

Kinetic is expected to, among other things:

   -- work with the senior management and other employees of the
      Debtors and their advisors to provide financial consulting
      services and restructuring advice, including the evaluation
      of various restructuring and financing alternatives;

   -- assist the Debtors with the preparation of their statements
      of financial affairs, schedules, monthly operating reports
      and other regular reports required in the Chapter 11 cases
      and in contract rejection analysis;

   -- assist the Debtors in various motions and pleadings to be
      filed in the Chapter 11 cases, and render testimony, as
      required from time to time, regarding any of the matters to
      which Kinetic is providing services; and

   -- provide certain additional services in connection with the
      marketing of the Debtors' assets and solidification of exit
      and other financing.

The hourly rates of Kinetic's personnel are:

         Senior Managing Directors            $500 - $700
         Managing Directors and Directors     $300 - $500
         Managers, Associates, and
           Paraprofessionals                  $150 - $300

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

                    About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' notice, claims and
balloting agent.


NORTH AMERICAN PETROLEUM: Pays Off Lender With Sale
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that North American Petroleum Corp. USA received
bankruptcy court approval for a settlement agreement on May 17
that pays the secured lender in full and opens the door to filing
a Chapter 11 plan.  The settlement, according to the company's
court filing, will give "substantial recovery" to unsecured
creditors while allowing the "reinstatement" of the existing
stock.  The settlement ends disputes over how much was owed to an
affiliate of Equal Energy Ltd. under a farm-out agreement.

Mr. Rochelle relates that in the triangular settlement, Equal will
buy North American's Oklahoma properties for a gross cash price of
$93.5 million.  North American in turn will pay $98 million for
full payment of the bank debt to secured lender Texas Capital Bank
NA.  Equal will waive claims against North American.  The lender
will receive 70% of certain future state tax refunds.  North
American said the settlement "brings closure to nearly all
outstanding issues in these cases."

The settlement, according to the report, was the result of rulings
by the bankruptcy judge following a trial involving North
American, the lender and Equal.  Although the second phase of the
trial was yet to be held, North American said that the ruling
appeared to mean it would recover $26 million from Equal.

                 About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Bankr. D. Del. Case No.
10-11708).  Prize Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the North American Petroleum docket.

Petroflow Energy Ltd., the parent company of North American
Petroleum Corporation USA and Prize Petroleum, LLC, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 10-12608) on Aug. 20,
2010.  On Sept. 10, 2010, the Bankruptcy Court granted permission
for Petroflow's Chapter 11 case to be jointly administered with
those of its two Chapter 11 debtor-affiliates.

On Sept. 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed $100 million to $500 million in
assets and debts.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Delaware, and Morton
R. Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pennsylvania, serve as the Debtors' co-counsel.
Kinetic Advisors LLC is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' notice, claims and
balloting agent.


NORTHGATE CROSSING: Sec. 341 Creditors' Meeting on June 10
----------------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors in the bankruptcy case of
NorthGate Crossing LLC, c/o Oresund Capital LLC, on June 10, 2011,
at 2:30 p.m. at RM 200C, 3685 Main Street, 2nd Floor, Riverside,
California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

NorthGate Crossing LLC owns and plans to develop a roughly 88-acre
mixed use tract of real property located in the city of Indio,
Riverside County, California.  The planned project includes
commercial retail spaces, single family residences and a hotel.

NorthGate Crossing LLC, c/o Oresund Capital LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24944) on May 5,
2011.  Judge Scott C. Clarkson presides over the case.  The Debtor
is represented by Richard H. Golubow, Esq., at Winthrop Couchot,
as bankruptcy counsel.  In its Scheduled, the Debtor disclosed
assets of $27,502,421 and debts of $29,015,903.


NOVADEL PHARMA: Posts $2.6 Million First Quarter Net Loss
---------------------------------------------------------
Novadel Pharma Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.6 million on $65,000 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$1.3 million on $129,000 of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $2.7 million
in total assets, $9.4 million in total liabilities, and a
stockholders' deficit of $6.7 million.

As reported in the TCR on April 1, 2011, J.H. Cohn LLP, in
Roseland, New Jersey, expressed substantial doubt about Novadel
Pharma'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 negative
cash flows from operating activities.

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

                       http://is.gd/bpfcIe

                       About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company that develops oral spray formulations of marketed
pharmaceutical products.  The Company's patented oral spray drug
delivery technology seeks to improve the efficacy, safety, patient
compliance, and patient convenience for a broad range of
prescription pharmaceuticals.


OIL STATES: Moody's Rates New 600-Mil. Senior Notes at 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Oil States
International, Inc.'s (OIS) new $600 million senior notes due
2019. Moody's also assigned a first time Corporate Family Rating
(CFR) of Ba2 and a SGL-3 Speculative Grade Liquidity (SGL) rating.
The rating outlook is stable.

Net proceeds from the new notes will be used to repay $484 million
of borrowings outstanding under the company's revolving credit
facility as of March 31, 2011, resulting in an increase in total
debt of $116 million. Pro forma Debt / EBITDA will be 2.4x. The
transaction increases financial flexibility to help fund planned
2011 capital expenditures, which are heavily weighted toward OIS'
Accommodations business segment.

RATINGS RATIONALE

"The Ba2 CFR reflects the mix between the company's inherently
volatile North American services segments and its more stable
Accommodations and Offshore Products segments, strong geographic
and segment diversification, good market positions within its
various business lines, and scale which is consistent with
similarly rated peers," commented Jonathan Kalmanoff, Moody's
Analyst. "The rating also considers the recent increase in
leverage, from previously very low levels to levels currently in
line with peers, as OIS aggressively outspends cash flow to expand
its Accommodations business and funds negative free cash flow with
debt."

March 31, 2011 pro forma liquidity consists of $201 million of
cash, $483.5 million of availability under the U.S. revolving
credit facility, and $250 million of availability under the
Canadian revolving credit facility. OIS also has a $75 million
Australian credit facility, which is undrawn. We anticipate that
the company has more than enough liquidity to fund negative free
cash flow and any debt maturities over the next twelve months.
Covenants under the credit facility include EBITDA / Interest of
at least 3.0x, Debt / EBITDA of no more than 3.5x for 2011 then
stepping down to 3.25x in 2012 and 3.0x in 2013. As of March 31,
2011 pro forma, OIS was well within these limits with Total Debt /
EBITDA of 2.2x and EBITDA / Interest of 8.5x as calculated for the
purposes of covenant compliance. Near term debt maturities consist
of $17 million in 2011 and $32 million in 2012. The company's $175
million of convertible notes are also callable in July of 2012.
The majority of the company's assets are pledged as collateral
under the credit facility, which limits the extent to which asset
sales could provide a source of additional liquidity if needed.

The Ba3 senior unsecured note rating reflects OIS' overall
probability of default, to which Moody's assigns a PDR of Ba2, and
a loss given default of LGD4-69%. The size of the senior secured
revolver's potential priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the Ba2 CFR under Moody's Loss Given Default Methodology.

The rating could be lowered if Debt / EBITDA were expected to be
sustained at 3.5x or higher as a result of debt funding of capital
expenditures, or if there were a deterioration in the fundamentals
of any of the company's business lines. The rating could be raised
if Debt / EBITDA were expected to be sustained below 2.0x through
the business cycle. Over the longer term, reduced business risk
due to growth in the less volatile Accommodations and Offshore
Products segments, as well as increases in scale and
diversification, could lead to positive ratings action.

The principal methodology used in rating Oil States was the Global
Oilfield Services Industry Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009

Oil States International, Inc., headquartered in Houston, TX.,
manufactures, owns, and runs housing accommodations for the oil
and gas and mining industries, provides oilfield services for
North American onshore exploration and production companies, and
manufactures and services products used in offshore oil and gas
exploration and production.


OIL STATES: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Houston, Texas-based Oil States International
Inc. (OIS). "At the same time, we assigned 'BB' issue ratings and
'4' recovery ratings to the company's planned $600 million senior
unsecured note issuance due 2019 and its existing $175 million
convertible senior notes due 2025. The '4' recovery rating
indicates our expectation of average (30% to 50%) recovery in the
event of a payment default," S&P noted.

The company plans to use the proceeds to repay existing borrowings
under its revolving credit facilities and for general corporate
purposes. Approximately $1.1 billion of pro forma debt will be
outstanding at the close of the planned transaction.

"The ratings on Oil States International reflect the company's
fair business risk profile due its geographic concentration in
Canada and Australia in its accommodations business segment,
exposure to the inherent volatility of onshore and offshore
drilling activity in its offshore products, well site services and
low margin tubular services business segments, and more aggressive
growth strategy with the MAC Services Group acquisition in late
2010 and significant planned increases in capital expenditures for
2011," said Standard & Poor's credit analyst Patrick Jeffrey.
Ratings also reflect OIS' strong liquidity and moderate debt
leverage pro forma for the planned note issue, some product
diversification among its four business segments, and good near-
term growth prospects for its accommodations business segment.

"We believe that OIS' higher margin accommodations business
segment, which represents more than 50% of the company's EBITDA,
provides some stability to its overall operations as its customer
base typically has long-term operating strategies in the key
Canadian oil sands and Australia markets that result in recurring
accommodation needs. OIS also has a degree of operating
flexibility and low operating leverage in this segment, allowing
it to reduce costs and capital expenditures somewhat should demand
decline. OIS has a good market position, growing and diversifying
this business through the acquisition of MAC Services Group Ltd.
in December 2010. The MAC acquisition added more than 5,200 rooms
in Australia to its existing 7,500 plus rooms in the Canadian oil
sands region. We expect OIS will spend a substantial portion of
its planned $625 million in capital expenditures in 2011 to
increase its room inventory in these markets. Although we expect
near-term growth prospects to remain favorable, we believe the
company's operations remain vulnerable to a decrease in oil and
gas capital investment, particularly if oil prices face a
substantial and prolonged decline," elaborated S&P.

"Despite favorable near-term growth prospects for the company's
offshore products, well site services, and tubular services
businesses, primarily due to higher oil prices, we believe these
business segments have more inherent volatility to their
operations than the accommodations segment and are lower margin.
The offshore products segment competes with larger competitors
such as Cameron International Corp. (BBB+/Stable/--) and FMC
Technologies (BBB/Stable/A-2) and was affected in fiscal 2010 by
the Gulf of Mexico drilling moratorium. The well site services and
tubular services businesses are extremely volatile and also
compete with larger competitors such as Schlumberger Ltd.
(A+/Stable/A-1) and Halliburton Co. (A/Negative/A-1). Demand
is primarily correlated with onshore rig counts in the U.S.
Although the U.S. rig count has increased in 2010 as companies
have focused on drilling activities in liquids rich plays such as
the Eagleford Shale and Bakken Shale, they declined significantly
in 2009 due to declines in oil and natural gas prices," S&P
continued.

According to S&P, "The outlook is stable. We believe good near-
term growth prospects for the company's existing business segments
should result in OIS maintaining debt leverage in the 2x to 3x
area in 2011 as it funds its increased capital expenditure
program. We would consider a positive rating action if the company
improves and sustains debt leverage below 2x and demonstrates a
commitment to managing its growth and operations consistent with a
higher rating. We would consider a negative rating action if the
company increases debt leverage above 4x without near-term
prospects for material debt reduction."


OK ETON: Hearing on Case Conversion Plea Continued Until July 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
continued until July 5, 2011, the hearing to consider the request
to dismiss or convert the Chapter 11 case of OK Eton Square, LP to
one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Dec. 13, 2010, the
U.S. Trustee explained that the Debtor has not provided the U.S.
Trustee Guidelines with evidence of the existence of a debtor-in-
possession bank account.  The operating report for October 2010
showed that the Debtor has a bank balance of $154,287, but some
postpetition debt is unpaid.

The U.S. Trustee stated that further delay of the case is
prejudicial to creditors.

OK Eton Square, LP, based in Dallas, Texas, filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 10-33583) on May 24, 2010.
Judge Barbara J. Houser presides over the case.  The Debtor is
represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in
Dallas, Texas.  The Debtor estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.


OMNICOMM SYSTEMS: Posts $3.9-Mil. First Quarter Net Loss
--------------------------------------------------------
OmniComm Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.9 million on $3.3 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $1.5 million on $2.7 million of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed $3.0 million
in total assets, $24.7 million in total liabilities, and a
stockholders' deficit of $21.7 million.

Webb & Company, P.A., in  Boynton Beach, Fla., expressed
substantial doubt about OmniComm Systems' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has a net loss
attributable to common shareholders of $3,335,869, a negative cash
flow from operations of $1,953,919, a working capital deficiency
of $9,400,947 and a stockholders' deficiency of $17,814,029.

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

                       http://is.gd/Abjhfw

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.


ORBITAL SCIENCE: Moody's Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
and probability of default ratings of Orbital Sciences
Corporation. Concurrently, Moody's assigned a Baa3 rating to
Orbital's planned $300 million first-lien revolving credit
facility which will replace their existing $100 million revolver
due 2012. In addition, a first-time speculative grade liquidity
rating of SGL-1 was assigned on the company. The rating outlook is
stable.

The ratings are:

   -- Corporate family, affirmed at Ba1

   -- Probability of default, affirmed at Ba1

   -- $300 million first-lien revolver due 2016, assigned Baa3 LGD
      2, 26%

   -- $100 million first lien revolver due 2012, unchanged at Baa3
      LGD 2, 20%, to be withdrawn at close

   -- Speculative grade liquidity, assigned SGL-1

RATINGS RATIONALE

The Ba1 CFR reflects the company's sizable backlog and
conservative debt level, strong established position within the
small rockets/space systems niche, and a very good liquidity
profile. The company's $5.6 billion backlog provides visibility
and adds confidence of, at least, sustained revenues over 2011-
2012. The rating contemplates EBITDA margin continuing at around
10% with debt to EBITDA of around 2x. These positive
considerations offset the likelihood of near-term negative free
cash flow as working capital growth and elevated capital spending
continue across 2011. This is a continuation of the 2010 pattern
as increased development work and greater fixed price versus cost-
plus based work in the revenue mix drives working capital growth.
Positive free cash flow should return, and thereafter continue, at
some point in 2012. The lack of consistent free cash flow
generation, limited size versus rated sector peers, and potential
that Orbital could pursue a substantial acquisition to widen its
product breadth constrain the rating.

The speculative grade liquidity rating of SGL-1, denoting very
good liquidity, considers the company's high cash balance, lack of
near-term debt maturities and large size of the planned revolver.
As of March 31, 2011 Orbital held $264 million of cash and had no
borrowing under its $100 million revolving credit facility (to be
replaced by the $300 million revolving credit facility).

Upward rating momentum would depend on materially greater revenue
scale, expectation of debt to EBITDA of 2x or less with consistent
free cash flow to debt of 10%+, and a good liquidity profile.
Downward rating pressure would develop with debt to EBITDA over
3x, EBIT to interest below 3x, or if we expect low free cash flow
for an extended period.

The principal methodology used in this rating was Global Aerospace
and Defense published in June 2010.

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small space and missile systems for commercial, civil
government and military customers. For the last twelve months
ended March 21, 2011 revenues were $1.3 billion.


PETROLEUM & FRANCHISE: Wants to Solicit Plan Votes Until July 29
----------------------------------------------------------------
Petroleum & Franchise Capital, LLC and Petroleum & Franchise
Funding, LLC, ask the U.S. Bankruptcy Court for the District Of
Connecticut to extend until July 29, 2011, the time to solicit
acceptances of their Second Amended Plan of Reorganization, dated
Oct. 22, 2010,

The Debtors related they need more time to resolve their
differences with DZ Bank to submit a consensual Plan.  To date,
the efforts have not been successful.  At the same time, DZ Bank
filed a motion for a relief from the automatic stay seeking to
terminate the Debtors' right to manage and operate as a debtor-in-
possession based upon alleged defaults under prepetition loan
documents.

As reported in the Troubled Company Reporter on Oct. 25, 2010,
according to the Disclosure Statement, the Plan provides for (a)
the continued operations of PFF as the surviving successor entity
by way of corporate merger; and (b) payment in full of all holders
of Allowed Claims with interest and (c) retention of Allowed
Interests.

Under the Plan, DZ Bank will receive with respect to the DZ
Secured Claims: (i) the DZ Promissory Note, which will be issued
by the Reorganized Debtor in the principal amount of the Allowed
DZ Secured Claims plus any interest or other fees, subject to
Bankruptcy Court approval, accrued thereon during the Chapter 11
case.

DZ Bank AG Deutsche Zentral-Genossenschafts Bank, Frankfurt am
Main, serves as agent and for the benefit of itself and Autobahn
Funding Company, LLC.

Each Holder of an Allowed General Unsecured Claim in Class 3 will
receive from the Debtors quarterly cash payments of 12.5% of its
Allowed Claim, commencing with the first full calendar quarter
after the Effective Date and continuing until all Allowed General
Unsecured Claim in Class 3 are paid in full, totaling the
Allowed amount of the claim in full satisfaction, settlement,
release and discharge of and in exchange for the claim.

The sources of cash necessary for the Reorganized Debtor to pay
Allowed Claims under the Plan will be: (a) the cash of the
Reorganized Debtor on hand as of the Effective Date; (b) cash
arising from the operation, ownership, maintenance, and sale of
the assets owned, managed, or serviced by or at the direction of
the Debtors, including, without limitation, the DZ collateral;
(c) any cash generated or received by the Reorganized Debtor after
the Effective Date from any other source, including, without
limitation, any recoveries from the prosecution of all causes of
action and revenues from new loans generated by the Reorganized
Debtor as of the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Petroleum&Franchise_DS.pdf

                    About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assist the Company in
its restructuring effort.  The Company estimated assets and
debts at $50 million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition on June 23, 2010 (Case No. 10-
51467).  The Company disclosed $66,132,915 in assets and
$54,782,604 in liabilities as of the Chapter 11 filing.


PJ FINANCE: Torchlight Seeks to Terminate Right to Use Cash
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the secured lender to PJ Finance Co., not content to
wait until the June 1 hearing on its motion to dismiss the Chapter
11 case, filed an emergency motion on May 18 to discontinue the
Debtor's use of cash collateral.  PJ Finance answered the
allegations the same day.

According to the report, Torchlight Loan Services LLC, the
special servicer for $475 million in mortgage-backed securities,
contends PJ Finance violated the order granting the use of cash
representing collateral for its secured claim by failing to
provide weekly reports showing budget compliance and by exceeding
a 10% variation on line items in the budgets.

PJ Finance responded by saying it has taken "remedial measures" to
ensure timely filing of weekly reports. As for excessive spending,
it says that overall expenses are below budget, although some
items exceeded predictions.

Torchlight wants the case converted to liquidation in Chapter 7 if
the judge isn't inclined to dismiss.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.

Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the official committee of unsecured
creditors as lead counsel.  Richard Scott Cobb, Esq., and William
E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del.,
serve as the committee's local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PLY GEM HOLDINGS: Incurs $70.9-Mil. Net Loss for April 2 Quarter
----------------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $70.89 million on $200.10 million of net sales for the
three months ended April 2, 2011, compared with net income of
$54.10 million on $204.20 million of net sales for the three
months ended April 3, 2010.

The Company's balance sheet at April 2, 2011, showed
$971.93 million in total assets, $1.21 billion in total
liabilities, and a $242.97 million total stockholders' deficit.

Gary E. Robinette, President and CEO, said "Ply Gem's first
quarter 2011 sales and Adjusted EBITDA continue to reflect the
challenging conditions that exist in the housing market today.
Despite single family housing starts being down 21% from the prior
year, Ply Gem's sales only showed a modest decline, reflecting a
significant new customer win in the first quarter and further
demonstrating our ability to gain profitable market share."

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

                        http://is.gd/qGF7lW

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


POLI-GOLD LLC: Taps Keller Williams as Real Estate Listing Broker
-----------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District Of Arizona authorized Poli-Gold, L.L.C., to employ Keller
Williams River Cities Specialists as real estate listing broker.

KWRCS is marketing the Debtor's property at 2980 Highway 95, Fort
Mohave, Arizona.

Ronald R. Love, the listing agent employed by KWRCS, told tha
Court that the firm will receive a 6% commission, if KWRCS
procures a successful sale of the property.  KWRCS has an
exclusive listing, which means that it will work with both seller
and buyers.  Additionally, if a broker/agent not employed by KWRCS
produce a buyer which results in an actual sale of the property,
KWRCS will be responsible for payment of any co-brokerage fees to
be paid to the participating broker, which are typically a 3%
commission.  All commissions will be paid from sales proceeds at
the time of close of escrow, and commissions will be paid only
upon the sale, lease, transfer or conveyance of the property.

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

                          About Poli-Gold

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.


PONIARD PHARMA: Files Form 10-Q; Posts $3.2MM Net Loss in Q1 2011
-----------------------------------------------------------------
Poniard Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $3.2 million for the three months
ended March 31, 2011, compared with a net loss of $11.9 million
for the same period last year.  To date, the Company has not
received any revenues from sales of picoplatin.

The Company's balance sheet at March 31, 2011, showed
$12.2 million in total assets, $2.9 million in total liabilities,
and stockholders' equity of $9.3 million.

"The Company is seeking to address its liquidity needs by
exploring strategic alternatives potentially available to it,
including a merger with or acquisition by another company, the
sale or licensing of the Company's assets, a partnership, or
recapitalization of the Company," the Company said in the filing.
"In addition, the Company is continuously evaluating measures to
reduce its costs and preserve additional capital.  If the Company
is unable to secure additional capital to fund working capital and
capital expenditure requirements and/or complete a strategic
transaction in a timely manner, it may be forced to explore
liquidation alternatives, including seeking protection from
creditors through the application of bankruptcy laws."

As reported in the TCR on April 6, 2011, Ernst & Young LLP, in
Palo Alto, Calif., expressed substantial doubt about Poniard
Pharmaceuticals' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred recurring operating losses and negative
cash flows from operations.

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

                       http://is.gd/beex1F

San Fracisco, Calif.-based Poniard Pharmaceuticals, Inc. (Nasdaq:
PARD) -- http://www.poniard.com/-- is a biopharmaceutical company
focused on the development and commercialization of innovative
oncology products.  The Company's lead product candidate is
picoplatin, a chemotherapeutic designed to treat solid tumors that
are resistant to existing platinum-based cancer therapies.


POWER EFFICIENCY: Posts $870,700 First Quarter Net Loss
-------------------------------------------------------
Power Efficiency Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $870,666 on $158,605 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$282,368 on $110,030 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $4.3 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $3.1 million.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Las
Vegas, Nevada, expressed substantial doubt about Power
Efficiency'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 and has generated negative
cash flows from operations.

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

                       http://is.gd/qZNw59

Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) -
- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.


PRM REALTY: Wants Until May 31 to Propose Reorganization Plan
-------------------------------------------------------------
Peter R. Morris and PRM Realty Group, LLC, ask the U.S. Bankruptcy
Court for the Northern District Of Texas to extend their exclusive
periods to file and solicit acceptances for the proposed Plan of
Reorganization until May 31, 2011, and July 29, respectively.

The Debtors relate they need the additional extension of the
exclusivity deadlines to accommodate Mr. Morris' illness and
treatment and to provide additional time for Mr. Morris to obtain
funding for a plan of reorganization in these difficult capital
markets.

Mr. Morris, president and chief executive officer of PRM.

On March 23, Mr. Morris underwent the lung biopsy to understand
the root causes of his pulmonary issues and identify an effective
course of treatment.  Mr. Morris spent six days and nights in the
hospital recuperating and continues to recuperate at home.

PRM is represented by:

         Gerrit M. Pronske, Esq.
         Rakhee V. Patel, Esq.
         Melanie P. Goolsby, Esq.
         PRONSKE & PATEL, P.C.
         2200 Ross Avenue, Suite 5350
         Dallas, TX 75201
         Tel: (214) 658-6500
         Fax: (214) 658-6509
         E-mail: gpronske@pronskepatel.com
                 rpatel@pronskepatel.com
                  mgoolsby@pronskepatel.com

Mr. Morris is represented by:

         J. Mark Chevallier, Esq.
         James G. Rea, Esq.
         MCGUIRE, CRADDOCK & STROTHER, P.C.
         2501 N. Harwood, Suite 1800
         Dallas, TX 75201
         Tel: (214) 954-6807
         Fax: (214) 954-6850
         E-mail: mchevallier@mcslaw.com
                 jrea@mcslaw.com

                     About PRM Realty Group

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-30241) on
Jan. 6, 2010.  The Company's affiliates -- Peter R. Morris; Bon
Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.  Gerrit M.
Pronske, Esq., at Pronske & Patel, P.C., assists PRM Realty in its
bankruptcy effort.  PRM Realty disclosed $34,054,818 in assets and
$225,611,600 in liabilities as of the Petition Date.  No committee
of unsecured creditors has been appointed.


PROFESSIONAL VETERINARY: Plan Exclusivity Extended Until Aug. 15
----------------------------------------------------------------
The Hon. Timothy J. Mahoney of the U.S. Bankruptcy Court for the
District Of Nebraska extended Professional Veterinary Products,
Ltd, et al.'s exclusive period to solicit acceptances for the
proposed Chapter 11 Plan until Aug. 15, 2011.

The Debtors said that creditors Direct Vet Marketing, Inc., and
Agri-Laboratories, Ltd. agreed to a limited stay regarding
approval of the Disclosure Statement.

The Debtors related that they still have to pursue the contested
matter and move toward liquidation and determination of DVM's
claim, before they can obtain approval of the Disclosure
Statement, and obtain confirmation of the proposed Plan or an
amendment thereto.

                             The Plan

As reported in the Troubled Company Reporter on Dec. 29, 2010, the
Debtors and the Official Committee of Unsecured Creditors
submitted a proposed Plan of Liquidation and an explanatory
Disclosure Statement.

According to the Disclosure Statement, the Plan will facilitate
the final liquidation of the Debtors' estates and the distribution
of the proceeds obtained therefrom to holders of allowed claims.

Upon the Effective Date, any and all remaining assets of the
Debtors and their estates, including (a) all Unencumbered assets
and (b) all cash, will be transferred to, and vest in, the
Liquidating Trust, subject to any lien that is not waived,
released or discharged on the Effective Date of the Plan; all
assets will constitute the Trust Estate, subject to those liens.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/PROFESSIONALVETERINARY_DS.pdf

              About Professional Veterinary Products

Professional Veterinary Products Ltd. -- http://www.pvpl.com/--
operates a veterinary supply company owned and managed by
veterinarians.

Professional Veterinary sought Chapter 11 protection from
creditors on August 20, 2010, in Omaha, Nebraska (Bankr. D. Neb.
Case No. 10-82436).  Affiliates ProConn and Exact Logistics also
filed for Chapter 11.

The Company reported $89.79 million in total assets,
$78.23 million in total liabilities, and $11.56 million in
stockholders' equity at April 30, 2010.

The Company hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel and Alliance Management as financial and
restructuring advisors.


PURADYN FILTER: Posts $326,400 First Quarter Net Loss
-----------------------------------------------------
Puradyn Filter Technologies Incorporated filed its quarterly
report on Form 10-Q, reporting a net loss of $326,437 on $883,392
of sales for the three months ended March 31, 2011, compared with
a net loss of $269,067 on $674,261 of sales for the same period
last year.

The Company's balance sheet at March 31, 2011, showed $1.5 million
in total assets, $8.3 million in total liabilities, and a
stockholders' deficit of $6.8 million.

As reported in the TCR on April 13, 2011, Webb and Company, P.A.,
in Boynton Beach, Fla., expressed substantial doubt about
PuraDdn Filter Technologies' ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has suffered
recurring losses from operations, its total liabilities exceed its
total assets, and it has relied on cash inflows from an
institutional investor and current stockholder.

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

                       http://is.gd/tLilK7

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures
and markets the puraDYN(R) Oil Filtration System.


REALTY EXECUTIVES: Owes $400,000 in Debt to Johnson Bank
--------------------------------------------------------
The Business Journal reports that Realty Executives Inc. said it
owes $400,000 to Johnson Bank.  The bank's CEO Russ Weyers has
said the bank's loan portfolio in Arizona was hard-hit and in late
2010 accounted for about two-thirds of the bank's problem loans
overall.

Based in Phoenix, Arizona, Realty Executives Inc. filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-
12497) on April 30, 2011.  Judge Randolph J. Haines presides over
the case.  Andrew Hardenbrook, Esq., Steven D. Jerome, Esq., and
Blake T. Hardwick, Esq., at Snell & Wilmer LLP, and, Paul Sala,
Esq., at Allen, Sala & Bayne PLC, represent the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


RIVER ISLAND: Wants to Sell Residential Property for $3,950,000
---------------------------------------------------------------
River Island Farms, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to sell one of its
residential properties William P. and Michelle Y. Noglows.

The Debtor has entered into a purchase and sale agreement for the
sale of a residence -- 2521 Mercedes Drive, Ft. Lauderdale,
Florida -- for $3,950,000, an all cash transaction without a
financing contingency.

The Debtor believes that, although the sale price is $750,000 less
than the amount invested by Debtor in the cost of the dwelling, in
the current market it is reasonable.

The Debtor relates that the property is subject to a mortgage with
Gibraltar with a principal balance of $2,500,000 together with
accrued interest, fees and other charges estimated to be
approximately $250,000.

The sale is "as is" without warranty, except for title.  The sale
is not subject to a higher and better offer nor is an auction of
the property proposed by the seller.

The Debtor adds that the proceeds of the sale will generate funds
in excess of the amount required to satisfy the indebtedness owed
Gibraltar on the subject property, including arrears for interest
and other charges.  The excess funds are to be retained by the
Debtor and are to be used for limited purposes in the pending
chapter 11 proceedings.

Gibraltar has consented to the sale conditioned on the use of the
proceeds.

                  About River Island Farms, Inc.

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.  The U.S. Trustee has not been appointed an official
committee of unsecured creditors in the Debtor's case.


RQB RESORT: Wants to Get Goldman Sachs' Consent on Courses Deal
---------------------------------------------------------------
RQB Resort LP and RQB Development LP ask the U.S. Bankruptcy Court
for the Middle District of Florida, for the third time, to further
extend their exclusive periods to file a Chapter 11 plan until
Sept. 1, 2011, and solicit acceptances of that plan until Nov. 1.

The Debtors need additional time to negotiate a resolution of
issues with Goldman Sachs before a court-appointed mediator; and
provide time for investors to complete due diligence based on the
resort's $132 million valuation.  The Debtors are still uncertain
as to whether the assets will be owned by the reorganized Debtors
once the investment.

The Debtors explains that Goldman Sachs refused to consent the
Restated Courses Agreement.

The Debtors relate that the Restated Courses Agreement will add
substantial value to the Debtors' estates by , among other things,
(i) providing the Debtors with the right to sell 450 golf
memberships in the Tournament Players' Club, Inc., and (ii)
permitting the Debtors to charge the resort's guest a variable
market rate to play golf at the TPC courses rather than the lower
fixed rate the Debtors were allowed to charges the original
courses agreement.

The restated courses agreement will also allow the Debtors to
generate approximately $700,000 per year in upcharge income. and
the TPC memberships will have a present value of between $9.8 and
$22.5 million.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SAN JOAQUIN: Fitch Affirms 'BB' Rating on $2.08B Revenue Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the underlying 'BB' rating on the San
Joaquin Hills Transportation Corridor Agency (SJHTCA, or the
agency), California's outstanding bonds:

   -- $220 million senior lien toll road revenue bonds, series
      1993;

   -- Insured portion of the toll road refunding revenue bonds,
      series 1997A;

   -- Uninsured portion of the toll road refunding revenue bonds,
      series 1997A.

The Rating Outlook is revised to Stable from Negative.

The revision to Stable reflects the restructuring of debt service
that is expected to provide considerable financial flexibility in
the near term, the indenture amendments that require the agency to
adjust tolls such that they produce the maximum amount of toll
revenues, and the requirement to build internal liquidity of the
toll stabilization fund to $664 million before the funds become
surplus revenues. In addition, traffic and revenue performance on
the 15-mile limited access highway (the facility or corridor) has
started to show signs of a slow recovery.

Rating Rationale:

   -- An established base of traffic of approximately 25 million
      and the corridor's role as a congestion reliever in Orange
      and Riverside Counties.

   -- Management's demonstrated willingness to raise rates in the
      face of challenging economic and political circumstances and
      moderate economic rate-making flexibility due to the weak
      service area and presence of competing facilities.

   -- Sufficient cash reserves of more than $350 million in fiscal
      2010 (ended June 30), including previous mitigation payments
      from the Foothill/Eastern Transportation Corridor Agency
      (F/ETCA), are available for debt service payments.

   -- High leverage of approximately 17.0 times (x) and a debt
      service schedule that will increase significantly in fiscal
      years 2025-2034 by 90%. SJHTCA is dependent on continued
      toll rate increases and traffic and revenue growth
      throughout the life of the debt to maintain coverage levels
      at or above 1.0x.

   -- The revised debt service profile is expected to provide
      considerable flexibility in the next 10 years to manage the
      unpredictable pace of traffic and revenue growth.

   -- Modified covenant package marginally weakens the legal
      structure; however, this is largely mitigated by the
      agency's efforts to establish a stronger base of traffic
      with more moderate pricing and its historical track record
      of acting in the interest of bondholders.

Key Rating Drivers:

   -- The region's economic outlook and its effect on employment
      and traffic performance.

   -- The traffic and revenue impact of toll rate adjustments that
      will be implemented when net toll revenues are projected to
      be less than 1.3x total annual debt service of the bonds
      prior to the restructuring and the facility's continued
      economic rate-making flexibility in the face of a longer-
      dated debt profile.

Security:

The bonds are secured by a net pledge of toll revenue collected at
the mainline and ramp toll plazas and a portion of development
impact fees (DIF) assessed in the corridor. SJHTCA is authorized
to retain $2.5 million of the DIF annually to be used for
planning, environmental, and construction purposes.

Credit Summary:

The agency has increased toll rates more than 10 times since 1996
resulting in toll revenues (excluding fees and fines) of
approximately $87.1 million in fiscal 2010 -- flat over fiscal
2009 and down nearly 5% from the peak of $91.4 million in fiscal
2008. Notably, the fiscal 2009 toll increase resulted in a traffic
decline of nearly 11% as well as the first year-over-year revenue
decline since the facility's opening (5.5%). Had the facility
continued to experience negative revenue after the fiscal 2010
toll increase, Fitch believes the corridor could have been at its
revenue maximization point. Instead, the fiscal 2010 toll increase
resulted in a small 0.78% growth in revenues despite a 5.6%
decline in traffic to 25.3 million, the lowest on the facility
since fiscal 1999 of 24.9 million.

Additionally, traffic and revenues are up 0.95% and 1.95%,
respectively for year-to-date fiscal 2011 (July to March),
possibly indicating the beginning of a recovery. Management did
not implement a toll increase in fiscal 2011 due to economic
conditions but is proposing to the board of directors that toll
rates be increased in fiscal 2012. The current cash toll rate per
mile on the facility of $0.37 per mile is one of the highest for
Fitch-rated toll roads in the U.S.

Key changes to the legal structure and covenant package include:

   -- The maturity dates on $430 million of convertible capital
      appreciation bonds (CCABs, or restructured bonds) have
      shifted to 2037-2042 from 2018-2024, effectively extending
      the final maturity of the bonds by six years.

   -- Accordingly, the cooperative agreement between the
      California Department of Transportation (Caltrans), which is
      responsible for the corridor's upkeep, and SJHTCA was
      modified to allow SJHTCA to collect tolls until Dec. 31,
      2050 (or until the debt is paid off, whichever occurs
      first).

   -- Restructured debt service obligations are lower in each year
      until 2025, providing some near-term financial flexibility.

   -- A portion of the restructured bonds' interest payments is
      junior to all other debt service obligations in 2025-2036.
      The interest is subordinate in the flow of funds but a
      failure to pay interest amounts when due will constitute an
      event of default on all senior and junior lien obligations
      and all liens are subject to the same acceleration remedies.

   -- A lower debt service coverage ratio (DSCR) requirement of
      1.0x from 1.3x.

   -- Inclusion of the agency's various cash funded reserves in
      the rate covenant definition to meet the revised DSCR
      requirement.

   -- Requirement before each fiscal year to set toll rates to
      optimize toll revenues based on the traffic consultant's
      recommendation and subject to certain restrictions.

Debt service coverage for fiscal 2010 -- including the use of
$28.7 million drawn from the toll rate stabilization fund (TRSF) -
was 1.34x, or much lower at 0.94x without the liquidity draw.
Fiscal 2011 coverage is budgeted to be 1.32x and 0.88x,
respectively; management does not anticipate drawing from the TRSF
in fiscal 2012, primarily due to the proposed toll increase and
lower debt service.

In 2010, Fitch noted the near-term financial challenges the SJHTCA
would face given the 16% increase in debt service obligations in
fiscal 2012 and similar increases every three to four years until
2033. The debt restructuring has lowered the obligations by an
average of 30% in each of fiscal years 2012 to 2024. As a result,
in Fitch's base case scenario debt service coverage is expected to
be at least 1.0x and rising over time. Traffic is projected to
grow, but only moderately at a 1.9% compound annual growth rate
(CAGR) through fiscal 2042 while revenue grows at a 5% CAGR, which
is below pre-crisis growth rates of 9.6% between fiscal years
2000-2007. This scenario requires minimal draws on internal
liquidity. Under Fitch's stress case scenario, which assumes lower
traffic and revenue CAGRs of 1% and 3.9%, respectively, larger
draws on liquidity are required to meet debt service obligations
and importantly, neither scenario results in a payment default.


SATELITES MEXICANOS: Can Hire Rubio Villegas as Mexican Counsel
---------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., et al., obtained authorization
from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to employ the law firm of Rubio
Villegas & Asociados, S.C., as special Mexican corporate and
regulatory counsel, effective as of the Petition Date.

As reported by the Troubled Company Reporter on April 14, 2011,
the Debtors sought court authorization to, among other things:

     a. provide advice regarding corporate matters as they relate
        to Mexican law;

     b. advise the Debtors on issues relating to orbital
        concessions held by the Debtors as well as certain network
        concessions held by Enlaces Integra, S. de R.L. de C.V.;

     c. provide analysis, opinions and advice regarding legal and
        regulatory matters including interpreting certain
        agreements between the Debtors and certain Mexican
        government agencies; and

     d. provide advice regarding the preparation, filing, follow
        up and delivery of regulatory approvals and regulatory
        advice in connection with the restructuring process.

The hourly rates applicable to the principal attorneys and
paralegals proposed to represent the Debtors in their Chapter 11
cases are:

           Name of Lawyer                          Rate/Hour
           --------------                          ---------
        Luis Rubio Barnetche                         $385
        Arturo Banuelos Navarro                      $250
        Bertha Alicia Ordaz Aviles                   $240
        Ivonne Moreno Vera                           $240
        Octavio Lecona Morales                       $240
        Lilian Dorado Quijano                        $220
        Carlos Camargo Tovar                         $150

Rubio Villegas' current hourly rates for this matter range:

           Professional                            Rate/Hour
           ------------                            ---------
        Partners                                   $250-$385
        Associates                                 $120-$240
        Law Clerks, Paralegals,                       $85
        Legal Assistants and
        Project Assistants

Rubio Villegas will coordinate efforts with Greenberg Traurig, LLP
-- the Debtor's proposed general bankruptcy counsel -- and clearly
delineate duties to prevent any duplication effort.

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SATELITES MEXICANOS: Has Court's Final Nod to Use Cash Collateral
-----------------------------------------------------------------
Satelites Mexicanos S.A. de C.V. and its debtor-affiliates
obtained final authorization from the Hon. Christopher S. Sontchi
of the U.S. Bankruptcy Court for the District of Delaware to use
cash collateral, pursuant to the budget.

As adequate protection for prepetition secured parties, the
Debtors have agreed to grant:

   a) Accrual of Interest:

       i) The First Priority Notes will be paid
          interest from and after the Petition Date based upon the
          applicable non-default interest rate of 12% per annum;
          and

      ii) the Second Priority Notes shall accrue interest from and
          after the Petition Date at the applicable non-default
          interest rate of 10 1/8%;

   b) Current Payment of Interest on the First Priority Notes:

      During the pendency of the Chapter 11 cases, each interest
      period will be a calendar month, and the Debtors will pay
      interest on a current basis at the applicable non-default
      rate of 12% per annum on the applicable interest payment
      date for each monthly interest period, beginning with the
      last calendar day of April 2011 (or the next succeeding
      business day if the last calendar day of he month falls on a
      Saturday, Sunday or legal holiday).

A full-text copy of the cash collateral budget is available for
free at http://is.gd/VZwlar

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SAVANNA ENERGY: DBRS Assigns 'B' Issuer Rating
----------------------------------------------
DBRS has assigned an Issuer Rating of B (high) with a Stable trend
to Savanna Energy Services Corp. (Savanna or the Company).  DBRS
has also assigned a provisional rating of B (high) with a Stable
trend and a recovery rating of RR4 to Savanna's proposed Senior
Unsecured Notes (the Notes).  The proposed Notes, estimated at
$125 million and supported by certain subsidiary guarantees, are
structurally subordinated to Savanna's existing secured bank
facility (the Bank Facility), which is to be downsized to $135
million (currently $175 million) following the Notes issuance.
Proceeds from the Notes are to be used to pay down the Bank
Facility.

The assigned ratings reflect the Company's strong financial
profile, with adequate liquidity, a modern fleet of drilling rigs,
a flexible operating cost structure and a relatively diverse
customer base.  However, these strengths are offset by the
following main challenges: (1) the cyclical nature of the drilling
industry; (2) excess rig capacity and low drilling activities in
the Western Canada Sedimentary Basin (WCSB), one of Savanna's core
operating areas; and (3) the Company's limited geographic
diversification and ambitious growth strategy (mostly related to
drilling rig conversions supported by 2-3 year term contracts) to
achieve critical mass, which could pressure its balance sheet.
The successful execution of the rig conversion program could have
a positive implication on the ratings.

The assigned ratings are based on DBRS's expectation that the
Company will maintain its conservative financial profile by
funding its growth plans with an appropriate mix of debt and
equity.  DBRS notes that past acquisitions were either small in
scale or funded by a prudent mix of debt and equity and fit well
within the business model.  This includes the recently announced
$35 million acquisition of Performance Services Ltd.
(Performance), which is proposed to be 100% equity financed
(representing 3% of consolidated total assets).

The ratings are supported by the following factors:

(1) Savanna maintains a conservative balance sheet, with a total
debt-to-capital ratio of 14% in 2010 (15%, including operating
leases) and adequate cash flow support at total debt-to-cash flow
of 1.6 times, which compare favorably with its peers.  Savanna
maintained reasonable financial metrics even in 2009, one of the
most challenging years ever faced by the drilling industry in
North America.  The aforesaid was helped by a $127 million equity
issuance in June 2009, with proceeds used for debt reduction,
alleviating potential credit concerns.

(2) Savanna's average fleet age, at six years, is well below the
industry average of more than 15 years.  In weaker markets, DBRS
expects newer, more efficient and more powerful rigs to better
withstand downturns.

(3) The Company benefits from a flexible workforce: approximately
90% of the staff is paid hourly or daily.  As a result, the
Company can effectively manage its operating cost base according
to industry conditions.  However, attracting qualified workers is
an industry challenge.

(4) Over the years, Savanna has favorably reduced its
concentration risk by expanding its customer base.  Credit risk
associated with counterparties is relatively limited, given that
Savanna's key customers generally have strong credit quality and
no one customer accounts for more than 10% of total revenue.

Savanna's credit ratings are limited by the following
considerations:

(1) The Company's earnings and cash flow are subject to
substantial market cyclicality.  Demand for contract drilling
services, the key earnings contributor for Savanna (approximately
80% of earnings), is subject to the substantial underlying
volatility of the oil and gas industry.  In a weak energy price
environment, as evidenced in WCSB in late 2008 and in 2009,
producers limit drilling activities as cash flow and liquidity
weaken, negatively affecting the Company's credit measures.

(2) Steadily rising energy prices in the early to mid-2000s led to
a significant rise in the Canadian industry drilling fleet,
creating excess capacity.  This, combined with a significant
increase in natural gas supply emanating from shale gas
developments, has continued to put severe downward pressure on
utilization and day rates for Savanna's shallow-drilling rigs
(around 40% of the fleet as of Dec. 31, 2010).

(3) Savanna's limited geographic diversification (74/22/2
Canada/United States/Australia by net drilling-rig count as of
Dec. 31, 2010) renders its operations more vulnerable to a sudden
drop in activities in its core regions, primarily WCSB, compared
to its larger peers.  In addition, larger size generally
facilitates more access to capital markets. Savanna's
profitability was negatively affected by the weak industry
conditions in Canada in 2009 to a greater extent than its peers
with greater geographic diversification.  However, the Company is
actively pursuing plans to expand in the United States and, to a
lesser extent, in Australia.  The Company's A$220 million five-
year contract with Australia Pacific LNG (APLNG, a 50/50 joint
venture of ConocoPhillips and Origin Energy Australia) marks a
foray into that market (although drilling activities have been
negatively affected by the recent floods).

(4) The Company intends to shift further to higher-margin deeper
drilling by retrofitting its shallow drilling rigs (hybrid rigs)
and to substantially grow its fleet and rental business, with the
goal to generate more than 50% of total revenue outside Canada
(about 30% in 2010) and be more oil focused.  These ambitious
growth plans, if executed aggressively, could weaken Savanna's
financial profile materially. Substantial goodwill/intangible
asset impairments ($151 million and $310 million in 2007 and 2008,
respectively) associated with the acquisition of Western Lakota
Energy Services Inc. in 2006, while non-cash, depressed the
Company's equity base.  It is noteworthy that this transaction has
transformed Savanna from a shallow gas to a deeper driller, which
better serves the changing drilling market of the last two to
three years.

The ratings assume that the Company will manage its growth, while
maintaining its conservative financial profile.  Savanna has
recently entered into a definitive agreement to purchase
Performance, a private WCSB well-servicing company with 16 service
rigs.  The transaction, scheduled to close in June 2011, is to be
fully funded by equity.  Performance has no debt and will have
approximately $2 million of working capital at closing.  The
acquisition is expected to be modestly accretive to cash flow. The
Company's 2011 capex, projected at $113 million, with potential
upsizing to accelerate the rig conversion and expansion program,
should be largely covered by internally generated cash flow.


SBARRO INC: In Talks With Mystery Buyer on Likely Buyout
--------------------------------------------------------
Kristen McBeth at BankruptcyHome.com reports that Sbarro Inc. said
it is in negotiations to be purchased for an offer larger than
originally listed in the bankruptcy filing.

According to the report, the Company is in talks with an unnamed
organization that Sbarro stresses is not a financial institution.
Negotiation details are currently private, but the end of
bankruptcy may be in sight after the pizza maker ended its equity
commitment with Ares Corporate Opportunities Fund II LLP and
MidOcean Partners.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SCHUTT SPORTS: Has OK to Pay Trade Claims From $400T Escrow
-----------------------------------------------------------
Schutt Sports, Inc., obtained Bankruptcy Court authority earlier
this month to pay trade claims on a pro rata basis from the Trade
Creditor Escrow.

Pursuant to a global resolution of certain litigation and claims,
$400,000 from the proceeds of the sale of the Debtors' assets has
been earmarked to pay trade creditors.

A list of the trade claims for payment is available at no charge
at http://bankrupt.com/misc/SSITradeClaimsList.pdf

On May 5, 2011, the Court granted the Debtors' request for
extension of their exclusive periods to file and solicit
acceptances of the Plan through July 5 and Sept. 1, respectively.

On May 10, 2011, the Debtors obtained confirmation of their
liquidating Chapter 11 plan.  The Debtor and the official
committee of unsecured creditors appointed in the case are
proponents of the Plan.

Creditors overwhelmingly voted to accept the plan.  Unsecured
creditors are to receive no more than 3% on their $15.9 million in
claims.  The principal creditors were previously paid as the
result of a settlement with competitor Riddell Inc.

According to the Disclosure Statement, as amended, the Plan
provides for the following recovery for holders of claims and
interests:

   Class of Creditors            Estimated Percentage Recovery
   ------------------            -----------------------------
Class 2 - Secured Creditors                100%

Class 3 - General Unsecured Claims SH      - 1% to 3%
                                   SSI     - 1% to 3%
                                   Circle  - 1% to 3%
                                   Melas, Mt. View, RDH and
                                   Triangle - Each less than 1%

Class 4 - Critical Trade vendor    Each less than 1%
          Claims

Class 5 - Unsecured Convenience    18%
          Claims

Class 6 - Penalty Claims           Less than 1%

Class 7 - Interest                 Less than 1%

Class 8 - Intercompany Interest    0%

The Debtors re-filed a copy of their Modified First Amended Joint
Chapter 11 Plan of Liquidation on May 20.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/SchuttSports_DS329.pdf

                     About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12795) on Sept. 6, 2010.  The Company was
forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria W. Counihan, Esq., and Sandra G. M. Selzer, Esq., at
Greenberg Traurig, LLP, in Wilmington Del.; and Keith J. Shapiro,
Esq., and Nancy A. Peterman, Esq., at Greenberg Traurig, LLP, in
Chicago, Ill., represent the Debtors as counsel.  Ernst & Young is
the Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker.  Logan & Company is the claims and
notice agent.  The Official Committee of Unsecured Creditors
tapped Lowenstein Sandler PC as its counsel.  Womble Carlyle
Sandridge & Rice, PLLC also represents the Committee.

The Debtor estimated assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.


SCOVILL FASTENERS: Committee Taps Greenberg Traurig as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Scovill Fasteners
Inc. and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Northern District of Georgia for permission to employ
Greenberg Traurig, LLP, as its counsel to give legal advice with
respect to the Committee's duties and powers in the Debtors'
cases.

The firm will be paid based on the hourly rates of its
professionals:

   Partners        $425-$850
   Associates      $250-$450
   Paralegal       $150-$250

The Committee assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SCOVILL FASTENERS: Taps Carl Marks as Financial Advisor
-------------------------------------------------------
Scovill Fasteners Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to employ Carl Marks Advisory Group LLC as their
financial advisor to provide services including merger and
acquisition services.

The Debtors proposes to pay $15,000 per month to the firm for
services rendered.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SCOVILL FASTENERS: Has Until May 31 to File Statements & Schedules
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Scovill Fasteners Inc. and its debtor-affiliates to file
their statements of financial affairs, and schedules of assets and
liabilities until May 31, 2011.

The Debtors said requested extension will not prejudice or
adversely affect the rights of their creditors or other interested
parties.  The extension will aid the Debtors' efforts to ensure
the accuracy and completeness of the Schedules and SOFA which
will, in turn, enable a timely and efficient administration of
these cases.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SCOVILL FASTENERS: Unsecured Creditors Want 4% Carveout From Sale
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for Scovill Fasteners Inc.
opposes final financing approval absent changes.  The hearing on
the loan is set for May 24.  There will be an auction on June 8 to
test whether the $17 million offer from Global Equity Capital LLC
is the best bid for the business.  The committee says the loan
doesn't put cash aside to wind down the case once the sale is
completed.  The committee also objects to how lawsuits not making
up the lenders' collateral will be sold and nothing is given in
return for unsecured creditors.  The committee wants 4% of the
sale price to be carved out for unsecured creditors.  If the price
exceeds $17 million, the committee wants 25% of the excess.  The
committee argues that the $65,000 budget for the committee in the
loan is inadequate.  It wants $250,000 plus $60,000 to investigate
the validity of secured claims.

                      About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.

The bankruptcy judge has given interim approval for $20.8 million
in secured financing from General Electric Capital Corp., as agent
for lenders.


SECUREALERT INC: Posts $2.5 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
SecureAlert, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.5 million on $3.9 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $3.5 million on $3.0 million of revenues for the three
months ended March 31, 2010.

The Company's balance sheet at March 31, 2011 showed $12.8 million
in total assets, $11.1 million in total liabilities, and
stockholders' equity of $1.7 million.

As reported in the Troubled Company Reporter on Jan. 5, 2011,
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about SecureAlert'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 incurred losses, negative cash flows from operating
activities and has an accumulated deficit.

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

                       http://is.gd/Qw1XVU

                      About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.


SEDONA DEVELOPMENT: Disclosure Statement Hearing Tomorrow
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will
continue the hearing on May 25, 2011, at 1:30 p.m., to consider
approval of the amended disclosure statement explaining a Chapter
11 plan of reorganization filed by Sedona Development Partners LLC
and The Club at Seven Canyons LLC.

Don H. Davis, Jr., Lute Riley, and Hans Epprecht objected to the
Debtors' amended disclosure statement because it fails to provide
adequate information.  The Debtors' Plan purports to impact over
$100 million dollars in creditor claims, yet maintain the very
management that steered this ship into the bankruptcy iceberg.
In light of the extremely large amount of debt and number of
claimants, and the relatively small asserted value of the Debtors'
remaining assets, substantial additional disclosures are
warranted.  Moreover, where the Debtors purport to substantively
consolidate their assets and liabilities through the Plan, simple
explanations that "management was not at fault for the bankruptcy
filings" and that "funds were comingled" are woefully insufficient
to provide creditors with adequate information to cast the votes
on the Plan.  Finally, no Disclosure Statement can be approved
until the accounting of the use of the over $200 million that
flowed through the Debtors since the beginning of the Seven Canyon
project and the related party payments, is created and reviewed.

According to the Troubled Company Reporter on April 27, 2011, the
Debtor submitted to the Court a Plan of Reorganization, amended as
of April 6, 2011.  Under the amended Plan, the Reorganized Debtor
will continue to market and sell Villa Intervals on Parcel A
through the designated broker, CMC Realty, Inc., on terms and
conditions (including the payment of commissions) consistent with
reasonable industry standards.

The Reorganized Debtor will also continue exploring and
implementing opportunities to develop Parcels B and C through
existing management.

Under the amended Plan, the Debtor proposes to treat claims and
interests as follows:

   -- Allowed secured claims will be paid in full over a period of
      seven to 10 years.

   -- The Debtors intend to assume the Membership Plan and each
      Membership Agreement and do not intend to alter the Members'
      rights under the Membership Plan or Membership Agreement.

   -- Allowed General Unsecured Claims will share, pro-rata, in a
      distribution of the sum of $2,000,000 in cash paid by the
      Reorganized Debtor from the New Value contribution, on the
      90th day following the Effective Date of the Plan.  The New
      Interest Holders will arrange for the infusion of the
      Unsecured Distribution Amount into an account created by the
      Reorganized Debtor for the receipt of the funds.

   -- Allowed Unsecured Claims of Seven Canyons Lot Holdings will
      share, pro-rata, in a distribution of the sum of $100,000 in
      cash paid by the Reorganized Debtor from the New Value
      contribution, on the 90th day following the Effective Date
      of the Plan.

   -- Allowed Unsecured Claims of Cavan Related Entities Against
      Both SDP and the Club.  In the event that the existing
      Interest Holder becomes the New Interest Holder which owns
      the equity interest in the Reorganized Debtor, the holders
      of the insider Allowed Unsecured Claims in this Class will
      waive any and all Allowed Unsecured Claims against the
      Debtors.  However, if the current Interest Holder is not the
      New Interest Holder of the equity interests in the
      Reorganized Debtor, then the Allowed Unsecured Claims of
      insiders will not be waived and the Allowed Unsecured Claims
      in this Class will share, pro-rata, in a distribution of the
      sum of $100,000 in cash paid by the Reorganized Debtor from
      the New Value contribution, on the 90th day following the
      Effective Date of the Plan.  The New Interest Holders will
      arrange for the infusion of the Insider Unsecured
      Distribution Amount into an account created by the
      Reorganized Debtor for the receipt of the funds.  Upon their
      receipt of their respective pro rata portions of the Insider
      Unsecured Distribution Amount, all Allowed Unsecured Claims
      in this Class shall be deemed paid and discharged in full.

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

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

The Debtors are represented by:

         John J. Hebert, Esq.
         Philip R. Rudd, esq.
         Wesley D. Ray, Esq.
         POLSINELLI SHUGHART PC
         CityScape Plaza
         One E. Washington, Suite 1200
         Phoenix, AZ 85004
         Tel: (602) 650-2000
         Fax: (602) 264-7033
         E-mail: PhoenixBankruptcyECF@polsinelli.com
                 jhebert@polsinelli.com
                 prudd@polsinelli.com
                 wray@polsinelli.com

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  Polsinelli Shughart PC
assists the Debtors in their restructuring efforts.  Lender
Specialty Trust is represented by Joseph E. Cotterman, Esq., and
Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A.  Sedona
disclosed $29,171,168 in assets and $121,679,994 in liabilities.


S.H. LEGGITT: Court Approves Finance Deal with Premium Assignment
-----------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas authorized S. H. Leggitt Company to
enter into Premium Finance Agreement with Premium Assignment
Corporation, a Florida Corporation.

The Debtor related that it will use the money to continue an
effective reorganization that will not require obtaining or
utilizing any additional funds.  The Debtor added that it will use
the fund to maintain its liability insurance coverage.

The terms is the agreement includes:

Total price of premiums:                $131,137
Cash down payment:                    -  $32,840
Principal balance owed on premiums:   =  $98,296
Total amount financed:                   $98,296
Finance charge:                       +   $2,041
Total of payments:                    = $100,338

Annual percentage rate:                   5.47%

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant the PAC, or its successor or
assigns, a first priority lien on and security interest in
unearned premiums.  The Debtor will also pay PAC or its successor
or assigns all sums due under the agreement.

The Debtor also said that if additional premiums become due to
insurance companies under the policies financed under the
agreement, the Debtor and PAC or its successor or assigns are
authorized to modify the Agreement as necessary to pay the
additional premiums without the necessity of further hearing or
order of this Court.

Debtor manufactures brass fittings and products at its plant
located at 1000 Civic Center Loop, San Marcos, Hays County, Texas.

                         About SH Leggitt

San Marcos, Texas-based S.H. Leggitt Company, aka Marshall
Products -- dba The Leggitt Group; Marshall Brass Company;
and Marshall Gas Controls, Inc. -- sought Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-10279)
on Feb. 2, 2010.  In its schedules, the Debtor disclosed
$15,869,020 in total assets and $11,404,353 in total debts.
Joseph D. Martinec, Esq., and Rebecca S. McElroy, Esq., Ed Winn,
Esq., and Lee Vickers, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represent the company.


S.H. LEGGITT: Plan of Reorganization Wins Court Approval
--------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas confirmed S.H. Leggitt Company's Plan of
Reorganization filed on Sept. 20, 2010, and modified as of
Jan. 27, 2011.

As reported in the Troubled Company Reporter on April 29, the plan
proposes to insulate the reorganized company from all future
product liability claims arising out of the use of products
manufactured by the debtor and used in the manufacture of consumer
LP-Gasgrills, cookers and other outdoor LP-Gas cooking appliances.
The Debtor supplied LP-Gas regulators to the majority of the
companies who made such appliances in North America between 1990
and 2005.  The Debtor has also supplied gas regulators to the
majority of companies that manufacture recreational vehicles in
North America.

To obtain copies of the Debtor's plan and disclosure statement,
contact Birdie White at white@mvwmlaw.com by e-mail.

                         About SH Leggitt

San Marcos, Texas-based S.H. Leggitt Company, aka Marshall
Products -- dba The Leggitt Group; Marshall Brass Company;
and Marshall Gas Controls, Inc. -- sought Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-10279)
on Feb. 2, 2010.  In its schedules, the Debtor disclosed
$15,869,020 in total assets and $11,404,353 in total debts.
Joseph D. Martinec, Esq., and Rebecca S. McElroy, Esq., Ed Winn,
Esq., and Lee Vickers, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represent the company.


SHENGDATECH, INC.: Appeals Delisting Determination by NASDAQ
------------------------------------------------------------
ShengdaTech, Inc. confirmed that it is continuing to conduct
business operations while the Company is appealing the delisting
determination issued by the Listing Qualifications Department of
The NASDAQ Stock Market LLC.  The appeal has temporarily stayed
the delisting action pending a hearing on the matter.  The Company
recently submitted a new compliance plan to Nasdaq in preparation
for a hearing scheduled for May 26, 2011 whereby the Company will
present its appeal of the Nasdaq's delisting determination.  There
can be no assurance that the Company's appeal for continued
listing will be granted, or even if it is granted that the Company
will be able to execute upon such request in a timely manner or to
the satisfaction of Nasdaq.  In the event the Nasdaq affirms the
delisting determination, the Company's securities will be subject
to imminent delisting from Nasdaq and will be quoted for trading
in over-the-counter securities markets.

On April 16, 2011, the Company received a letter from Nasdaq
stating that the Company's failure to file its Form 10-Q for the
period ended March 31, 2011 with the Securities Exchange
Commission and Nasdaq serves as an additional basis for delisting
the Company's securities from The Nasdaq Stock Market under Nasdaq
Listing Rule 5810(b).  The Company intends to address this matter
pursuant to Nasdaq Listing Rule 5810(d) at the appeals hearing.

Additionally, as previously reported, the special committee,
consisting of three independent members of the Board of Directors,
is executing upon its mandate to conduct an internal investigation
into serious discrepancies and unexplained issues relating to the
Company and its subsidiaries' financial records identified by
KPMG, the Company's former independent registered public
accounting firm, in the course of their audit of the consolidated
financial statements for the fiscal year ended Dec. 31, 2010. The
Company has started to implement the cash control and validation
plan established by the special committee, which requires the
transfer of control over the Company's cash assets by
consolidating cash into accounts over which the audit committee
would have authority.

The Company is in the process of evaluating potential independent
registered public accounting firms to replace KPMG and intends to
become compliant with its reporting obligations as soon as
practicable.

                     About ShengdaTech

ShengdaTech is engaged in the business of manufacturing,
marketing, and selling nano-precipitated calcium carbonate
products.  The Company converts limestone into NPCC using its
proprietary and patent-protected technology.  NPCC products are
increasingly used in tires, paper, paints, building materials, and
other chemical products.  In addition to its broad customer base
in China, the Company currently exports to Singapore, Thailand,
South Korea, Malaysia, India, Latvia and Italy.


SIGG SWITZERLAND: Class Suits, Declining Sales Cue Bankruptcy
-------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Sigg Switzerland USA Inc., which is behind the bold
and ubiquitous Sigg aluminum water bottles sold in the U.S., has
filed for Chapter 11 bankruptcy protection, weary from fending off
customer concerns over the controversial BPA chemical found in
some earlier models of its popular canteens.

Sigg Switzerland USA has exclusive rights to distribute the Swiss-
made bottles to retailers throughout the U.S.  DBR reports the
Company will continue operating while it sells its U.S.-based
operations to a Canadian affiliate that has similar distribution
rights.

"There will be no disruption to the way we currently do business,"
Sigg Switzerland USA President Rob Dewar told Bankruptcy Beat on
Monday.

The Company has faced class actions, alleging misrepresentations,
breach of warranty and violation of consumer-protection laws.
Meanwhile, sales of its widely recognized water bottles fell.

"The [company] has lost millions of dollars in each of the past
two years as a result of decreased sales and an unsustainable cost
structure," the company said in court documents filed Friday with
the U.S. Bankruptcy Court in Bridgeport, Connecticut, DBR notes.


SIRIUS XM: To Settle "Carl Blessing" Lawsuit Pending in N.Y.
------------------------------------------------------------
Sirius XM Radio Inc., on May 12, 2011, reached an agreement to
settle the pending case entitled, Carl Blessing et al. v. Sirius
XM Radio Inc.

Carl Blessing, a subscriber, filed a lawsuit against the Company
in the United States District Court for the Southern District of
New York.  Mr. Blessing and several other plaintiffs purport to
represent all subscribers who were subject to: an increase in the
price for additional-radio subscriptions from $6.99 to $8.99; the
imposition of the US Music Royalty Fee; and the elimination of the
Company's free streaming internet service.  The suit claims that
the pricing changes show that the Company's merger with XM
lessened competition or led to a monopoly in violation of the
Clayton Act and that the merger led to monopolization in violation
of the Sherman Act.  Earlier the Court dismissed the plaintiffs'
claims for breach of contract and granted the Company's motion for
summary judgment as to various state law claims.

As part of the settlement, the Company has agreed that commencing
on July 28, 2011, the date on which the Company's voluntary
commitment not to raise rates on its basic satellite programming
package is scheduled to lapse, through Dec. 31, 2011, the Company
will not: raise the price of the Company's basic satellite radio
service, the Company's other programming packages or the Company's
internet streaming services; increase the Company's US Music
Royalty Fee; or decrease the Company's multi-radio discount.
Existing subscribers will be allowed to renew their current
subscription plans at the Company's current rates prior to
Dec. 31, 2011.  Former subscribers who terminated their
subscriptions after July 29, 2009, will be entitled to receive, at
their election, either: one month of the Company's basic satellite
radio service or one month of the Company's Internet streaming, at
no charge.  The Company has also agreed to pay the costs of
providing notice to the plaintiff class and not to oppose an
application by counsel for the plaintiffs for reimbursement of up
to $13 million of their fees and expenses.  The settlement does
not require the Company to make any other cash payments to the
plaintiff class or counsel to the plaintiffs.

In connection with the settlement, the Company did not admit any
wrongdoing, any violation of any statute or law, or the truth of
any claims or allegations of the plaintiffs.  Despite the
Company's belief that the claims asserted by the plaintiffs were
untrue, the Company entered into this settlement because it
believes it was in the best interest of its stockholders to avoid
further legal expense and inconvenience and eliminate the
distraction of this protracted litigation.

The settlement is contingent upon approval by the United States
District Court for the Southern District of New York.

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

The Company's balance sheet at March 31, 2011, showed $7.22
billion in total assets, $6.93 billion in total liabilities and
$298.62 million total stockholders' equity.

                           *     *     *

Sirius carries (i) a 'BB-' corporate credit rating from Standard &
Poor's and (ii) 'B3' corporate family rating and 'B2' probability
of default rating from Moody's.

In October 2010, Moody's said the upgrade of Sirius XM's CFR to
'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating
Moody's standard adjustments) less capital spending to interest
expense will grow and comfortably exceed 1x in 2011, reflecting
higher than anticipated subscribers and revenue and reduced debt
service and programming costs.  As announced on October 1, 2010,
the company expects to add more than 1.3 million subscribers in
FY2010, bringing the year end total to 20.1 million and exceeding
prior expectations.  Despite high churn in the subscriber base,
vulnerability to cyclical consumer spending, and increasing
wireless competition, Moody's believe subscriptions will grow
through the end of 2011 as the economy and automotive sales
recover.  Heightened capital spending related to the ongoing
construction and launch of two satellites will likely limit free
cash flow generation in 2011.  The rating also reflects the
company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.

As reported by the Troubled Company reporter on Dec. 14, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio
Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a
consolidated basis), to 'BB-' from 'B+'.  The rating outlook is
stable.  "The action reflects the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010 and
2011," explained Standard & Poor's credit analyst Hal Diamond.


SIZZLING PLATTER: S&P Assigns 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Salt Lake City-based Sizzling Platter LLC. The
outlook is stable.

"At the same time, we assigned a 'B-' rating, with a recovery
rating of '4', to the company's $135 million senior secured notes
due 2016. Our '4' recovery rating indicates our expectation of
average (30%-50%) recovery in the event of a payment default.
According to the company, it intends to use the proceeds from the
notes to acquire additional restaurants, refinance existing
indebtedness, repurchase all of outstanding preferred equity, and
for general corporate purposes," S&P noted.

"The ratings on Sizzling Platter reflect our expectation that
although operating performance will likely remain relatively
stable," said Standard & Poor's credit analyst Helena Song, "the
company's credit metrics will weaken meaningfully following the
proposed new notes offering with significantly higher debt."
"Moreover, we view the company as having less than adequate
liquidity. The ratings also reflect Sizzling Platter's vulnerable
business risk profile, its small EBITDA base, and a highly
leveraged capital structure."


SOUTH EDGE: Chapter 11 Trustee Sues JPMorgan, Focus
---------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Cynthia Nelson, the Chapter 11 trustee for South Edge
LLC, is suing J.P. Morgan Chase & Co. and Focus Group South LLC,
the Inspirada project's former management, to recover more than
$30 million ushered out of the Company prior to it being pushed
into bankruptcy.

The lawsuit was filed Friday with the U.S. Bankruptcy Court in Las
Vegas.  DBR relates the Chapter 11 trustee alleges that:

     -- Focus took the South Edge name off a JPMorgan bank
        account holding some $30 million and put that account
        in a Focus entity's name.  Then, Focus went on to spend
        $4.5 million from that account on purposes other than
        paying for improvements at the Inspirada development; and

     -- JPMorgan, despite serving as the agent for lenders who
        may hold liens on the disputed funds, has failed to
        respond to the trustee's request for help in recovering
        the money.

According to DBR, an attorney for Focus said the lawsuit was
"without merit" and declined further comment.  A JPMorgan
representative did not immediately respond to request for comment.

                         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.

The Chapter 11 Trustee is represented by Milbank, Tweed, Hadley &
McCloy LLP and Schwartzer & McPherson Law Firm as counsel.  Jones
Vargas serves as the trustee's special counsel and FTI Consulting,
Inc., serves as financial advisors.


SPANISH BROADCASTING: Reports $310,000 First Quarter Net Income
---------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $310,000 on $30.77 million of net revenue
for the three months ended March 31, 2011, compared with a net
loss of $828,000 on $30.84 million of net revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$476.63 million in total assets, $434.87 million in total
liabilities, $92.35 million in cumulative exchangeable redeemable
preferred stock, and a $50.58 million total stockholders' deficit.

Raul Alarcon, Jr., Chairman and CEO, commented, "We saw some
improvement in the business environment across select markets
during the first quarter.  We have continued to focus on
supporting our strong brands and market leadership through
strategic investments in our content and distribution, while
managing our costs.  Looking ahead, our target audience continues
to expand rapidly and our multi-media portfolio remains well
positioned to attract advertisers in the nation's largest Hispanic
markets."

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

                        http://is.gd/p3d5s9

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.


SPANISH BROADCASTING: Caspian Owns 5.59% of Class A Common Stock
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Caspian Capital LP and its affiliates
disclosed that they beneficially own 2,329,320 shares of Class A
common stock of Spanish Broadcasting System,Inc., representing
5.59% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/dOvz5C

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $476.63
million in total assets, $434.87 million in total liabilities,
$92.35 million in cumulative exchangeable redeemable preferred
stock and a $50.58 million total stockholders' deficit.


SPECTRUM BRANDS: Moody's Upgrades CFR to 'B1'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded most of Spectrum Brands, Inc.'s
(Spectrum or Spectrum Brands) ratings one notch following
continued operating performance improvements and debt reduction
efforts and our expectation that both will continue. The corporate
family rating and probability of default rating were both upgraded
to B1 from B2, the ratings on the secured term loan and secured
notes were upgraded to B1 from B2 and the subordinated notes
rating was upgraded to B3 from Caa1. The SGL-2 speculative grade
liquidity rating was affirmed. The rating outlook is stable.

"The upgrade reflects our view that Spectrum's value strategy,
recent amendment of its credit facilities and its focus on
reducing debt should result in improved credit metrics and a
credit profile that is more consistent with a B1 rating" said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.

RATINGS RATIONALE

The B1 corporate family rating reflects Spectrum's rather high,
albeit decreasing, financial leverage at over 4.5x (around 4x
proforma) and its modest size with revenues around $3 billion
proforma. The highly competitive industry that Spectrum operates
in competing against bigger and better capitalized companies also
constrains the rating. Spectrum's history of being financially
aggressive, culminating with the February 2009 bankruptcy further
constricts the rating to a degree. Spectrum's ratings benefit from
its good product diversification with products ranging from
personal care items, to pet food and small appliances. The B1
rating also reflects the general stability in performance during
the recession and our expectation that credit metrics will
continue improving in the near to mid-term. Spectrum's good
liquidity profile is also incorporated in the rating as is its
increasing international penetration.

The stable outlook incorporates our expectation of modest revenue
and earnings growth and a continued focus on reducing debt.
Moody's expectation that Spectrum will maintain a strong liquidity
profile and will not engage in any material shareholder friendly
moves in the near to mid-term is also reflected in the stable
outlook.

There is no near term pressure for the rating to be upgraded given
this upgrade and its ownership structure. Over the longer term,
however, the rating could be upgraded if the company were to
meaningfully improve profitability in the face of high raw
material prices and continues to pay down debt. Key credit metrics
necessary for an upgrade would be debt/EBITDA below 3x (currently
over 4.5x and 4x proforma) and EBITA margins in the mid to upper
teens on a sustained basis. Further clarity from Harbinger about
its long term plans would also be necessary for an upgrade to be
considered.

There is also no near term pressure for the rating to be
downgraded. The two biggest risks that could result in a downgrade
over the longer term are aggressive capital structure moves by
Harbinger and excessively high raw material costs that cannot be
passed through to retailers. Key credit metrics driving a
downgrade are debt/EBITDA sustainined over 5.5x and mid single
digit Moody's adjusted operating margins (currently in the low
teens).

These ratings were upgraded:

   -- Corporate family rating to B1 from B2:

   -- Probability of default rating to B1 from B2:

   -- $750 million senior secured notes to B1 (LGD3, 48%) from B2
      (LGD3, 49%);

   -- $750 million senior secured term loan ($680 million
      outstanding) to B1 (LGD3, 48%) from B2 (LGD3, 49%);

   -- $231 senior subordinated notes due 2013 to B3 (LGD 6, 90%)
      from Caa1 (LGD 6, 92%);

This rating was affirmed:

   -- Speculative grade liquidity rating at SGL 2

The principal methodology used in rating Spectrum Brands was
Moody's Global Packaged Goods Industry methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Madison, Wisconsin, Spectrum Brands, Inc. is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden, electric shaving
and grooming, and household insect control and small appliances.
Sales for the twelve months ended April 4, 2011 approximated $2.8
billion.


STATION CASINOS: GVR and Aliante Debtors File Schedules
-------------------------------------------------------
Green Valley Ranch Gaming LLC and the Aliante Debtors disclosed
these assets and liabilities:

Debtor                                  Assets         Debts
------                               ------------   ------------
Green Valley Ranch Gaming LLC        $482,501,271   $895,793,729
Aliante Gaming LLC                   $111,726,567   $439,845,690
Aliante Station LLC                    $1,552,419   $887,803,539
Aliante Holding LLC                    $4,550,349             $0

                  Statement of Financial Affairs

Thomas M. Friel, senior vice president and treasurer of Green
Valley Ranch Gaming LLC and the Aliante Debtors, disclosed that
these Debtors earned income from employment or operation of their
businesses since 2009:

Green Valley Ranch Gaming LLC
   Jan. 1 to Mar. 31, 2011                        ($14,694,152)
   Jan. 1 to Dec. 31, 2010                        ($91,940,043)
   Jan. 1 to Dec. 31, 2009                        ($17,542,201)

Aliante Gaming LLC
   Jan. 1 to Mar. 31, 2011                         ($7,167,082)
   Jan. 1 to Dec. 31, 2010                       ($528,491,215)
   Jan. 1 to Dec. 31, 2009                        ($57,895,549)

Aliante Station LLC
   Jan. 1 to Mar. 31, 2011                         ($2,438,421)
   Jan. 1 to Dec. 31, 2010                       ($174,578,281)
   Jan. 1 to Dec. 31, 2009                        ($61,456,421)

Mr. Friel reveals that Green Valley and Aliante Gaming LLC paid
certain creditors amounts exceeding $5,475 within the 90-day
period before they filed for bankruptcy.  Lists of the creditor
payments are available for free at:

               http://bankrupt.com/misc/GVR3b.pdf
          http://bankrupt.com/misc/AlianteGaming3b.pdf

Green Valley and Aliante Gaming were parties to suits and
administrative proceedings within one year before they filed for
Chapter 11 protection.  Lists of the suits and administrative
proceedings are available for free at:

               http://bankrupt.com/misc/GVR4a.pdf
          http://bankrupt.com/misc/AlianteGaming4a.pdf

Green Valley also gave gifts, aggregating $4,126, while Aliante
Gaming gave gifts, aggregating $27,791, one year before their
Petition Dates.

Within one year immediately preceding its Petition Date, Green
Valley paid amounts aggregating $9,207,001 related to debt
counseling or bankruptcy:

  Payee                                            Amount
  -----                                            ------
  Kirkland & Ellis                             $4,261,469
  Houlihan Lokey                               $2,089,820
  Oppenheimer & Co.                              $819,390
  FTI Consulting                                 $606,664
  Orrick Herrington & Sutclife                   $139,945
  Pillsbury Winthrop Shaw                        $121,356
  Kelley Drye & Warren                           $103,434
  Hennigan Bennett & Doman                        $76,411
  Lionel Sawyer & Collins                         $75,000
  Milbank Tweed Hadley McCloy                     $67,179
  Shea & Carlyon                                  $66,476
  Emmett, Marvin & Martin                         $18,118
  Latham & Watkins                                 $3,564

Within one year immediately preceding its Petition Date, Aliante
Gaming paid amounts, aggregating $5,618,645, related to debt
counseling or bankruptcy:

  Payee                                            Amount
  -----                                            ------
  FTI Consulting                               $1,282,968
  Kirkland & Ellis LLP                         $1,243,876
  Oppenheimer & Co., Inc.                      $1,108,768
  Paul Weiss Rifkind Wharton                     $575,735
  Winstead Sechrest & Nimick                     $517,599
  Houlihan Lokey                                 $503,955
  Lionel Sawyer & Collins                        $448,485
  Alix Partners                                  $100,000
  Skadden Arps Slate Meagher                     $100,000
  Full House Resorts                              $85,306
  Milbank Tweed Hadley & McCloy LLP               $29,295
  Shea & Carlyon                                  $22,653

Green Valley closed its Pari Mutuel account in the Bank of
America with a $25,760 final balance one year before the Petition
Date.

Green Valley also held properties, aggregating $2,224,644, for
another person, while Aliante Gaming held $165,378.

The Debtors' books are currently held by Mr. Friel.  The books
were previously held by Curt Mayer, the Debtors' corporate vice
president of finance, from May 7, 2007 to November 8, 2010.

Aliante Gaming's books are currently held by Jerry Dorsey,
Aliante Gaming's director of finance.  His predecessor was Donald
Tateishi, who performed services from March 11, 2009 to October
31, 2010.

The Debtors' books are audited by Ernst & Young LLP.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: U.S. Govt. Presents Issues on Appeal
-----------------------------------------------------
The United States Government is appealing from the March 24, 2011
order entered by the U.S. Bankruptcy Court for the District of
Nevada determining that the Debtors have no federal tax liability
arising as a consequence of the consummation of their confirmed
Plan of Reorganization and the related approved Restructuring
Transactions.

The Government is also electing to have the Appeal heard by the
District Court rather than the Bankruptcy Appellate Panel.

The U.S. Government wants the U.S. District Court for the
District of Nevada to determine:

  1. Whether the U.S. Bankruptcy Court for the District of
     Nevada erred in determining that no administrative tax
     claims against the Debtors would result from or arise out
     of the implementation of the Station Casinos Inc. Plan, the
     entry into or the closing of the Stalking Horse Asset
     Purchase Agreement or the other Restructuring Transactions
     contemplated thereby, and that as a result, neither the
     Debtors nor the Plan Administrator are obligated to
     establish a tax claims reserve.

  2. Whether the Bankruptcy Court erred in determining that the
     Government is bound by any determinations contained in the
     Disclosure Statement, the Disclosure Supplement, the SCI
     Plan, the Plan Findings and Conclusions and the
     Confirmation Order, with respect to its ability to assess
     or collect any federal tax liability arising against any
     party or non-party, including but not limited to:

        a. Liabilities arising out of the implementation of the
           SCI Plan, the entry into or the closing of the
           Stalking Horse APA or the other Restructuring
           Transactions contemplated thereby;

        b. Whether the Purchaser or any other party will have
           successor or transferee liability of any kind or
           nature arising from or relating to the transactions
           contemplated under the SCI Plan;

        c. Liabilities arising under Section 3713 of the Money
           and Finance Code or Sections 6012(b)(3) and 6151(a)
           of the Internal Revenue Code.

  3. Whether the Bankruptcy Court erred in granting relief that
     was not sought by the parties and was not fully briefed;
     and whether the Bankruptcy Court further erred in not
     permitting additional briefing at the government's
     suggestion.

  4. Whether the Bankruptcy Court erred by effectively
     converting a Chapter 11 liquidating plan into a plan whose
     primary purpose is to avoid or evade taxes.

  5. Whether the Bankruptcy Court erred in finding that the
     United States argued, "that the Court cannot make the Tax
     Determination or otherwise grant the relief sought in the
     Section 505 Motion because any potential tax liabilities
     arising from the implementation of the SCI Plan and
     related approved Restructuring Transactions arise after the
     Effective Date of the SCI Plan and therefore do not relate
     to the administration of the estate."

  6. Whether the Bankruptcy Court erred in its conclusion of law
     that, "Rather, the Section 505 Order determines the amount
     of the Debtors' tax liability, as authorized by Bankruptcy
     Code section 505."

  7. Whether the Bankruptcy Court erred in basing its ruling
     regarding the existence of administrative tax claims on
     "the uncontested facts submitted in support of the Section
     505 Motion," when it did not determine which facts were
     uncontested.

  8. Whether the Bankruptcy Court erred in determining that its
     ruling was not an "advisory opinion."

Bankruptcy Judge Gregg W. Zive had granted the Debtors' motion,
determining  that they have no federal tax liability arising as a
consequence of the consummation of their confirmed Plan of
Reorganization and the related approved Restructuring
Transactions.  "Based upon the uncontested facts submitted in
support of the Section 505 Motion, the Court concludes that no
administrative tax claim(s) against the Debtors for income tax
will result from or arise out of the implementation of the SCI
Plan, the Stalking Horse APA or the other Restructuring
Transactions contemplated thereby," Judge Zive explained in his
Findings of Facts and Conclusions of Law.  Therefore, he said,
neither the Debtors nor the Plan Administrator will be obligated
to establish the Tax Claims Reserve.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: GV Ranch Proposes to Hire FTI as Advisor
---------------------------------------------------------
Green Valley Ranch Gaming, LLC, and Aliante Gaming, LLC, and its
debtor affiliates, seek the Bankruptcy Court's authority to employ
FTI Consulting, Inc., as their financial advisor, nunc pro tunc to
April 12, 2011.

FTI will provide consulting and advisory services as the firm and
Green Valley and the Aliante Debtors deem appropriate and
feasible in order to advise the Debtors in the course of their
Chapter 11 case, including but not limited to (i) assistance with
various accounting and financial matters related to the Chapter
11 proceedings, including preparing the Statement of Financial
Affairs, Schedules of Assets and Liabilities, and Monthly
Operating Reports, and other compliance-related documents to meet
the needs of the U.S. Trustee and the Bankruptcy Court; and (ii)
other assistance as the Debtors may request and FTI agrees to
perform.

The Debtors will pay for the services of the FTI professionals
according to the firm's hourly rates:

  Senior Managing Directors                 $710 - $825
  Directors/Managing Directors              $525 - $685
  Consultants/Senior Consultants            $255 - $480
  Administration/Paraprofessionals          $105 - $210

Michael M. Ozawa, a senior managing director at FTI Consulting,
assures the Court that his firm is a "disinterested person" as
the term is defined under Section 101(14) of the Bankruptcy Code.
He maintains that his firm does not represent any interest
adverse to Green Valley and its estates.

Mr. Ozawa discloses that during the 90-day period prior to the
Petition Date, Green Valley paid FTI $208,662.  Also, prior to
the Petition Date, Green Valley paid FTI a $100,000 retainer.
FTI's unbilled fees to Green Valley as of the Petition Date were
$25,142, and, subject to the approval of the Employment
Application, will be applied against the retainer.  The retainer
balance as of the Petition Date will be $74,857.

During the 90-day period prior to the Petition Date, the Aliante
Debtors paid FTI $127,369, Mr. Ozawa adds.  Also, prior to the
Petition Date, the Aliante Debtors paid FTI a $100,000 retainer.
FTI's unbilled fees to the Aliante Debtors as of the Petition
Date were $25,818, and, subject to the approval of the Employment
Application, will be applied against the retainer.  The retainer
balance as of the Petition Date will be $74,181.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: GV Ranch Wins OK for Kirkland as Counsel
---------------------------------------------------------
Green Valley Ranch Gaming, LLC, and Aliante Gaming, LLC, and its
debtor affiliates, in separate filings, received authority to
employ Kirkland & Ellis as their counsel nunc pro tunc to April
12, 2011.

The April 12 Debtors need Kirkland & Ellis to perform these
services:

  (a) advising the April 12 Debtors with respect to their powers
      and duties as debtors-in-possession in the continued
      management and operation of their businesses and
      properties;

  (b) advising and consulting on the conduct of these Chapter 11
      cases, including all of the legal and administrative
      requirements of operating in Chapter 11;

  (c) attending meetings and negotiating with representatives of
      the creditors and other parties in interest;

  (d) taking all necessary actions to protect and preserve the
      April 12 Debtors' estates, including prosecuting actions
      on the Aliante Debtors' behalf, defending any action
      commenced against the April 12 Debtors, and representing
      them in negotiations concerning litigation in which they
      are involved, including objections to claims filed against
      the April 12 Debtors' estates;

  (e) preparing pleadings in connection with these Chapter 11
      cases, including motions, applications, answers, orders,
      reports, and papers necessary or otherwise beneficial to
      the administration of the April 12 Debtors' estates;

  (f) representing the April 12 Debtors in connection with
      obtaining authority to continue using cash collateral and,
      if necessary, postpetition financing;

  (g) advising the Aliante Debtors in connection with any
      potential sale of assets or the restructuring of their
      businesses;

  (h) appearing before the Court and any appellate courts to
      represent the interests of the Aliante Debtors' estates;

  (i) advising the Aliante Debtors regarding tax matters;

  (j) taking any necessary action on behalf of the Aliante
      Debtors to negotiate, prepare, and obtain approval of a
      disclosure statement and confirmation of a Chapter 11 plan
      and all documents related thereto; and

  (k) performing all other necessary legal services for the
      Aliante Debtors in connection with the prosecution of
      these chapter 11 cases, including:

      * analyzing the April 12 Debtors' leases and contracts
        and the assumption and assignment or rejection thereof;

      * analyzing the validity of liens against the April 12
        Debtors; and

      * advising the April 12 Debtors on corporate and
        litigation matters.

The April 12 Debtors will pay Kirkland & Ellis based on these
hourly rates:

    Partners                          $695 to $995
    Of Counsel                        $500 to $965
    Associate                         $410 to $695
    Paraprofessionals                 $140 to $300

These professionals are expected to have primary responsibility
for providing services to the April 12 Debtors:

    James H.M. Sprayregen, P.C.    $995
    David R. Seligman              $930
    David A. Agay                  $770
    Sarah H. Seewer                $695
    Sienna Singer                  $675

The April 12 Debtors will also reimburse Kirkland & Ellis for its
necessary out-of-pocket expenses.

On May 28, 2010, the Aliante Debtors paid $200,000 to Kirkland &
Ellis as a classic retainer, which was subsequently increased to
$300,000 on July 1, 2010 and $400,000 on July 30, 2010.

On the same date, GVR paid $200,000 to Kirkland & Ellis as a
classic retainer, which was increased to $300,000 on July 1,
2010; $400,000 on July 30, 2010; and $500,000 on August 10, 2010.

David R. Seligman, Esq., a member of Kirkland & Ellis, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SUMMIT BUSINESS MEDIA: Exits Chapter 11 Via Pre-Arranged Plan
-------------------------------------------------------------
Summit Business Media has emerged from bankruptcy following
approval of its "pre-arranged" plan of reorganization from the
United States Bankruptcy Court for the District of Delaware.  As a
result, Summit has eliminated more than $140 million of long-term
debt from its balance sheet, creating more financial flexibility
to focus on the implementation of its growth strategy.

"Summit emerges from this restructuring a leaner, more-focused and
better-capitalized company," said Andrew Goodenough, Summit's
President & CEO.  "We are pleased to conclude this five-month
process so that management, our board and our 400 associates can
continue to focus on implementation of Summit's growth strategy."

Goodenough added, "We are very focused on new product development
and ways to meet the evolving needs of our customers.  Product
innovation allows us to leverage our strong brands and valuable
franchises across the insurance, financial and professional
services markets."

                    About Summit Business Media

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. Lawson, Esq., and Kathleen Murphy, Esq., at Reed Smith
LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq., at
Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

Summit filed on Feb. 1, 2011, their Chapter 11 Plan of
Reorganization.  The plan was worked out in advance with holders
of 83% or more of the first-and second-lien debt.  Pursuant to the
Plan terms, holders of allowed priority tax claims, which are
unimpaired and unclassified under the Plan, will be paid over a
period not later than 5 years after the Petition Date.

Holders of prepetition first lien secured claims owed $189 million
will receive a new $110 million first-priority first lien term
loan, 89.4% of the new stock.  The first-lien lenders will recover
68 cents on the dollar.

Holders of $55 million in prepetition second lien debt will
receive $1 million in cash and 5.56% of the new stock.  They will
have a 4% recovery.

Holders of allowed general unsecured claims expected to total
$6 million will receive $100,000 cash, resulting in a 2% recovery.

Holders of equity interests in Summit will not receive anything
and their interests will be cancelled.  Equity Interests in the
other debtor-affiliates will be reinstated.

Summit Business set a May 5 hearing for approval of the Chapter 11
plan.  The bankruptcy judge approved the explanatory disclosure
statement on March 28.


SUN PRODUCTS: Moody's Downgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default ratings of Sun Products Corporation to B2
from B1 reflecting the company's deteriorating credit metrics due
to the highly competitive laundry care business as well as higher
input costs. The stable outlook reflects Moody's view that
operating conditions will remain challenging for the company in
the near-term, however, profitability and credit metrics should
remain within acceptable ranges for a B2 credit.

"Sun's credit metrics are likely to deteriorate further in the
near-term as still highly aggressive promotional spending by
large, deep-pocketed competitors combined with escalating raw
material costs continue to depress category growth and
profitability," said Moody's Vice President and Senior Credit
Officer Janice Hofferber.

RATINGS RATIONALE

Sun Products' B2 corporate family rating reflects its high
leverage, heightened competitive activity from better capitalized
operators, primarily P&G and Church & Dwight and significant
retailer concentration for its core private label and branded
laundry care products. Moreover, the company's branded strategy
remains unproven especially given challenges for mid-tier brands,
requiring additional investment in a crowded space with limited
growth opportunities. However, the rating benefits from a good
liquidity profile full access to the company's revolving credit
facility and no significant near-term debt maturities.

Sun Products' ratings could be downgraded if category growth
continues to decline and profitability remains weak. Specifically,
ratings could be downgraded if debt-to-EBITDA is sustained above
6.5 times or free cash flow turned negative.

Sun Products' ratings could be upgraded if operating performance
and organic growth was restored such that debt-to-EBITDA was
sustained below 5.0 times and free cash flow-to-debt was above 5%.

These ratings of Sun Products were downgraded:

   -- Corporate family rating to B2 from B1;

   -- Probability of default rating to B2 from B1;

      * $125 million senior secured revolving credit facility due
        April 2013 to Ba3 (LGD2, 25%) from Ba2 (LGD2, 26%);

      * $798 million first lien term loan due April 2014 to Ba3
        (LGD2, 25%) from Ba2 (LGD2, 26%); and

      * $225 million second lien term loan due October 2014 to B3
        (LGD4, 61%) from B2 (LGD4, 62%).

The principal methodology used in rating Sun Products 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.

The Sun Products Corporation ("Sun Products"), based in Wilton,
Connecticut, is a leading provider of moderately priced and
private label laundry detergents, fabric softeners and other
related household and personal care products in the North America
market. Significant brands include ALL, Snuggle, Sun Wisk,
Sunlight (Canada), and Surf. The company is also the largest
private label manufacturer of laundry care products in North
America. Sun Products' parent company, Spotless Group Holding, LLC
is controlled by affiliates of Vestar Capital Partners. Sun
Products' sales for the fiscal year ended Dec. 31, 2010 exceeded
$1.9 billion.


SUNSTATE EQUIPMENT: Moody's Puts Caa2 Rating on Sr. Secured Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to Sunstate
Equipment Co., LLC 's proposed $170 million second priority senior
secured notes due 2017. Concurrently, the outlook was changed to
positive from stable based on the company's recent improvement in
operating performance and being well positioned to capitalize on
the improvement in the underlying factors supporting the gradual
improvement in U.S. equipment rental industry trends. All ratings,
including the Caa1 corporate family rating, have been affirmed.
The rating agency did not rate the company's proposed $165 million
ABL.

Proceeds from the new issue of second priority senior secured
notes combined with borrowings under the company's proposed ABL
are expected to be used to repay amounts outstanding under
Sunstate's existing second lien notes and borrowings under the
existing ABL facility. Moody's views the refinancing as beneficial
as it would lengthen Sunstate's debt maturity profile and provide
incremental liquidity.

Ratings assigned:

   -- Proposed $170 million second priority senior secured notes
      due 2017, Caa2 (LGD-5, 74%)

Ratings affirmed with updated Loss Given Default assessments:

   -- Corporate family rating at Caa1

   -- Probability of default rating at Caa1

   -- Existing $108 million 10.5% second lien notes due April 2013
      at Caa2 (LGD- 5, 79% (from LGD-5, 77%))

Upon conclusion of the proposed transaction, ratings for
Sunstate's existing 10.5% second lien notes will be withdrawn.

These ratings have been assigned subject to Moody's review of
final documentation following completion of the proposed
transaction. For additional information, please refer to the
Credit Opinion to be posted on moodys.com.

RATINGS RATIONALE

The change in rating outlook to positive reflects Moody's
expectation of a moderate improvement in the overall US equipment
rental markets and the factors underlying that growth including
anticipated growth in non-residential construction activity. An
improvement in operating results for Sunstate over the last two
quarters also supports the expectation that this trend should
continue as the overall industry stabilizes. The company's
proposed refinancing would further support the outlook by
addressing more near term maturities in 2012 and 2013.
Furthermore, cost reduction efforts that took place during the
most recent cyclical trough could contribute to profitability over
the intermediate term as the overall market gradually recovers and
the company benefits from the efficiencies it was able to achieve
during the downturn.

The Caa1 corporate family rating reflects metrics that are
improving but still recovering from the negative impact on
Sunstate's operating results from the company's exposure to the
particularly weak construction markets in the Southwestern U.S.
region, particularly Nevada, California and Arizona. This region
was hard hit during the most recent economic downturn due to the
overdevelopment that had taken place in that region. Moreover, the
age of the company's fleet versus peers is on the higher end
resulting in the company's need to continue to invest in capital
expenditures to replace fleet and acquire new equipment to support
anticipated growth in its end markets. Due to the expected
negative free cash flow over the next twelve months stemming from
the capital expenditure requirements, there could be less funds
over the near-term to reduce debt levels meaningfully.

The rating and positive outlook are supported by the expectation
for an adequate liquidity profile over the next twelve months,
despite anticipated negative free cash flow, due to availability
under the proposed ABL facility. As the value of equipment rental
fleet improves, the company is anticipated to continue to have
access to funds available under the committed facility. The
proposed refinancing would benefit the company's profile by
extending Sunstate's debt maturity profile as well as potentially
including covenants in the new ABL facility that provide more
headroom than the existing facility.

Upward rating momentum would likely coincide with continued
improvement in the company's metrics such that debt/EBITDA would
be sustained at or below 6.0 times while maintaining an adequate
liquidity profile including expected adequate covenant headroom
which could also be addressed with the proposed refinancing.

The ratings and/or outlook could be negatively impacted if the
company's ability to cover its interest expense declines
materially from current levels, leverage metrics increase or if
adequacy of the liquidity profile were to come into question.

The principal methodology used in rating Sunstate Equipment Co.,
LLC was the Global Equipment and Automobile Rental 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.

Sunstate Equipment Co. LLC, headquartered in Phoenix, AZ, is a
regional equipment supplier with 52 branches predominately in the
Southwestern U.S. Revenues for the last twelve month period ended
March 31, 2011 totaled roughly $150 million.


SUNSTATE EQUIPMENT: S&P Rates $170MM Second-Lien Notes at 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '5' recovering rating, indicating S&P's expectation of
a modest recovery (10%-30%) in the event of a payment default, to
Phoenix, Ariz.-based Sunstate Equipment Co. LLC's (Sunstate)
proposed $170 million second-lien notes due 2017. "Our 'B-'
corporate credit rating on Sunstate remains unchanged. Together
with proceeds from a proposed new unrated asset-based loan (ABL)
credit facility, we expect Sunstate to use proceeds from the note
offering to repay all of its existing outstanding debt. The
proposed refinancing provides adequate liquidity and flexibility
by pushing out maturities comfortably over the next five years.
The outlook is stable," S&P stated.

"The ratings on privately owned Sunstate reflect our assessment of
its weak business risk profile as a regional operator in the
highly fragmented and competitive construction equipment rental
industry. This profile also reflects the company's limited
diversity, capital intensive equipment purchases, high leverage,
and somewhat limited financial flexibility. Sunstate's good
regional presence in the southwestern U.S., focus on customer
service, and good EBITDA margin somewhat offset these factors.
Despite the still relatively weak construction end-markets, we
expect Sunstate's operating performance to improve gradually as
conditions in the equipment rental sector recover. Sunstate
experienced a 20% increase in sales in the first quarter of 2011.
Equipment rental companies have seen an increase in volume
recently, because contractors rely more on rentals due to the
limited number of projects and uncertainty on future projects, as
well as the trend of outsourcing equipment from rental companies,
especially among industrial customers. The rating and outlook
remain unchanged at this point until we see clear evidence of a
strong uninterrupted recovery in industry conditions that result
in much improved credit measures," according to S&P.

Rating List

Sunstate Equipment Co. LLC
Corporate credit rating                B-/Stable

New Rating
Sunstate Equipment Co. LLC
Sunstate Equipment Co. Inc.
  $170 mil. 2nd lien notes due 2017     CCC+
   Recovery rating                      5


SUPER FRESH: Village Super Market to Acquires Two Stores
--------------------------------------------------------
Village Super Market, Inc. anticipates acquiring the store
fixtures, leases and other assets of locations in White Oak,
Maryland and Timonium, Maryland for approximately $6.6 million.

The purchase of these stores from Super Fresh is part of a larger
purchase by a consortium, and is subject to bankruptcy court
approval and other conditions.  The closing is expected in
approximately one month, with these stores expected to open as
ShopRites this summer.

"We are very pleased to provide ShopRite's commitment to customer
service, variety, value and low prices to these new locations,"
said James Sumas, Chief Executive Officer of Village Super Market,
Inc.  "We look forward to furthering Village Super Market's vision
of helping families live better by creating good union jobs that
will provide great value and excellent service to our customers."

Village Super Market operates a chain of 26 supermarkets under the
ShopRite name in New Jersey and eastern Pennsylvania.


SUSSEX COUNTY: S&P Raises Ratings on Revenue Bonds From 'B/B'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Sussex
County, Del.'s series 1997A and 1997B variable-rate demand revenue
bonds to 'A/A-1' from 'B/B'. "At the same time, we removed our
ratings from CreditWatch with positive implications, where we had
placed them on Nov. 3, 2010," S&P stated.

S&P continued, "Our ratings on the two affected bond issues
reflect our opinion of the credit and liquidity support that
Wilmington Trust Co., Del. ('A/A-1') provides in the form of
irrevocable direct-pay LOCs. The long-term components of our
ratings are based on our long-term issuer credit rating on
Wilmington Trust Co., Del., and address the full and timely
payments of interest and principal when the bondholders have not
exercised the put option. The short-term components of our ratings
are based on our short-term issuer credit rating on Wilmington
Trust Co., Del., and address the full and timely payments of
interest and principal when the bondholders have exercised the put
option."

"The rating actions reflect the May 16, 2011, raising of our long-
term issuer credit rating on Wilmington Trust Co., Del., to 'A'
from 'B' and our short-term rating to 'A-1' from 'B', following
the acquisition of Wilmington Trust Co., Del.'s parent, Wilmington
Trust Corp., by M&T Bank Corp. (for more information, see
"Wilmington Trust Corp. Upgraded After Acquisition By M&T
Bank Corp.; Outlook Negative"). At that time, we also removed our
long-term and short-term ratings on the LOC provider from
CreditWatch positive, where we had placed them on Nov. 1, 2010,"
S&P related.

"In view of the bonds' structures, changes to our ratings on the
bonds can result from, among other things, changes to our rating
on the LOC provider or amendments to the transactions' terms," S&P
added.

Ratings Raised and Removed From CreditWatch Positive

Transaction   CUSIP               Rating
                           To                    From
Sussex County, Del.
$2.4 million variable-rate demand revenue bonds series 1997A due
11/01/2027
              86926RBH2    A/A-1                 B/Watch Pos/B
$3 million variable-rate demand revenue bonds series 1997B due
11/01/2027
              86926RBJ8    A/A-1                 B/Watch Pos/B


TENNECO INC: S&P Raises Corp. Rating to 'BB' on Strong Sales
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lake Forest, Ill.-based auto supplier Tenneco Inc. to
'BB' from 'BB-'. The outlook is stable.

"At the same time, we raised our issue-level ratings on the
company's senior secured first-lien debt to 'BBB-' and the senior
unsecured debt to 'BB-'. The recovery ratings on the debt remain
unchanged," S&P related.

"The upgrade reflects our opinion that Tenneco's credit profile
has risen to levels consistent with the 'BB' rating and that the
company can sustain the improvement," said Standard & Poor's
credit analyst Lawrence Orlowski. "We believe the recovery in
light-vehicle production in North America and Europe will continue
and that, in addition to strong aftermarket sales growth during
the past year, the company's ongoing expansion in the commercial-
vehicle market is expected to contribute to increased growth and a
more diversified revenue stream. We expect light-vehicle
production in 2011 for North America and Europe to increase over
8% and over 2%, respectively. We see heavy-duty commercial-vehicle
production in 2011 in North America and Europe rising about 39%
and 25%."

"We believe important factors of ongoing growth include the need
to replace aging vehicles, the effect of relaxed monetary and
fiscal policies in spurring economic demand, and strong emerging
market growth," explained Mr. Orlowski. "Still, we assume that
both light- and commercial-vehicle markets will remain volatile
and highly competitive."


TEREX CORP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating (CCR) on Westport, Conn.-based Terex Corp. and
assigned its 'BB' issue-level and '2' recovery ratings to the
company's proposed $750 million term loan and proposed $500
million revolving credit facility. "Terex will use proceeds from
the term loan, along with cash, for its proposed acquisition of
Demag Cranes AG (not rated), a Germany-based supplier of
industrial cranes, port technology, and related services. At the
same time, we are revising our recovery rating on the company's
unsecured notes to '4' from '3' (the issue-level rating remains
unchanged at 'BB-'). The outlook is stable," S&P stated.

"Under the proposed transaction terms for the Demag acquisition,
we believe Terex will return credit measures to levels consistent
with the 'BB-' corporate credit rating within a year of finalizing
the acquisition," said Standard & Poor's credit analyst Dan
Picciotto. "Excluding the Demag acquisition, we would expect
credit measures to meet our range of expectations this year,
including funds from operations (FFO) to total debt of 15%-20%
(this measure was less than 10% at the end of the first quarter).
Terex currently has a good liquidity position, with large cash
balances and availability under its revolving credit facility,
although the company will use about $600 million of this cash
balance for the Demag transaction at the current offering price.
We believe the acquisition would complement Terex's existing crane
businesses, which generated close to $1.1 billion in sales in
2010 (about 25% of total sales), though we would still view
Terex's business risk profile assessment as fair, pro forma for
the transaction."

The outlook is stable. "If Terex completes the Demag acquisition
at the current offer price, we believe credit measures would be
likely to meet our expectations for the rating within about one
year. We believe that even moderate increases in the offer price
for Demag (for example, up to 20%) would also result in our
expectations being realized given favorable market trends," S&P
continued.

"We could lower the ratings if, for instance, a rising offer price
for Demag or other debt-financed activity resulted in our
expectation that FFO to total adjusted debt would remain below 15%
for more than one year and excess cash balances were not
significant," Mr. Picciotto added. "We could raise the ratings if
the company generates adjusted FFO to total debt approaching 20%
and we expect further, sustained improvement that would result in
meaningfully positive free cash flow generation of $200 million or
more, on average, annually for the next few years."


TIB FINANCIAL: Files Form 10-Q; Posts $1.06MM Net Income in Q1
--------------------------------------------------------------
TIB Financial Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $1.06 million on $15.84 million of total interest and dividend
income for the three months ended March 31, 2011, compared with a
net loss of $5.05 million on $18.28 million of total interest and
dividend income for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.72 billion in total assets, $1.54 billion in total liabilities
and $186.98 million in total shareholders' equity.

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

                        http://is.gd/TWKNz7

                      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.

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.


UNITED SECURITY: A.M. Best Lifts Fin'l Strength Rating to 'C-'
--------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to C-
(Weak) from D (Poor) and issuer credit rating to "cc" from "c" of
United Security Life and Health Insurance Company (USL&H) (Bedford
Park, IL).  The outlook for both ratings has been revised to
stable from negative.

The upgrades reflect USL&H's quarterly profitability and improving
risk-adjusted capital position since March 2010.  In addition, the
company adopted a more conservative investment philosophy by
reducing its exposure to common and preferred equities and
investing in investment grade bonds and short-term securities.

In recent years, USL&H has posted sizeable losses in its
individual major medical business, which represented 94% of its
2010 premium revenue.  These earlier losses considerably reduced
USL&H's capital and surplus position.  A.M. Best believes the
Patient Protection and Affordable Care Act will continue to pose
considerable future challenges for small individual major medical
companies like USL&H, which do not have the economies of scale to
operate profitably at a mandated 80% medical loss ratio.


US FOODSERVICE: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Rosemont, Ill.-based U.S. Foodservice Inc. (USF).
"At the same time, we assigned our 'B-' rating to the company's
$425 million senior secured term loan due 2017 and 'CCC+' rating
to the $400 million 8.5% senior unsecured notes due 2019. The
outlook is stable," S&P stated.

The recovery rating on the senior secured term loan is '5',
indicating that lenders could expect modest (10% to 30%) recovery
in the event of a payment default or bankruptcy. The recovery
rating on the senior unsecured notes is '6', indicating that
lenders could expect negligible (0% to 10%) recovery in
the event of a payment default or bankruptcy. Pro forma for the
transaction, total debt outstanding is about $4.75 billion.

"Our ratings on USF reflect our opinion that the highly leveraged
food service distributor's profit margins will likely deteriorate
over the near term due to potentially lower demand and higher
expenses, specifically escalating food and fuel costs," said
Standard & Poor's credit analyst Jerry Phelan. "However, credit
measures should remain near current levels due to interest cost
savings and modest debt repayment associated with its
refinancing."

Nevertheless, pro forma for the refinancing, the company's credit
protection measures are weak for the 'B' rating category medians,
including leverage in the high-7x area and the ratio of funds from
operations (FFO) to total debt of about 7.3%.

The outlook is stable. Standard & Poor's believes the company
should be able to maintain credit measures near current levels
despite prospects for higher food and fuel costs.


USG CORP: Four Directors Elected at Annual Meeting
--------------------------------------------------
USG Corporation held its 2011 annual meeting of stockholders on
May 11, 2011.  At the annual meeting, the stockholders approved,
among other things:

   (1) election of four directors for a three-year term to expire
       in 2014: Gretchen R. Haggerty, Richard P. Lavin, Marvin E.
       Lesser, and James S. Metcalf;

   (2) ratification of appointment of Deloitte & Touche LLP as the
       Company's independent registered public accountants for
       2011; and

   (3) approval, by advisory vote, of the compensation of the
       Company's named executive officers.

                      About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

The Company's balance sheet at March 31, 2011 showed $4.01 billion
in total assets, $3.46 billion in total liabilities and $544
million in total stockholders' equity.


VALLEY ROAD: S&P Withdraws 'BB' Credit Rating After Debt Paydown
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' credit
rating on Valley Road Funding LLC after receiving confirmation
that U.S. electric generating business Valley Road Holdings LLC
(Holdings) successfully completed the sale of the Griffith power
plant to Star West Generation LLC. Holdings has fully repaid and
terminated its senior secured credit facilities at its subsidiary
Valley Road Funding. "We also withdrew the '1' recovery rating on
the facilities," S&P stated.

The facilities consisted of a $215 million senior secured first-
lien term loan, a $50 million senior secured revolving first-lien
letter of credit facility, and $30 million senior secured first-
lien revolver (all due November 2014).

Ratings List
Ratings Withdrawn
                                           To    From
Valley Road Funding LLC
$215 mil sr secd first-lien term loan      NR    BB+/Watch Pos
Recovery rating                           NR    1
$50 mil sr secd LOC facility               NR    BB+/Watch Pos
Recovery rating                           NR    1
$30 mil sr secd revolving credit facility  NR    BB+/Watch Pos
Recovery rating                           Nr    1


VILICA LLC: Hires Coldwell Banker as Real Estate Broker
-------------------------------------------------------
Vilica LLC asks the U.S. Bankruptcy Court for the Northern
District of California for permission to employ Coldwell Banker
Cutten Realty as real estate broker.

Coldwell Banker will represent the Debtor in the sale of the
Debtor's various parcels of real properties located in Trinity
County, California.  The general terms of the agreement between
the Debtor and the proposed real estate broker with regard to the
real property are:

   a. The sales price of the real property located in the city
      of Willow Creek, county of Humboldt, Brush Mountain G-1,
      APN No. 524-016-007 will be $400,000.00;

   b. The sales price of the real property located in the city
      of Willow Creek, county of Humboldt, Madden Creek: G-2,
      APN No. p.o. 524-122-001 SW 1/4 will be $250,000.00;

   c. The sales price of the real property located in the city
      of Willow Creek, county of Humboldt, Madden Creek: G-3,
      APN No. p.o. 524-122-001 SE 1/4 will be $250,000.00;

   d. The sales price of the real property located in the city
      of Willow Creek, county of Humboldt, Madden Creek: G-4,
      APN No. p.o. 524-122-001 NE 1/4 will be $250,000.00;

   e. The sales price of the real property located in the city
      of Redwood Valley, county of Humboldt, Pine Creek: H-2,
      APN No. 522-012-001 will be $320,000.00;

   f. The sales price of the real property located in the city
      of Redwood Valley, county of Humboldt, Pine Creek: H-3,
      APN No. 522-012-002 will be $450,000.00;

   g. The sales price of the of real property located in the
      city of Weitchpec, county of Humboldt, Bald Hills Rd: N,
      APN Nos. 531-011-007 & 531-012-005 will be $240,000.00;

   h. The compensation sought by the proposed real estate broker
      with regard to all of these real properties is equal to 6%
      of the gross sales price; and

   i. Any sale of the property and/or payment of commission is
      subject to approval by the United States Bankruptcy Court.

The Debtor assures the Court that Charlie Tripodi, real estate
agent, and said real estate firm are a "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code.

                          About Vilica, LLC

Santa Cruz, California-based Vilica, LLC, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Calif. Case No. 10-62728) on
Dec. 13, 2010.  Stephen T. Davies, Esq., at Turner Litigation
Services, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $12,757,273 in total assets
and $4,245,843 in total debts at the Petition Date.


VILICA LLC: Taps Weaverville Realty as Real Estate Broker
---------------------------------------------------------
Vilica LLC asks the U.S. Bankruptcy Court for the Northern
District of California for permission to employ Weaverville Realty
as real estate broker.

Weaverville Realty will represent the Debtor in the sale of the
Debtor's various parcels of real properties located in Trinity
County, California.  The general terms of the agreement between
the Debtor and the proposed real estate broker with regard to the
real property are:

   a. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Bonanza Mine,
      portion of APN No. 007-170-03 will be $234,000.00;

   b. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Cold Spring
      Mine, APN No. 997-170-01 will be $171,820.00;

   c. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Log Cabin Mine,
      portion of APN No. 007-170-03 will be $187,950.00;

   d. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Red Rock Mine,
      APN No. 007-170-02 will be $224,290.00;

   e. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Sunrise Mine,
      portion of APN No. 007-170-03 will be $190,700.00;

   f. The sales price of the real property located in the city
      of Coffee Creek, county of Trinity, portion of APN No.
      007-170-03 will be $199,000.00;

   g. The compensation sought by the proposed real estate broker
       with regard to all of the real properties is equal to 8%
       of the gross sales price; and

   h. Any sale of the property and/or payment of commission is
      subject to approval by the United States Bankruptcy Court.

The Debtor assures the Court that Steve Hanover, real estate
agent, and said real estate firm are a "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code.

                          About Vilica, LLC

Santa Cruz, California-based Vilica, LLC, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Calif. Case No. 10-62728) on
Dec. 13, 2010.  Stephen T. Davies, Esq., at Turner Litigation
Services, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $12,757,273 in total assets
and $4,245,843 in total debts at the Petition Date.


WASHINGTON MUTUAL: Plan Confirmation Hearing Adjourned to June 29
-----------------------------------------------------------------
Washington Mutual, Inc. filed a Notice of Adjournment regarding
the hearing to consider confirmation of the Company's Modified
Sixth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter
11 of the United States Bankruptcy Code, dated Feb. 7, 2011.

Despite reports to the contrary, discussions with respect to
modifying or amending the Modified Plan are ongoing, and the
confirmation hearing with respect to the presently filed Modified
Plan has been scheduled for June 29, 2011 at 9:30 a.m. Eastern
Time.  In addition, in an effort to accommodate the ongoing
discussions, WMI has agreed to extend the deadline for the
Official Committee of Equity Security Interest Holders to file an
objection or response to the Modified Plan has been extended to
June 10, 2011 at 4:00 p.m. Eastern Time.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.   The hearing for approval
of the Disclosure Statement is set for March 21.


WASHINGTON MUTUAL: Equity Committee Proposes BDO as Tax Advisor
---------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual's official
committee of equity security holders filed with the U.S.
Bankruptcy Court a motion to retain BDO USA (Contact: Kevin D.
Anderson) as tax advisor at the following hourly rates: partner at
$475 to $795 and director/senior manager at 375 to 600.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodara, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unsecured Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired the WaMu bank unit's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.


WEST END FINANCIAL: Consolidation Opposed by U.S. Trustee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee who is trying to oust Raymond J.
Heslin from the management of West End Financial Advisors LLC is
opposing Mr. Heslin's motion for substantive consolidation of the
firm and its investment funds.  The U.S. Trustee is in the middle
of a trial that began in March to appoint a Chapter 11 trustee.
The trial is scheduled to resume on May 24, when the bankruptcy
judge's consolidation motion is also on the calendar.

According to the report, Mr. Heslin last week filed combined
schedules of the assets and debts of West End and its funds.  They
show assets of $400,000 and debts of $6.7 million, not including
$66 million from investors who may or may not be creditors. Debt
includes $5.5 million in secured claims, according to the
schedules.

The U.S. Trustee contends that consolidation shouldn't be allowed
because the schedules weren't filed before the motion, thus
depriving creditors of insight into West End's financial
condition.  The U.S. Trustee accuses Mr. Heslin of not providing
requested information and of failing to file monthly operating
reports.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WILLIAM LYON: Incurs $136.78 Million Net Loss in 2010
-----------------------------------------------------
William Lyon Homes filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to William Lyon Homes of $136.78 million on
$294.69 million of operating revenue for the year ended Dec. 31,
2010, compared with a net loss attributable to William Lyon Homes
of $20.52 million on $309.24 million of operating revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$649.00 million in total assets, $623.62 million in total
liabilities, $25.38 million in equity.

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

                        http://is.gd/JinMUt

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.


WILLIAM LYON: Delays Filing of March 31 Form 10-Q
-------------------------------------------------
As previously announced in the current reports on Form 8-K of
William Lyon Homes filed on March 21, 2011, and on April 18, 2011,
the Company said it required additional time to conduct and
finalize its non-cash impairment analysis under the provisions of
Financial Accounting Standards Board Accounting Standard
Codification Topic 360 Property, Plant and Equipment in connection
with its annual audit for the year ended Dec. 31, 2010.
Accordingly, until May 13, 2011, the Company's financial staff
devoted its time and resources principally to finalizing the
Company's Annual Report on Form 10-K and was unable to devote
significant time and resources to the Company's financial
statements to be included in the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2011.  As a result, the Company will
require additional time to complete the financial statements to be
included in the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011.

                      About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at Dec. 31, 2010, showed
$649.00 million in total assets, $623.62 million in total
liabilities, $25.38 million in equity.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.


WIZZARD SOFTWARE: Posts $606,800 First Quarter Net Loss
-------------------------------------------------------
Wizzard Software Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $606,759 on $1.6 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $1.4 million on $1.3 million of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed
$23.6 million in total assets, $725,127 in total liabilities, and
stockholders' equity of $22.9 million.

As reported in the TCR on April 6, 2011, Gregory & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Wizzard Software's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has not yet established profitable
operations and has incurred significant losses since its
inception.

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

                       http://is.gd/MmwGik

Pittsburgh, Pa.-based Wizzard Software Corporation's business
includes Media, Software and Healthcare.   Wizzard's core focus is
on its Media business, which consists of providing podcasting
hosting, distribution, audience analysis, advertising, content
subscriptions and App sales for podcast producers worldwide.  The
legacy Software business focuses on selling and supporting speech
recognition and text-to-speech technology from IBM and AT&T.  The
legacy Healthcare business focuses on providing home health
services and nurse staffing in the Western part of the United
States.


WILLIAM SWITZER: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Michale J. Vermette
                       PricewaterhouseCoopers, Inc.

Chapter 15 Debtor: William Switzer & Associates, Ltd.
                   #6-611 Alexander Street
                   Vancouver, BC V6A 1E1
                   Canada

Chapter 15 Case No.: 11-12449

Type of Business: The debtor is a private company that
                  manufactures and deals furniture.

Chapter 15 Petition Date: May 20, 2011

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

Debtor's Counsel: Yann Geron, Esq.
                  FOX ROTHSCHILD, LLP
                  100 Park Avenue, Suite 1500
                  New York, NY 10017
                  Tel: (212) 878-7900
                  Fax: (212) 692-0940
                  E-mail: ygeron@foxrothschild.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

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


WINDSOR FINANCING: S&P Rates $268.5-Million Bonds at 'B+'
---------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on U.S.
power generator Windsor Financing LLC. "We also changed the
outlook on the $268.5 million amortizing 5.881% senior secured
bonds issued in 2006 and due Jan. 15, 2017 (about $150 million
outstanding currently) to positive from negative. The rating on
the senior bonds is 'B+'. At the same time, we changed our outlook
on the company's $52 million 6.927% subordinated secured notes
issued in 2006 and due Jan. 15, 2016 (amortized to $39.3 million
principal outstanding at Dec. 31, 2008 and accruing since about
that date) to positive from negative. The rating on the
subordinate notes is 'CCC+'," S&P related.

The positive outlook reflects the company's announcement on May
11, 2011 that it intends to fully refund its outstanding debt with
proceeds from a new debt issuance. The prior negative outlook
reflected the company's weak levels of debt service coverage from
operating cash flow. The recovery rating on the senior bonds
remains '3', indicating meaningful (50%-70%) recovery if a payment
default occurs. The '6' recovery rating on the subordinated notes
indicates negligible (0%-10%) recovery.

The rating reflects Windsor's continued low debt service coverage,
with senior lien coverage of 1.09x in 2009, 1.02x in the 12 months
ending Sept. 30, 2010, and projected by company management to be
about 1x for 2011. The company hasn't paid subordinate debt
service since the second half of 2008 and company management does
not expect to pay subordinate debt service through most of 2011
either.

"The positive outlook reflects our expectation Windsor will fully
refund the senior and subordinate debt in the near term in
accordance with the senior and subordinate legal provisions," said
Standard & Poor's credit analyst Matthew Hobby.

"If the project were to abandon or significantly delay its
refinancing plan, then we would likely return the outlook to
negative, reflecting the project's weak underlying cash flow
coverage of debt service," S&P related.


WINFREE ACADEMY: S&P Lowers Rating on $8.24MM Bonds to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on La Vernia Higher Education Finance Corp.,
Texas' $8.24 million series 2009 education revenue bonds, issued
on behalf of Winfree Academy Charter Schools. The outlook is
stable.

"The rating action reflects our view of significant worsening of
operations in fiscal 2010, an expectation of very marginal
operational profitability in budget 2011, a decline in operational
liquidity in fiscal 2010, and enrollment volatility and a limited
wait list," said Standard & Poor's credit analyst Kevin Holloran.

School officials used the 2009 bond proceeds to purchase a campus,
assume two loans related to other campuses, and make improvements
to those campuses.

Winfree Academy Charter Schools is a collection of open-enrollment
schools in Dallas County and Denton County.


WORLDGATE COMMUNICATIONS: Posts $4.6 Million Net Loss in Q1 2011
----------------------------------------------------------------
WorldGate Communications, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $4.6 million on $5.3 million of net
revenue for the three months ended March 31, 2011, compared with a
net loss of $2.8 million on $200,000 of net revenue for the same
period last year.   Revenue for the three months ended March 31,
2011, includes $5,228,000 with related parties.

The Company's balance sheet at March 31, 2011, showed $9.7 million
in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $6.2 million.

As reported in the TCR on April 12, 2011, Marcum LLP, in New York,
expressed substantial doubt about WorldGate Communications'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses from operations, working capital
deficiencies and stockholders' deficit.

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

                       http://is.gd/QCSPTX

Trevose, PA, WorldGate Communications, Inc. (OTC BB: WGAT.OB)
designs and develops innovative digital video phones featuring
high quality, real-time, two-way video.


W.R. GRACE: IDOR Says Claims Valid in Absence of Tax Returns
------------ -----------------------------------------------
W.R. Grace & Co. are asking the Bankruptcy Court to disallow The
Illinois Department of Revenue's Claim No. 150, filed on June 7,
2001, for $3,486,130 in unpaid withholding taxes, associated
penalties and prepetition interest.  The IDOR filed the claim
asserting that the Debtors failed to pay applicable payroll taxes
for tax years 1976 and 1984 through 1989.  Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, & Jones LLP, in Wilmington,
Delaware, counsel to the Debtors, note that applicable Illinois
law bars those claims if IDOR fails to notify a taxpayer within
three years of the proposed tax deficiency.

Ina response, Lisa Madigan, Illinois Attorney General, tells Judge
Judith Fitzgerald that the Illinois Department of Revenue filed a
withholding tax claim for various quarters in 1976 and 1984
through 1989.  She asserts that the claim was filed because,
according to IDOR's records, W.R. Grace failed to file withholding
tax returns or remit the related taxes during 1976 and, after
doing so during the intervening years, again failed to file
withholding tax returns of remit the taxes during the period from
1984 through 1989.

Based on the Debtor's failure to file returns and pay the related
taxes, IDOR estimated liability for these "open" quarters by
projecting liability from other tax periods for which returns were
filed and, based on this projected liability, filed Claim No. 150.

In their objection against the Claim, the Debtors contended that
the liability asserted in Claim No. 150 is unenforceable as IDOR
failed to issue Notices of Deficiency for these quarters within
the statute of limitations of Section 905(j) of the Illinois
Income Tax Act, Ms. Madigan notes.  She argues that while IDOR
acknowledges that it did not issue NODs, the Debtors misconstrue
the effect and application of the statute of limitations set forth
in the Illinois Income Tax Act.  She explains that Section 905(j)
applies to establish a statute of limitations in those situations
where the taxpayer filed returns.

Where a taxpayer fails to file returns, there is no statute of
limitations, Ms. Madigan asserts, and therefore, the Claim cannot
be disallowed on this basis.  Unless the Debtor files returns for
the "open" quarters or can demonstrate that it did not have
Illinois employees during these quarters, and therefore, had no
liability, the Court should allow IDOR's Claim as filed, she
insists.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Registers 2,100,000 Shares for Stock Incentive Plan
---------------------------------------------------------------
In a Form S-8 filed with the U.S. Securities and Exchange
Commission on April 28, 2011, W.R. Grace & Co. registered
2,100,000 shares of common stock with a proposed maximum aggregate
offering price of $85,470,000.  The number of shares represents
the maximum number of shares issuable under the W. R. Grace & Co.
2011 Stock Incentive Plan.

The validity of the Common Stock offered in the Registration
Statement will be opined upon by Mark A. Shelnitz, Esq., vice
president, general counsel and secretary of W. R. Grace & Co.  He
owns shares of the Company's Common Stock, and holds options to
purchase shares of the Common Stock under one or more of the
Company's stock incentive plans.  As an executive officer of the
Company, Mr. Shelnitz is eligible to be granted securities
pursuant to the Incentive Plan.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Officers Disclose Acquisition of Common Stock
------------ --------------------------------------------
In separate Forms 4 filed with the U.S. Securities and Exchange
Commission, these officers disclosed acquisition of shares of W.R.
Grace & Co. common stock:

  Officers             Designation                Shares
  --------             -----------                ------
  Alfred E. Festa      Chairman, President       264,290
                       and CEO

  Gregory E. Poling    Vice President             60,000

  D. Andrew Bonham     Vice President             50,000

  La Force Andrew      Senior Vice President      50,000
  Hudson III           and CFO

  Mark A. Shelnitz     Vice President, General    35,000
                       Counsel and Secretary

  Pamela K. Wagoner    Vice President & CHRO      30,000

The shares were granted to the officers at a regularly scheduled
Board of Directors meeting on May 5, 2011, pursuant to 2011-2013
Long Term Incentive Compensation Program previously approved by
the Bankruptcy Court.  Options become exercisable in three
substantially equal installments beginning on May 4, 2012; May 3,
2013; and May 5, 2014.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Liquidity, Covenant Problems Abating on Junk Debt
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the number of junk-rated companies experiencing
financial distress continues to decline, according to a May 18
report from Moody's Investors Service.  Moody's said its
liquidity-stress index declined in April to 4.1%, a level not seen
since March 2005. The index shrank 0.3% from the month before. The
index measures the percentage of junk-rated companies with the
weakest liquidity.  The high for the liquidity-stress index was
14.5% in October 2009.  A similar decline was seen among companies
under threat of violating loan covenants.  Moody's covenant-stress
index fell to 2.3% in April, the lowest since June 2005 when it
was 1.9%.  The covenant index's high was 17.3% in March 2009.


* Inherited Home, IRA Remain Exempted Assets
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Cecelia Morris in Poughkeepsie,
New York, came down on the side of individual bankrupts with
regard to an issue that divides lower courts.  In In re Cutignola,
Bankr. S.D.N.Y. Case No. 10-38888, the question deals with
whether property inherited from a spouse can be exempted.  A
husband and wife filed bankruptcy together.  The wife, who owned
their home in her own name, died during the bankruptcy.  In
addition to the house, the husband inherited her individual
retirement account.  Judge Morris disagreed with arguments made by
the trustee and followed rulings that concluded that a properly
tax-exempt IRA inherited from a deceased spouse is also exempt.


* Failure to Pay Taxes Alone Doesn't Prevent Discharge
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Cincinnati ruled on
May 16 that not paying taxes for almost 10 years isn't evidence by
itself of a willful attempt at tax evasion. Consequently, the
unpaid taxes were discharged in bankruptcy.  The case U.S. v.
Storey, 09-3848, U.S. 6th Circuit Court of Appeals (Cincinnati),
involved an individual who filed tax returns for the years 1994
through 2005 and failed to pay any taxes for seven of the years.
She filed under Chapter 7 in 2002 and received a discharge in
2004.  The government sued her in U.S. District Court in 2007
alleging that taxes for the years 1997 and earlier weren't
discharged.  The government relied on Section 523(a)(1)(C) of the
Bankruptcy Code, which says a tax debt isn't discharged when the
bankrupt "willfully attempted in any manner to evade or defeat
such tax."  The 6th Circuit in Cincinnati overturned a ruling by
the district judge.  The majority opinion, written by U.S.
District Judge Stephen J. Murphy, sitting by designation, said the
government failed to meet its burden of proof.  "Non-payment of
tax alone is not sufficient to bar discharge," Judge Murphy said.
At the same time, failure to pay is a "relevant consideration," he
said.


* Sullivan & Cromwell Settles Fee Fight With Ex-Partner
-------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Sullivan &
Cromwell LLP has settled with an ex-partner in its suit in
New York alleging he attempted to walk away with contingency fees
from the bankruptcy component of a recent settlement between BDO
USA LLP and Portugal-based Banco Espirito Santo International Ltd.

According to Law360, Steven W. Thomas, a partner with Thomas
Alexander & Forrester LLP and a former partner at Sullivan &
Cromwell, said his ex-firm filed a complaint in New York state
court after the settlement had been reached.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                      Total
                                           Total     Share-
                                Total    Working   Holders'
                               Assets    Capital     Equity
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------    -------    -------
ABSOLUTE SOFTWRE  ABT CN        116.3      (12.6)     (12.0)
ACCO BRANDS CORP  ABD US      1,094.2      293.1      (77.0)
ALASKA COMM SYS   ALSK US       609.8        6.3      (27.4)
AMER AXLE & MFG   AXL US      2,167.8       60.4     (415.4)
AMR CORP          AMR US     27,113.0   (1,028.0)  (3,949.0)
ANOORAQ RESOURCE  ARQ SJ      1,024.0       20.9      (77.0)
AUTOZONE INC      AZO US      5,765.6     (487.0)  (1,038.4)
BLUEKNIGHT ENERG  BKEP US       323.5      (85.8)     (35.1)
BOSTON PIZZA R-U  BPF-U CN      148.2        1.3     (100.1)
CABLEVISION SY-A  CVC US      8,962.9     (309.5)  (6,462.4)
CC MEDIA-A        CCMO US    16,938.6    1,644.2   (7,280.4)
CENTENNIAL COMM   CYCL US     1,480.9      (52.1)    (925.9)
CENVEO INC        CVO US      1,439.5      208.1     (333.5)
CHENIERE ENERGY   CQP US      1,776.3       24.4     (547.6)
CHENIERE ENERGY   LNG US      2,564.4       87.4     (509.7)
CHOICE HOTELS     CHH US        412.4       (1.9)     (49.0)
CINCINNATI BELL   CBB US      2,636.2        6.4     (650.4)
CLEVELAND BIOLAB  CBLI US        19.2      (10.1)      (9.7)
CLOROX CO         CLX US      4,051.0      (28.0)     (82.0)
COLUMBIA LABORAT  CBRX US        27.8       11.5       (2.6)
CUMULUS MEDIA-A   CMLS US       318.9       12.4     (324.4)
DENNY'S CORP      DENN US       296.8      (36.9)    (102.3)
DIRECTV-A         DTV US     20,593.0    2,813.0     (678.0)
DISH NETWORK-A    DISH US    10,280.6      705.1     (502.5)
DISH NETWORK-A    EOT GR     10,280.6      705.1     (502.5)
DOMINO'S PIZZA    DPZ US        487.4      167.9   (1,167.7)
DUN & BRADSTREET  DNB US      1,825.5     (321.8)    (615.8)
EASTMAN KODAK     EK US       5,882.0      954.0   (1,274.0)
EPICEPT CORP      EPCT SS        12.4        6.0       (6.0)
EXELIXIS INC      EXEL US       495.7      126.1      (68.7)
FRIENDFINDER NET  FFN US        551.9     (122.8)    (105.6)
GENCORP INC       GY US         989.6       83.8     (177.7)
GLG PARTNERS INC  GLG US        400.0      156.9     (285.6)
GLG PARTNERS-UTS  GLG/U US      400.0      156.9     (285.6)
GRAHAM PACKAGING  GRM US      2,943.5      313.1     (501.5)
HCA HOLDINGS INC  HCA US     23,809.0    2,719.0   (7,788.0)
HOVNANIAN ENT-B   HOVVB US    1,670.1    1,042.4     (401.3)
HUGHES TELEMATIC  HUTC US       108.8      (16.0)     (62.4)
IDENIX PHARM      IDIX US        54.9       19.6      (40.6)
INCYTE CORP       INCY US       459.6      315.8     (104.0)
IPCS INC          IPCS US       559.2       72.1      (33.0)
ISTA PHARMACEUTI  ISTA US       131.7        6.6     (161.7)
JUST ENERGY GROU  JE CN       1,760.9     (339.4)    (328.6)
KNOLOGY INC       KNOL US       823.7       42.7       (4.0)
LIN TV CORP-CL A  TVL US        797.4       38.6     (127.9)
LIZ CLAIBORNE     LIZ US      1,255.8      (26.5)    (124.5)
LORILLARD INC     LO US       3,590.0    1,290.0     (449.0)
MAINSTREET EQUIT  MEQ CN        453.0        -        (10.2)
MANNKIND CORP     MNKD US       254.8       26.2     (203.5)
MEAD JOHNSON      MJN US      2,465.4      572.3     (250.4)
MERITOR INC       MTOR US     2,675.0      205.0   (1,006.0)
MOODY'S CORP      MCO US      2,524.4      498.6     (223.2)
MORGANS HOTEL GR  MHGC US       692.8      205.1      (29.2)
NATIONAL CINEMED  NCMI US       796.4       74.0     (327.0)
NAVISTAR INTL     NAV US      9,279.0    2,002.0     (832.0)
NEXSTAR BROADC-A  NXST US       582.6       40.0     (181.2)
NPS PHARM INC     NPSP US       158.3      117.8     (159.7)
NYMOX PHARMACEUT  NYMX US        10.0        6.8       (3.3)
ODYSSEY MARINE    OMEX US        25.7      (12.0)      (8.1)
OTELCO INC-IDS    OTT US        319.2       22.4       (7.6)
OTELCO INC-IDS    OTT-U CN      319.2       22.4       (7.6)
PALM INC          PALM US     1,007.2      141.7       (6.2)
PDL BIOPHARMA IN  PDLI US       248.7     (161.6)    (371.2)
PLAYBOY ENTERP-A  PLA/A US      165.8      (16.9)     (54.4)
PLAYBOY ENTERP-B  PLA US        165.8      (16.9)     (54.4)
PRIMEDIA INC      PRM US        208.0        3.6      (91.7)
PROTECTION ONE    PONE US       562.9       (7.6)     (61.8)
QUALITY DISTRIBU  QLTY US       281.4       40.9     (124.4)
QUANTUM CORP      QTM US        431.0       97.9      (61.1)
QWEST COMMUNICAT  Q US       16,849.0   (2,828.0)  (1,560.0)
RADNET INC        RDNT US       556.6       11.0      (81.8)
REGAL ENTERTAI-A  RGC US      2,323.2     (114.5)    (541.6)
RENAISSANCE LEA   RLRN US        49.9      (36.6)     (31.4)
REVLON INC-A      REV US      1,105.5      132.7     (686.5)
RSC HOLDINGS INC  RRR US      2,817.4      (71.6)     (62.2)
RURAL/METRO CORP  RURL US       303.7       72.4      (92.1)
SALLY BEAUTY HOL  SBH US      1,707.0      418.5     (340.6)
SINCLAIR BROAD-A  SBGI US     1,571.2       60.4     (144.6)
SINCLAIR BROAD-A  SBTA GR     1,571.2       60.4     (144.6)
SMART TECHNOL-A   SMT US        546.2      173.7      (43.3)
SMART TECHNOL-A   SMA CN        546.2      173.7      (43.3)
SUN COMMUNITIES   SUI US      1,160.1        -       (111.7)
SWIFT TRANSPORTA  SWFT US     2,555.7      204.6       (9.8)
TAUBMAN CENTERS   TCO US      2,535.6        -       (512.8)
TEAM HEALTH HOLD  TMH US        832.2       44.8      (25.7)
THERAVANCE        THRX US       315.1      266.9      (27.8)
TOWN SPORTS INTE  CLUB US       460.0      (15.4)      (4.7)
UNISYS CORP       UIS US      2,949.3      547.6     (692.1)
UNITED RENTALS    URI US      3,692.0      123.0      (29.0)
US AIRWAYS GROUP  LCC US      8,217.0     (104.0)     (30.0)
VECTOR GROUP LTD  VGR US        924.6      294.8      (61.4)
VENOCO INC        VQ US         815.6        8.1      (21.6)
VERISK ANALYTI-A  VRSK US     1,286.4     (180.8)    (109.1)
VERSO PAPER CORP  VRS US      1,458.2      169.5      (49.2)
VIRGIN MOBILE-A   VM US         307.4     (138.3)    (244.2)
VONAGE HOLDINGS   VG US         251.7      (39.2)    (102.0)
WARNER MUSIC GRO  WMG US      3,617.0     (650.0)    (254.0)
WEIGHT WATCHERS   WTW US      1,126.0     (345.4)    (636.6)
WESTMORELAND COA  WLB US        788.0       (1.0)    (173.9)
WORLD COLOR PRES  WC CN       2,641.5      479.2   (1,735.9)
WORLD COLOR PRES  WCPSF US    2,641.5      479.2   (1,735.9)
WORLD COLOR PRES  WC/U CN     2,641.5      479.2   (1,735.9)


                           *********

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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