TCR_Public/110525.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 25, 2011, Vol. 15, No. 143

                            Headlines

2333 GRAND: Voluntary Chapter 11 Case Summary
303 SANTA: Case Summary & 2 Largest Unsecured Creditors
ACCREDITED HOME: Wins OK for Lone Star-Backed Liquidating Plan
ADINO ENERGY: Incurs $493,500 Net Loss in First Quarter
AEOLUS PHARMACEUTICALS: Reports $3.77-Mil. Profit in March 31 Qtr.

ALLY FINANCIAL: Amends Prospectus for Sale of Treasury's Shares
AMARU, INC: Posts $500,000 Net Loss in First Quarter
AMERICAN INT'L: Treasury Cuts Stake to 77% in Tuesday's Share Sale
AMERICAN PACIFIC: Christopher Barclay Appointed as Ch. 11 Trustee
AMERISAFE INC: A.M. Best Upgrades Debt Ratings to 'bb+'

AMTRUST FINANCIAL: Amends Plan of Reorganization
ANCHOR BANCORP: Fails to Comply with Nasdaq's Minimum Bid Price
ANGEL ACQUISITION: Delays Filing of 1st Quarter Form 10-Q
APOLLO MEDICAL: Incurs $156,000 Net Loss in Fiscal 2011
ARK DEVELOPMENT: Court OKs Shraiberg Ferrara as Bankruptcy Counsel

ASSET ACCEPTANCE: S&P Lowers Counterparty Credit Rating to 'B+'
ATLANTA MANDALAY: Case Summary & 13 Largest Unsecured Creditors
AVSTAR AVIATION: Reports $21,200 First Quarter Net Income
AXION INTERNATIONAL: Richard Rosenblum Holds 6.3% Equity Stake
BANK OF GRANITE: Seven Directors Elected at Annual Meeting

BANK OF NT BUTTERFIELD: Fitch Assigns Individual 'C/D' Rating
BANKATLANTIC BANCORP: Three Directors Elected at Annual Meeting
BARNES BAY: Committee Can Retain C.R. Hodge as its Foreign Counsel
BERNARD L MADOFF: Trustee Hits Banque Syz With $73-Million Suit
BIOPACK ENVIRONMENTAL: Delays First Quarter Financials

BLOCKBUSTER CANADA: Grant Thornton Initiates Sales Process
BONDS.COM GROUP: Delays Filing of First Quarter Form 10-Q
BRADKEN INC: S&P Withdraws 'B+' Corporate Credit Rating
BRIGHAM EXPLORATION: Prices $300 Million of Senior Notes
BROADCAST INT'L: Appoints Steven Ledger to Board of Directors

CALYPTE BIOMEDICAL: Delays Filing of 1st Quarter Financials
CAPITAL GROWTH: Gets OK for Asset Xfer to Pivotal in Most States
CAPSALUS CORP: Amend Forms 10-K and 10-Qs to Correct Errors
CARIBBEAN PETROLEUM: To Pay $8.2 Million for Blast Site Cleanup
CARIBE MEDIA: S&P Withdraws 'D' CCR Following Bankruptcy Filing

CASCADE BANCORP: Again Amends Prospectus for 44.5MM Shares
CASPIAN SERVICES: Posts $2.1 Million Net Loss in March 31 Quarter
CATASYS, INC: Incurs $1.95 Million First Quarter Net Loss
CELL THERAPEUTICS: Board OKs Adjustments to 2009 Rights Pact
CENTRAL PACIFIC: Fitch Upgrades IDRs to 'B+' from 'B-'

CHAMPION ENTERPRISES: Plan of Liquidation Declared Effective
CHRYSLER LLC: Repays Loans to U.S. and Canadian Governments
COLONIAL BANCGROUP: Court Denies Chapter 11 Plan Confirmation
COMCAM INTERNATIONAL: Posts $554,000 First Quarter Net Loss
COMMERCIAL TRAVELERS: A.M. Best Cuts FSR to 'B'; Outlook Stable

COMSTOCK MINING: Incurs $2.38-Mil. First Quarter Net Loss
CONSTAR INT'L: Court Confirms Amended Plan of Reorganization
CULLIGAN INTERNATIONAL: S&P Junks Corporate Credit Rating
CYTOMEDIX INC: Posts $1.4MM Loss in Q1 2011; Warns of Bankruptcy
DA-LITE SCREEN: S&P Withdraws 'B' CCR on Tender Offer Completion

DAIS ANALYTIC: Posts $3.3 Million Net Loss in First Quarter
DAIS ANALYTIC: Leonard Samuels Discloses 32.9% Equity Stake
DEEP DOWN: Delays Filing of First Quarter Form 10-Q
DELTATHREE, INC: Reports $28,000 Net Income in First Quarter
DOLPHIN ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors

DOUGLAS SQUARE: Case Summary & 9 Largest Unsecured Creditors
E*TRADE FINANCIAL: DBRS Assigns 'B' Rating to Unsec. Sr. Notes
E-DEBIT GLOBAL: Initiates Switching Transition to Digital
ENCINO CORPORATE: Files Schedules of Assets & Liabilities
ENCINO CORPORATE: Section 341(a) Meeting Scheduled for June 1

ENCINO CORPORATE: Taps Levene Neale as Bankruptcy Counsel
ENCORIUM GROUP: Delays Filing of First Quarter Financials
ENERJEX RESOURCES: Delays Filing of First Quarter Form 10-Q
ENVIRONMENTAL SOLUTIONS: Warns of Bankruptcy or Insolvency
EVERGREEN ENERGY: Provides Updates on 2011 Corporate Objectives

FIRST COMMUNITY BANK: Bank to Merge With Community Bank & Company
FLINT TELECOM: Delays Filing of March 31 Form 10-Q
FLORIDA GAMING: Incurs $1.73 Million First Quarter Net Loss
FNB UNITED: Delays Filing of First Quarter Form 10-Q
FOREVERGREEN WORLDWIDE: Posts $342,800 Net Loss in Q1 2011

FUSION TELECOMMUNICATIONS: Q1 Net Loss from Ops. at $2.1-Mil.
GAMETECH INTERNATIONAL: Kevin Painter Appointed Board Chairman
GATORLAND CROSSINGS: Case Summary & 5 Largest Unsecured Creditors
GENERAL MARITIME: Authorized Common Shares Hiked to $390 Million
GENERAL MOTORS: Moody's Rates Senior Unsecured Notes at 'B1'

GENTA INC: Reports $513,000 Net Income in First Quarter
GLC LIMITED: Wants to Sell Miscellaneous Inventory for $250,000
GUIDED THERAPEUTICS: Incurs $726,000 First Quarter Net Loss
HAWKS PRAIRIE: Selling Commercial Real Property for $27-Mil.
HERTZ CORP: DBRS Puts 'BB' Issuer Rating Under Review Developing

IDO SECURITY: Delays Filing of First Quarter Form 10-Q
IMAGE METRICS: Reports $689,000 Net Income in March 31 Quarter
IMR CONTRACTOR: Case Summary & 20 Largest Unsecured Creditors
INDIANA ASSETS: Case Summary & 2 Largest Unsecured Creditors
INNKEEPERS USA: Files Reorganization Plan, Disclosure Statement

INTEGRATED BIOPHARMA: Incurs $876,000 Net Loss in March 31 Qtr.
INTERMETRO COMMUNICATIONS: Reports $2MM Net Income in Q1 2011
INTERNATIONAL ENERGY: Amends Schedules of Assets & Liabilities
INTERNATIONAL ENERGY: Wins OK for McIntyre Panzarella as Counsel
INTERNATIONAL FUEL: Posts $523,300 Net Loss in First Quarter

IVAX DIAGNOSTICS: Posts $1 Million Net Loss in March 31 Quarter
IVOICE INC: Delays Filing of First Quarter Form 10-Q
J PASS: Case Summary & 15 Largest Unsecured Creditors
JACKSON HEWITT: Files for Bankruptcy Protection
JOHN D OIL: Incurs $554,950 First Quarter Net Loss

JUMA TECHNOLOGY: Adam Benowitz Discloses 83.1% Equity Stake
JUNIPER GROUP: Incurs $4.16 Million First Quarter Net Loss
JVC HOMES: Case Summary & 20 Largest Unsecured Creditors
KB HOME: Moody's Downgrades CFR to 'B2'; Outlook Stable
KEYUAN PETROCHEMICALS: Receives NASDAQ Delinquency Notice

KINGSWAY AMIGO: A.M. Best Withdraws 'C++' Fin'l Strength Rating
KT SPEARS: Files List of 20 Largest Unsecured Creditors
LA JOLLA: Incurs $6.51-Mil. First Quarter Net Loss
LA JOLLA: Has 13.53 Million Issued and Outstanding Common Shares
LAKE PLEASANT: Files Schedules of Assets and Liabilities

LIBERTY BANKERS: A.M. Best Places 'B' FSR Under Review
LIBERTY MEDIA: S&P Keeps 'BB-' Rating on CreditWatch Developing
LIQUIDMETAL TECHNOLOGIES: Incurs $9.19-Mil. 1st Qtr. Net Loss
LITHIUM TECHNOLOGY: Delays First Quarter Form 10-Q
LOCATEPLUS HOLDINGS: Incurs $224,260 Net Loss in 1st Quarter

LONGVIEW POWER: Moody's Rates Secured Credit Facilities at 'B3'
MAJESTIC TOWERS: Has Interim Access True North's Cash Collateral
MASTER SILICON: Incurs $177,621 Net Loss in March 31 Quarter
MAYA ASSURANCE: A.M. Best Cuts Financial Strength Rating to 'D'
MEDICAL CONNECTIONS: Posts $867,400 Net Loss in March 31 Quarter

MEDPACE INC: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
MEDPACE INC: Moody's Assigns 'B2' CFR; Outlook Stable
METROPARK USA: Has Interim Access to Wells Fargo's Cash Collateral
MGM RESORTS: To Sell 760MM Shares at HK$12.36-HK$15.34 Apiece
MIT HOLDING: Delays Filing of First Quarter Form 10-Q

MONEYGRAM INT'L: Request for Injunction in "Pittman" Suit Denied
MONEYGRAM INT'L: Stockholders OK 2005 Incentive Plan Amendments
MONTPELIER RE HOLDINGS: A.M. Best Affirms 'bb' Debt Ratings
MXENERGY HOLDINGS: Delays Filing of March 31 Form 10-Q
NEONODE INC: Incurs $9.72 Million Net Loss in March 31 Quarter

NET TALK.COM: Incurs $24.16 Million Net Loss in March 31 Quarter
NORCRAFT COMPANIES: Moody's Affirms B3 Rating; Outlook Stable
NORCRAFT HOLDINGS: S&P Puts 'B-' Rating on CreditWatch Positive
NORD RESOURCES: Incurs $2.27 Million Net Loss in March 31 Quarter
NORTEL NETWORKS: Buys Flagship Property in Telecom Corridor

NOWAUTO GROUP: Incurs $442,667 Net Loss in March 31 Quarter
NUMOBILE INC: Posts $750,700 Net Loss in March 31 Quarter
NXT NUTRITIONALS: Incurs $187,612 Net Loss in March 31 Quarter
ORANGE GROVE: Can Use Signal Walnut's Cash Collateral Until May 31
OUTSOURCE HOLDINGS: Files Schedules of Assets and Liabilities

OVERLAND STORAGE: Files Form 10-Q; Posts $3.3MM Loss in Fiscal Q3
PALM HARBOR: T. Smith Rescinds Resignation from Board of Directors
PARK CENTRAL: Has Interim Access to Lenders' Cash Collateral
PLATINUM ENERGY: Delays Filing of First Quarter Form 10-Q
PLATINUM STUDIOS: Delays Filing of First Quarter Form 10-Q

PRIUM SPOKANE: Wants Until June 17 to Propose Chapter 11 Plan
PROTEIN POLYMER: Files for Chapter 7 Protection
PURESPECTRUM, INC: Delays Filing of First Quarter Form 10-Q
QUANTUM CORP: Incurs $1.65 Million Net Loss in March 31 Quarter
QUICK-MED TECHNOLOGIES: Posts $611,900 Net Loss in March 31 Qtr.

RADIENT PHARMA: Settles with Noteholders for $10MM in Shares
RADIENT PHARMA: Delays Filing of March 31 Form 10-Q
RASER TECHNOLOGIES: Creditors Merrill Lynch Wants DIP Loan Denied
RASER TECHNOLOGIES: Wants to Linden-Led Auction for Equity Sponsor
REGENCY ENERGY: Moody's Rates Proposed $500-Mil. Notes at 'B1'

RURAL/METRO CORP: S&P Lowers CCR to 'B' on Warburg Acquisition
SARDIS DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors
SAVANNA ENERGY: DBRS Gives Final 'B' Rating to Sr. Unsec. Notes
SEAHAWK DRILLING: Shareholders Want to Sue Ex-Owner Over Spinoff
SEAHAWK DRILLING: Files Chapter 11 Plan, Disclosure Statement

SECUREALERT INC: Incurs $2.51 Million Net Loss in 1st Quarter
SENSATA TECHNOLOGIES: Waives Certain Conditions to Tender Offers
SENSATA TECHNOLOGIES: Subsidiary Refinances Existing Indebtedness
SIMON WORLDWIDE: Incurs $490,000 Net Loss in First Quarter
SINOBIOMED INC: Delays Filing of 1st Quarter Report

SOLUTIONS, INC: Case Summary & 20 Largest Unsecured Creditors
SPHERIX INC: Regains Compliance With NASDAQ Listing Rule
SPJST: A.M. Best 'B' Affirms Financial Strength Rating
STERLING ESTATES: Seeks to Employ Bauch & Michaels as Counsel
STRATUS MEDIA: Incurs $1.71 Million First Quarter Net Loss

SUGARHOUSE HSP: S&P Gives 'B-' Rating to $235MM Sr. Secured Notes
T3 MOTION: Delays Filing of First Quarter Form 10-Q
T3 MOTION: Increases Size of Public Offering to $11.1 Million
TELKONET INC: Incurs $982,478 Net Loss in March 31 Quarter
TELTRONICS INC: Delays Filing of First Quarter Form 10-Q

TEXAS STATE: S&P Lowers Long-term Rating on 2002A Bonds to 'D'
TRA TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
TOWNSENDS INC: Committee Wants Claims Satisfied Thru $15.6MM Fund
TRAILER BRIDGE: Moody's Downgrades CFR to Caa2; Outlook Negative
TRANS ENERGY: Delays Form 10-Q as CFO Resigned April

TRANS-LUX CORPORATION: Incurs $1.67-Mil. Net Loss in March Qtr.
TRANS-LUX CORPORATION: GAMCO Asset Discloses 3.58% Equity Stake
TREY RESOURCES: Delays Filing of Quarterly Report on Form 10-Q
TRICO MARINE: Judge Clears Chapter 11 Plan for Creditor Vote
ULURU INC: Posts $1.2 Million Net Loss in March 31 Quarter

UNIVERSAL BIOENERGY: Delays Filing of Quarterly Report
US AIRWAYS: Fitch Affirms Issuer Default Rating at 'CCC'
VERTICAL COMPUTER: Reports $52,955 Net Income in March 31 Quarter
VIASPACE INC: Incurs $767,000 Comprehensive Loss in March Quarter
VIEW SYSTEMS: Posts $106,000 Net Loss in First Quarter

VYTERIS, INC: Delays Filing of Quarterly Report on Form 10-Q
WACHOVIA BANK: DBRS Cuts Rating on Class O Notes to 'CC (sf)'
WASHINGTON MUTUAL: Hedge Funds, Shareholders Strike Deal
WYKA L.L.C.: Case Summary & 20 Largest Unsecured Creditors
YRC WORLDWIDE: Executes $400MM ABL Facility with Morgan Stanley

YRC WORLDWIDE: Proposes Fin. Restructuring to Improve Liquidity
YRC WORLDWIDE: Has Deal With Creditors to Provide Equity Share

* ABI Poll: Debt Buyers Expect Same Recovery as Original Claimants

* Upcoming Meetings, Conferences and Seminars


                            *********


2333 GRAND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 2333 Grand Avenue Housing Devel. Fund Corp.
        2333 Grand Avenue
        Bronx, NY 10468

Bankruptcy Case No.: 11-12388

Chapter 11 Petition Date: May 19, 2011

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

Judge: Martin Glenn

Debtor's Counsel: Gerard M. Karlen, Esq.
                  420 Lexington Avenue, Suite 300
                  New York, NY 10170
                  Tel: (212) 867-0303
                  Fax: (212) 986-1952
                  E-mail: gmk1059@yahoo.com

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Eileen Peralta, president.


303 SANTA: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 303 Santa Fe Dr Properties, LLC
        303 Santa Fe Drive
        Encinitas, CA 92024

Bankruptcy Case No.: 11-08355

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Richard S. Van Dyke, Esq.
                  VAN DYKE & ASSOCIATES, APLC
                  4660 La Jolla Village Drive, Suite 1070
                  San Diego, CA 92122
                  Tel: (858) 558-8475
                  Fax: (858) 356-5584
                  E-mail: rsvandyke@vdalaw.com

Scheduled Assets: $1,817,932

Scheduled Debts: $2,700,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/casb11-08355.pdf

The petition was signed by Gil Q. Galloway, manager.


ACCREDITED HOME: Wins OK for Lone Star-Backed Liquidating Plan
--------------------------------------------------------------
American Bankruptcy Institute reports that Accredited Home Lenders
Holding Co. will liquidate its assets through a plan funded by
parent company Lone Star Fund V (U.S.) LP.

Bill Rochelle, Bloomberg News' bankruptcy columnist, reported that
according to the explanatory Disclosure Statement, the Debtors and
their advisors expect unsecured creditors and operating companies
to receive significant recoveries that very well may reach 100%
and expect unsecured creditors of the holding company to receive
recoveries of approximately 65%.  At the beginning of the cases in
May 2009, the Debtors and their advisors expected returns of 5% to
10% to unsecured creditors.  The housing crisis had increased the
Debtors' liabilities while depleting the value of the Debtors'
remaining assets, and the Debtors were faced with the prospect of
initiating and funding prolonged, expensive and risky litigation
to increase recoveries to creditors.

                        About Accredited Home

San Diego, California-based Accredited Home Lenders Holding Co. --
http://www.accredhome.com/-- was a mortgage banker servicing U.S.
markets for conforming and non-prime residential mortgage loans
operating throughout the U.S. and in Canada.  Accredited sold its
mortgage-servicing business in July 2009 as part of its
bankruptcy.

Accredited Home Lenders and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 09-11516) on May 1, 2009.
Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T.
Moore, Esq., at Hunton & William LLP, serve as the Debtors'
bankruptcy counsel.  Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as Delaware counsel.  Kurtzman Carson Consultants
is the Debtors' claims agent.  Andrew I Silfen, Esq., Schuyler G.
Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New
York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in
Washington, DC, represent the official committee of unsecured
creditors as co-counsel.  Neil R. Lapinski, Esq., and Shelley A.
Kinsella, Esq., at Elliott Greenleaf, represent the Committee as
Delaware and conflicts counsel.

Accredited Home Lenders estimated its assets at $10 million to
$50 million and its debts at $100 million to $500 million in
its Chapter 11 petition.


ADINO ENERGY: Incurs $493,500 Net Loss in First Quarter
-------------------------------------------------------
Adino Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $493,472 on $486,203 of total revenues for the three
months ended March 31, 2011, compared with net income of $129,867
on $655,967 of total revenues for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$3.36 million in total assets, $6.30 million in total liabilities,
and a $2.94 million total stockholders' deficit.

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

                        http://is.gd/x8oVoK

                         About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.

The Company reported a net loss of $277,802 on $2.00 million of
total revenues for the year ended Dec. 31, 2010, compared with net
income of $23,029 on $2.18 million of total revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.74 million
in total assets, $6.24 million in total liabilities, and a
$2.50 million shareholders' deficit.

As reported by the TCR on April 8, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations and
maintains a working capital deficit.


AEOLUS PHARMACEUTICALS: Reports $3.77-Mil. Profit in March 31 Qtr.
------------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $3.77 million on $785,000 of miscellaneous income
for the three months ended March 31, 2011, compared with net
income of $6.91 million on $0 of miscellaneous income for the same
period during the prior year.  The Company also reported a net
loss of $3.84 million on $1.12 million of miscellaneous income for
the six months ended March 31, 2011, compared with a net loss of
$8.35 million on $0 of miscellaneous income for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed
$2.59 million in total assets, $30.57 million in total
liabilities, and a $27.98 million total stockholders' deficit.

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

                        http://is.gd/oeByOE

                   About Aeolus Pharmaceuticals

Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.  AEOL 10150 is a patented,
small molecule catalytic antioxidant that mimics and thereby
amplifies the body's natural enzymatic systems for eliminating
reactive oxygen species, or free radicals.  Studies funded by the
National Institutes for Health are currently underway evaluating
AEOL 10150 as a treatment for exposure to radiation, sulfur
mustard gas and chlorine gas.  A second compound, AEOL 11207, has
demonstrated efficacy in animal models of Parkinson's disease and
is currently being evaluated as a potential treatment for
epilepsy.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses, negative cash flows from
operations and management believes the Company does not currently
possess sufficient working capital to fund its operations past the
second quarter of fiscal 2012.

The Company reported a net loss of $25.9 million, which included a
non-cash charge of $21.3 million related to increases in the fair
value of warrants, for fiscal 2010, compared with a net loss of
$2.3 million for fiscal 2009.  The Company did not generate any
revenue during fiscal 2010 or fiscal 2009.


ALLY FINANCIAL: Amends Prospectus for Sale of Treasury's Shares
---------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to Form S-1 registration statement
relating to the United States Department of Treasury's offering
of [     ] shares of common stock of Ally Financial Inc.  Ally
Financial Inc. will not receive any of the proceeds from the sale
of shares of common stock by the selling stockholder.

The Company intends to apply to list the common stock on the New
York Stock Exchange under the symbol "ALLY".

Concurrently with this offering, Treasury is also making a public
offering of [     ] tangible equity units issued by the Company.
Treasury has granted the underwriters of that offering the right
to purchase up to [     ] additional Units to cover over-
allotments, if any, at the public offering price of the Units,
less the underwriters' discount for the Units, within 30 days from
the date of the prospectus for the concurrent Units offering.  The
closing of the offering of Units is conditioned upon the closing
of the offering of the Company's common stock, and the closing of
the offering of the Company's common stock is conditioned upon the
closing of the offering of Units.

A full-text copy of the amended preliminary prospectus is
available for free at http://is.gd/7qQoTK

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMARU, INC: Posts $500,000 Net Loss in First Quarter
----------------------------------------------------
Amaru, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $500,013 on $3,143 of revenue for the three months
ended March 31, 2011, compared with a net loss of $423,545 on
$5,598 of revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed $3.1 million
in total assets, $3.4 million in total liabilities, and a
stockholders' deficit of $343,026.

As reported in the TCR on April 26, 2011, Mendoza Berger &
Company, LLP, in Irvine, California, expressed substantial doubt
about Amaru, Inc.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has sustained accumulated losses from
operations totaling $38.5 million at Dec. 31, 2010.

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

                       http://is.gd/RqGsy0

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.


AMERICAN INT'L: Treasury Cuts Stake to 77% in Tuesday's Share Sale
------------------------------------------------------------------
The Wall Street Journal's Serena Ng and Randall Smith report that
American International Group Inc. and the U.S. Treasury sold $8.7
billion in shares Tuesday in a landmark stock offering that eked
out a small profit for taxpayers and began the government's exit
from the insurer 2-1/2 years after its bailout.

According to the Journal, AIG and the Treasury sold 300 million
shares at $29 apiece, putting U.S. taxpayers in line to recoup at
least $5.8 billion and reducing the government's stake in the
insurer to 77% from 92%.  More shares may be sold in the coming
days, which could lower U.S. ownership in AIG to around 74%.

The Journal notes the sale price was slightly higher than
Treasury's effective "breakeven" price of about $28.73 per AIG
share, meaning the government reaped a profit of roughly $54
million on the first leg of its share sales.

The Journal notes Officials had anticipated large profits for
taxpayers last year when AIG shares were trading far higher, but
recent weakness in AIG's stock left little room for the government
to make money.

AIG is aiming to return to independence in 2012.

The AIG offering is being led by Bank of America Corp.'s Bank of
America Merrill Lynch, Deutsche Bank AG, Goldman Sachs Group Inc.,
and J.P. Morgan Chase & Co.  Their fee of roughly 0.5 percentage
point for the offering is low, reflecting the U.S. government's
role in the deal.  Most big initial public offerings carry fees of
closer to 3%.

                          About AIG Inc.

American International Group, Inc. -- http://www.aig.com/-- is an
insurance organization with operations in more than 130 countries
and jurisdictions.  AIG companies provide life insurance and
retirement services in the United States.  AIG operates in three
segments: Chartis, SunAmerica Financial Group (SunAmerica) and
Financial Services.  Its property and casualty operations are
conducted through multiple line companies writing all commercial
and consumer lines both domestically and abroad.  SunAmerica
offers a suite of products and services to individuals and groups,
including term life, universal life, accident and health, fixed
and variable deferred annuities, fixed payout annuities, mutual
funds and financial planning.  AIG's financial services businesses
engages in commercial aircraft leasing through International Lease
Finance Corporation and the remaining Capital Markets portfolios
through AIG Financial Products Corp. and AIG Trading Group Inc.
and their respective subsidiaries.  AIG common stock is listed on
the New York Stock Exchange, as well as the stock exchanges in
Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


AMERICAN PACIFIC: Christopher Barclay Appointed as Ch. 11 Trustee
-----------------------------------------------------------------
Christopher R. Barclay has been named Chapter 11 trustee for
American Pacific Financial Corporation.

On May 12, 2011, Bankruptcy Judge Bruce A. Markell ordered for an
appointment of a Chapter 11 trustee.

August B. Landis, the Acting U.S. Trustee for Region 17, asked for
the appointment of a Chapter 11 trustee in the bankruptcy case of
the Debtor.  The U.S. Trustee explained that Larry R. Polhill, the
Debtor's representative, president, director, 100% equity owner,
and a creditor for $442,554, withheld material information from
Paul Hazell, a creditor of American Pacific, concerning notes
received for Mr. Hazell's investment.  According to the U.S.
Trustee, Mr. Pohill told Mr. Hazell and his wife that one of
their notes was secured by the assets of U.S. Plastic Lumber Corp.
and another note was secured by real property, but failed to tell
them that USPL had recently filed bankruptcy, and that the real
property was subject to a secured claim that was in default.

                  About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-27855) on Sept. 21, 2010.
Kaaran Thomas, Esq., and Ryan J. Works, Esq., at McDonald Carano
Wilson, LLP, in Las Vegas, Nevada, represent the Debtor.  The
Company disclosed $16,597,647 in assets and $160,977,435 in
liabilities as of the Chapter 11 filing.

As reported in the TCR on April 27, 2011, August B. Landis, the
Acting U.S. Trustee for Region 17, asked the U.S. Bankruptcy Court
for the District of Nevada to appoint a Chapter 11 trustee in the
bankruptcy case of American Pacific Financial Corporation.

The hearing on the Motion was set for April 18, 2011, but the
Court rescheduled it to May 4, 2011 at 9:30 a.m.


AMERISAFE INC: A.M. Best Upgrades Debt Ratings to 'bb+'
-------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to A
(Excellent) from A- (Excellent) and issuer credit ratings (ICR) to
"a" from "a-" of Amerisafe Insurance Group (Amerisafe) and its
pool members. Amerisafe includes American Interstate Insurance
Company, Silver Oak Casualty, Inc. and American Interstate
Insurance Company of Texas (Austin, TX); all are operating
subsidiaries of AMERISAFE, Inc. [NASDAQ: AMSF].  Concurrently,
A.M. Best has upgraded the ICR to "bbb" from "bbb-" and debt
ratings to "bb+" from "bb" of AMERISAFE, Inc.  The outlook for all
ratings has been revised to stable from positive.  All companies
are headquartered in DeRidder, LA, unless otherwise specified.
(See below for a detailed listing of the debt ratings.)

These rating actions reflect Amerisafe's excellent capitalization,
strong operating profitability, which has outperformed the peer
composite over the long term, and the group's established market
presence and experience operating in a workers' compensation
market for high hazard risks.  Amerisafe's solid operating
performance has been driven by its strong underwriting results
given management's adherence to prudent underwriting and pricing
discipline, focused loss control and safety programs and active
claims management, which have allowed for favorable calendar year
reserve development trends in recent years.

These positive rating factors are somewhat offset by Amerisafe's
product concentration and pockets of adverse loss reserve
development, which caused earnings volatility in earlier years.
The stable outlook reflects A.M. Best's expectation that operating
results will remain strong and will contribute towards maintaining
solid capitalization that is well supportive of Amerisafe's
ratings.

The following debt ratings have been upgraded:

AMERISAFE, Inc.-
-- to "bb+" from "bb" on $25.8 million subordinated trust
preferred securities, due 2034
-- to "bb+" from "bb" on $10.3 million subordinated trust
preferred securities, due 2034


AMTRUST FINANCIAL: Amends Plan of Reorganization
------------------------------------------------
BankruptcyData.com reports that AmTrust Financial filed with the
U.S. Bankruptcy Court an Amended Joint Plan of Reorganization and
related Disclosure Statement.

According to the Disclosure Statement, the AmFin Plan incorporates
a proposed compromise and settlement regarding the holders of the
senior notes claims.  holders of the senior notes claims have
agreed to (a) be treated as holders of unsecured claims against
AFC, (b) have any liens, security interests, mortgages or
guaranties be disregarded for all purposes under the AmFin Plan,
and (c) the substantive consolidation of the Debtors' estates
pursuant to the AmFin Plan.  In consideration for such agreements
by the holders of the senior notes claims, the Debtors have agreed
that the senior notes claims will be deemed Allowed in the
aggregate amount of $100,763,415.  In addition, the Debtors have
agreed not to object to any claims filed by (i) the holders of the
senior notes, or their professionals or (ii) the Bank of New York
Mellon, as collateral agent for the Senior Notes, or its
professionals, for substantial contribution under Section 503(b)
of the Bankruptcy Code up to an aggregate amount of $950,000."

On the Effective Date of the AmFin Plan, the assets of each of the
Debtors' bankruptcy estates will revest in the Reorganized Debtors
free and clear of all liens and other encumbrances.  Thereafter,
the Reorganized Debtors will operate their businesses free of the
restrictions contained in the Bankruptcy Code and will implement
the terms of the AmFin Plan. The Reorganized Debtors are expected
to remain in existence until their assets have been wholly
converted to cash or abandoned, and all costs and expenses
incurred in administering the AmFin Plan have been fully paid and
all remaining proceeds have been distributed in accordance with
the AmFin Plan.

                       About AmTrust Financial

AmTrust Financial Corp (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.
The debtor subsidiaries include AmFin Real Estate Investments,
Inc., formerly AmTrust Real Estate Investments, Inc. (Case No. 09-
21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors in
the Chapter 11 cases.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management estimated $100 million to $500 million in
assets and liabilities in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


ANCHOR BANCORP: Fails to Comply with Nasdaq's Minimum Bid Price
---------------------------------------------------------------
Anchor BanCorp Wisconsin Inc., on May 13, 2011, received a letter
from The Nasdaq Stock Market stating that it no longer complies
with Nasdaq Marketplace Rule 5450(a)(1) because the bid price of
the Company's common stock closed below the required minimum $1.00
per share for the previous 30 consecutive business days (March 30,
2011 through May 12, 2011).  The letter also indicated that, in
accordance with Marketplace Rule 5810(c)(3)(A), the Company has a
period of 180 calendar days, until Nov. 9, 2011, to regain
compliance with Rule 5450(a)(1).  If at any time before Nov. 9,
2011, the bid price of the Company's common stock closes at $1.00
per share or more for a minimum of 10 consecutive business days,
Nasdaq will notify the Company that it has regained compliance
with Rule 5450(a)(1).  In the event the Company does not regain
compliance with Rule 5450(a)(1) prior to the expiration of the
180-day period, Nasdaq will notify the Company that its common
stock is subject to delisting.  The Company may appeal the
delisting determination to a Nasdaq hearing panel.  At such
hearing, the Company would present a plan to regain compliance and
Nasdaq would then subsequently render a decision.  The Company is
currently evaluating its alternatives to resolve the listing
deficiency.

                       About Anchor Bancorp

Headquartered in Madison, Wisconsin, Anchor Bancorp Wisconsin Inc.
(NASDAQ: ABCW) is a registered savings and loan holding company
incorporated under the laws of the State of Wisconsin.  The
Company is engaged in the savings and loan business through its
wholly owned banking subsidiary, AnchorBank, fsb.

AnchorBank, fsb was organized in 1919 as a Wisconsin chartered
savings institution and converted to a federally chartered savings
institution in July 2000.  AnchorBank, fsb is the third largest
depository institution headquartered in the state of Wisconsin and
its largest thrift in terms of assets.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 billion
in total assets, $3.59 billion in total liabilities, and a
$9.52 million stockholders' deficit.

"Management has proactively continued to address both problem
credits and the effect of the protracted recessionary impact in
its key markets and on its customers," said Chris Bauer, president
and chief executive officer Anchor Bancorp. and its banking unit.

As reported in the Troubled Company Reporter on July 5, 2010,
McGladrey & Pullen, LLP, in Madison, Wisconsin, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that at March 31,
2010, all of the subsidiary bank's regulatory capital amounts and
ratios are below the required levels and the bank is considered
"undercapitalized" under the regulatory framework for prompt
corrective action.  The subsidiary bank has also suffered
recurring losses from operations.  Failure to meet the capital
requirements exposes the Company's to regulatory sanctions that
may include restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.


ANGEL ACQUISITION: Delays Filing of 1st Quarter Form 10-Q
---------------------------------------------------------
Angel Acquisition Corp. 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
it did not provide its auditors with all of the information
necessary for the auditors to complete the review of the financial
statements prior to the date on which the Form 10-Q was required
to be filed.

                     About Angel Acquisition

Carson City, Nev.-based Angel Acquisition Corp. was incorporated
under the laws of the state of Nevada on March 10, 1999, under the
name Palomar Enterprises, Inc.  On February 5, 2008, the Company
changed its name to Angel Acquisition Corp. to properly reflect
the change in business direction.  The Company assists private
companies in the process of going public as well as being a
licensed mortgage broker and developer.

The Company's balance sheet at Dec. 31, 2010, showed $1.79 million
in total assets, $2.15 million in total liabilities, and a
$360,899 stockholders' deficit.

As reported by the TCR on April 13, 2011, Gruber & Company, LLC,
Lake Saint Louis, Missouri, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditor noted that the
Company has been unable to generate sufficient operating revenues
and has incurred operating losses.


APOLLO MEDICAL: Incurs $156,000 Net Loss in Fiscal 2011
-------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $156,331 on $3.89 million of revenue for the year ended
Jan. 31, 2011, compared with a net loss of $196,280 on
$2.44 million of revenue during the prior year.

The Company's balance sheet at Jan. 31, 2011, showed $1.25 million
in total assets, $1.34 million in total liabilities, and a $83,194
total stockholders' deficit.

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

                        http://is.gd/fjXODi

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Jan. 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of Jan. 31, 2010,
working capital of $1.07 million and cash flows used in operating
activities of $338,141.


ARK DEVELOPMENT: Court OKs Shraiberg Ferrara as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Ark Development/Oceanview LLC to employ Shraiberg,
Ferrara & Landau, P.A., as bankruptcy counsel:

          Philip J. Landau, Esq.
          Lenore M. Rosetto, Esq.
          SHRAIBERG, FERRARA & LANDAU, P.A.
          2385 NW Executive Center Drive, #300
          Boca Raton, FL 33431
          Telephone: (561) 443-0800
          Facsimile: (561) 998-0047
          E-mail: plandau@sfl-pa.com
                  lrosetto@sfl-pa.com

The firm will be paid at these rates:

          Legal assistants           $110
          Attorneys                  $225-$425
          Philip J. Landau, Esq.     $425

Mr. Landau, a partner at the firm, attests that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Pre-bankruptcy, the Debtor paid the firm a $25,000 retainer.
Isaac Kodsi, the Debtor's managing member or another guarantor,
will pay the firm an additional $25,000 by May 10, increasing the
retainer to $50,000.

                  About Ark Development/Oceanview

Ark Development/Oceanview LLC owns three pieces luxury homes in
Fort Lauderdale, Florida -- at 1431 North Atlantic Boulevard; 1427
North Atlantic Boulevard; and 1423 North Atlantic Boulevard.  All
three properties are in the final stages of the construction
process.  The Debtor estimates that the value of each property is
roughly $4 million.

Ark Development/Oceanview filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 11-20382) on April 18, 2011.  Judge John K.
Olson presides over the case.  It scheduled assets of $12,000,000
and debts of $9,772,531.


ASSET ACCEPTANCE: S&P Lowers Counterparty Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Asset Acceptance Capital Corp. (AACC), a debt collection
company, to 'B+' from 'BB-'. The outlook is negative. "We also
lowered our issue-level ratings on the company's existing
revolving credit facility and term loan B to 'BB' from 'BB+' and
withdrew our issue-level and recovery ratings on the company's
previously planned term loan B and revolving credit facility," S&P
stated.

"The change in our rating on AACC reflects our concerns about the
company's funding profile and financial flexibility, the Federal
Trade Commission's (FTC) investigation of AACC's debt-collection
practices, and its weak earnings performance," said Standard &
Poor's credit analyst Brendan Browne.

The company announced on May 17 that it was delaying its offering
of a new revolving credit facility and term loan B to give it more
time to "demonstrate improving operating performance." AACC
originally planned those offerings to refinance its existing
revolving credit facility and term loan B, which mature in June
2012 and June 2013. "Our previous rating incorporated our
expectation that the offerings would have been completed
sometime in May. Although we believe the company most likely will
complete an offering in 2011, the delay may indicate that it was
unable to issue debt at terms that it felt were reasonable. A
failure to refinance its existing debt -- particularly the
revolving credit facility -- at reasonable rates in the coming
months could impair the company's funding profile and ultimately
its profitability. An extended delay would likely force the
company to repay its existing revolver rather than use the
facility for purchasing receivables," S&P stated.

"In our view, the delay also means that AACC's ability to access
the capital markets has worsened. We believe that the FTC's
investigation of AACC and its recent weak earnings performance may
have caused investors' perception of the company to deteriorate
somewhat. The FTC began an investigation of the company's debt-
collection practices in February 2006.In April 2010, the FTC
sent AACC a proposed consent decree, saying that the company may
have violated certain collection laws. The FTC will likely seek to
require AACC to make certain operational changes and pay a cash
penalty. Although AACC believes the resolution of the matter will
be immaterial, there is significant uncertainty surrounding the
outcome. We believe an unfavorable outcome could further weaken
the company's ability to access the debt markets at terms it finds
acceptable. The FTC's investigation underlines the heightened
regulatory risk all debt-collection companies face," S&P said.

The outlook is negative. "We could lower our rating on AACC one or
more notches if it fails to refinance its debt within the next
several months. We could also lower the rating if AACC reaches a
resolution with the FTC that we believe will materially affect its
business or if its earnings worsen further. Although it is less
likely, we could raise the rating if a resolution with the
FTC proves immaterial and we believe the company has regained the
funding and earnings strength it exhibited before the most recent
recession," added S&P.


ATLANTA MANDALAY: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atlanta Mandalay, LLC
        P.O. Box 7930
        Saint Petersburg, FL 33734

Bankruptcy Case No.: 11-09689

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  PALM HARBOR LAW GROUP, P.A.
                  2997 Alternate 19, Suite B
                  Palm Harbor, FL 34683
                  Tel: (727) 797-7799
                  Fax: (727) 213-6933
                  E-mail: jstreuhaft@yahoo.com

Scheduled Assets: $1,050,975

Scheduled Debts: $6,557,935

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-09689.pdf

The petition was signed by James Hartley, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
J Pass II, LLC                        11-09687            05/20/11


AVSTAR AVIATION: Reports $21,200 First Quarter Net Income
---------------------------------------------------------
AvStar Aviation Group, Inc., filed its quarterly report on Form
10-Q, reporting net income of $21,183 for the three months ended
March 31, 2011, compared with a net loss of $601,441 for the same
period last year.

Revenues for the first quarter 2011 were $585,735 (consisting of
$584,442 in revenues from aviation operations and $1,293 in
revenues from oil and gas operations) compared to revenues of
$101,518 for the first quarter 2010 (consisting  of $100,428 in
revenues from  aviation operations and $1,090 in revenues  from
oil and gas operations).

"Financial results for the quarter ended March 31, 2011, are not
directly comparable to financial results for the quarter ended
March 31, 2010," the Company said in the filing.  "During
August 2010, we completed the acquisition of Twin Air Calypso
Limited, Inc. ("TAC Limited").  TAC Limited operates air carrier
and air charter services.  This acquisition appreciably affected
the financial results for the quarter ended March 31, 2011,
compared to the financial results for the quarter ended March 31,
2010."

The Company's balance sheet at March 31, 2011, showed
$1.11 million in total assets, $2.17 million in total liabilities,
and a stockholders' deficit of $1.06 million.

Clay Thomas, P.C., in Houston, expressed substantial doubt about
Avstar Aviation Group's ability to continue as a going concern
following the Company's 2010 results.  Mr. Thomas noted that the
Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves  a  level  of  revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital  requirements.

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

                       http://is.gd/fJ2aqo

Houston, Texas-based AvStar Aviation Group, Inc. (OTC QB: AAVG)
-- http://www.avstarinc.com/-- due to acquisitions, is now in two
aviation sectors, the  maintenance, repair and overhaul ("MRO") of
aircraft providing products and services for the general aviation
sector, and the charter air service business.


AXION INTERNATIONAL: Richard Rosenblum Holds 6.3% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Richard Rosenblum and his affiliates disclosed that
they beneficially own 1,534,980 shares of common stock of Axion
International Holdings, Inc., representing 6.3% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/Wrvjzl

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

As reported by the TCR on May 6, 2011, RBSM LLP, in New York,
expressed substantial doubt about Axion International's ability to
continue as a going concern, following its audit of the Company's
balance sheet as of Dec. 31, 2010, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the three month period ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses in the current year and also in the
past.

The Company's balance sheet at Dec. 31, 2010, showed $1.3 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $864,272.


BANK OF GRANITE: Seven Directors Elected at Annual Meeting
----------------------------------------------------------
At the annual meeting of stockholders on May 16, 2011, Bank of
Granite Corporation's stockholders elected seven directors:

   (1) Scott R. Anderson
   (2) John N. Bray
   (3) Joseph D. Crocker
   (4) Leila N. Erwin
   (5) Paul M. Fleetwood, III
   (6) Hugh R. Gaither
   (7) Boyd C. Wilson, Jr., CPA

The stockholders ratified the selection of Dixon Hughes Goodman
LLP as the Company's independent registered public accounting firm
for the fiscal year ending Dec. 31, 2011.

Moreover, the stockholders approved the amendment to the Company's
Restated Certificate of Incorporation to effect a one-for-ten
reverse stock split of the Company's issued and outstanding shares
of common stock and fix the authorized shares of the Company's
common stock at 2,500,000, such amendment to be effected prior to
Sept. 19, 2011, in the sole discretion of the Board without
further approval or authorization of the Company's stockholders.

                       About Bank of Granite

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

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

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

                      Cease and Desist Order

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

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

                       Going Concern Doubt

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

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


BANK OF NT BUTTERFIELD: Fitch Assigns Individual 'C/D' Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Bank of N.T. Butterfield & Son
Limited's (BNTB) long-term Issuer Default Rating (IDR) at 'A-' and
short-term IDR at 'F1'. The Rating Outlook is Stable. Fitch has
also withdrawn the 'F' Individual rating and assigned a new
Individual rating of 'C/D'.

BNTB's Individual rating of 'C/D' reflects its improving overall
financial condition tempered by its remaining challenges.
Currently, notable strengths include a liquid balance sheet and
solid capital ratios. Also, BNTB has greater revenue diversity
compared with many small banks due to its asset management, trust
and custody businesses. Concerns remain particularly regarding
weak profitability. After large losses in 2010, BNTB reported
small profits in the first quarter of 2011 (1Q'11). The
performance outlook is brightening owing to diminishing loan
portfolio problems and a gradually improving net interest margin
(NIM). However, BNTB's profitability is expected by Fitch to
remain comparatively weak at least in the near term. In addition,
BNTB is relatively small and geographically concentrated compared
with many international banks. The economy of BNTB's home market
of Bermuda has a large reliance on the insurance industry and to a
lesser extent, tourism.

In early 2010, BNTB suffered from large charges associated with
its portfolio of structured securities. Consequently, a
restructuring took place including the issuance of $550 million of
new equity and the sale of the bulk of the structured securities
portfolio. The recapitalization was led by the Carlyle Group and
CIBC. Currently, CIBC and the Carlyle Group are the largest
shareholders with ownership of 18.8% and 17.4%, respectively. Post
recapitalization, key management changes were made including CEO,
CFO and chief risk officer combined with the addition of new board
members with considerable banking expertise.

BNTB's long-term IDR is at its support floor of 'A-' based the
bank's systemic importance in Bermuda and the local government's
demonstrated support to preserve the financial stability of its
largest local bank. In March 2009, the Bermudian government
guaranteed the principal and dividend payments of the bank's $200
million preferred stock issuance. Consequently, the rating of this
particular issue remains in line with Bermuda's sovereign foreign
currency IDR of 'AA+', Stable Outlook.

IDRs could be adversely affected if Fitch's view of the
willingness and/or capacity of the Bermudian government to support
BNTB in the event of need changes. An upgrade of the Individual
rating is possible if BNTB establishes a track record of
profitability while maintaining solid liquidity and capital
strength. Conversely, a downgrade of the Individual rating could
occur in the event of significant deterioration of financial
performance, asset quality and/or capital position.

BNTB is the leading local bank in Bermuda with total assets of
just under $10 billion. BNTB's core strategy is to provide
community banking services in Bermuda, Barbados and Cayman as well
as wealth management services including asset management, private
banking and trust services. Assets under management total $6.1
billion including $2.5 billion of discretionary assets under
management (AUM) and $3.6 billion in the Butterfield funds (a mix
of money market, fixed income and equity funds).

Fitch has affirmed these ratings with a Stable Outlook:

Bank of N.T. Butterfield & Son

   -- Long-term IDR at 'A-';

   -- Short-term IDR at 'F1';

   -- Preferred stock at 'AA+';

   -- Subordinated debt at 'BBB+';

   -- Support rating at '1';

   -- Support floor at 'A-'.

Fitch has withdrawn the 'F' Individual rating and assigned this
rating:

   -- Individual rating 'C/D'.


BANKATLANTIC BANCORP: Three Directors Elected at Annual Meeting
---------------------------------------------------------------
The 2011 annual meeting of shareholders of BankAtlantic Bancorp,
Inc., was held on May 17, 2011.  The only proposal submitted to a
vote of the Company's shareholders at the meeting was the election
of three directors to the Company's Board of Directors, each to
serve for a term expiring at the Company's 2014 Annual Meeting of
Shareholders.  The three director nominees elected at the Annual
Meeting are Alan B. Levan, Keith Cobb and Bruno L. Di Giulian.

                   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'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.

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

                          *     *     *

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

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

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

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


BARNES BAY: Committee Can Retain C.R. Hodge as its Foreign Counsel
------------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Barnes Bay
Development, Ltd., et al., to retain C.R. Hodge & Associates as
its foreign counsel.

CRHA is expected to, among other things:

   a) provide legal advice regarding Anguillan law with respect
      to real estate issues and any other matters relevant to the
      case involving Anguillan law;

   b) assist the Committee in investigating the lien perfection of
      the prepetition lender and DIP lender; and

   c) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtors' businesses, potential claims,
      and any other matters relevant to the case, to the sale of
      assets or to the formulation of a plan of reorganization.

The hourly rates of CRHA's personnel are:

         Cora Richardson Hodge         $600
         Sherma Blaize                 $375
         Paraprofessionals             $150

CRHA related that it has not received a prepetition retainer from
the Debtors for its representation of the Committee.  Nor has CRHA
received any payments from the Debtors within the 90 day period
prior to the Petition Date.

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

                        About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Debtor disclosed $3,331,282 in
assets and $481,840,435 in liabilities as of the Chapter 11
filing.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The Debtors' Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as the Creditors Committee's financial advisors.


BERNARD L MADOFF: Trustee Hits Banque Syz With $73-Million Suit
---------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the trustee
overseeing the liquidation of Bernard L. Madoff's investment
advisory firm filed suit Friday in New York against Banque Syz &
Co. SA seeking more than $73 million the Swiss asset manager
allegedly received from the colossal Ponzi scheme.

Banque Syz channeled investor money through various feeder funds
to Bernard L. Madoff Investment Securities LLC and subsequently
received tens of millions of dollars in Ponzi payouts that belong
to Madoff's victims, according to the complaint obtained by
Law360.

                       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.


BIOPACK ENVIRONMENTAL: Delays First Quarter Financials
------------------------------------------------------
Biopack Environmental Solutions Inc. is unable to file, without
unreasonable effort and expense, its Form 10-Q Quarterly Report
for the period ended March 31, 2011, because its unaudited
financial statements for that period have not been completed.  As
a result, the Company's auditors have not yet had an opportunity
to complete their review of the unaudited financial statements.
It is anticipated that the Form 10-Q Quarterly Report, along with
the unaudited financial statements, will be filed on or before the
5th calendar day following the prescribed due date of the
Company's Form 10-Q.

                     About Biopack Environmental

Kowloon, Hong Kong-based Biopack Environmental Solutions Inc.
develops, manufactures, distributes and markets bio-degradable
food containers and disposable industrial packaging for consumer
products.  The Company supplies its biodegradable food containers
and industrial packaging products to multinational corporations,
supermarket chains and restaurants located across North America,
Europe and Asia.

The Company has a factory in Jiangmen City in the People's
Republic of China.

As reported by the TCR on April 26, 2011, Wong Lam Leung & Kwok
C.P.A. Limited, in Hong Kong, expressed substantial doubt about
Biopack Environmental's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss of $2.4 million for the year ended Dec. 31, 2010, and had an
accumulated deficit of $7.3 million and a working capital deficit
of $2.2 million as of Dec. 31, 2010.

The Company reported a net loss of $2.4 million on $364,417 of
revenue for 2010, compared with net income of $867,547 on $921,281
of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.0 million
in total assets, $3.0 million in total liabilities, and a
stockholders' deficit of $2.0 million.


BLOCKBUSTER CANADA: Grant Thornton Initiates Sales Process
----------------------------------------------------------
Blockbuster Canada Co.'s Receiver, Grant Thornton Limited, has
been authorized to initiate a process to identify parties
interested in purchasing Blockbuster Canada's assets and
operations.

On May 3, 2011, Grant Thornton Limited was appointed as Receiver
of Blockbuster Canada Co. pursuant to a Court Order made by the
Ontario Superior Court of Justice which made a further Order on
May 20, 2011 approving a sale process recommended by the Receiver.
While Blockbuster Canada will be consolidating certain stores in
the next few weeks, the majority of its stores are continuing to
operate in the ordinary course during the process.

"We appreciate the ongoing support of Blockbuster Canada's
customers, employees, suppliers and other stakeholders during this
period" said Michael Creber on behalf of Grant Thornton Limited.
"We are hopeful that the process approved last Friday will result
in resolution of the issues currently facing Blockbuster Canada
Co."

Grant Thornton Limited is a Canadian Member of Grant Thornton
International Ltd.


BONDS.COM GROUP: Delays Filing of First Quarter Form 10-Q
---------------------------------------------------------
Bonds.com Group, Inc., informed the U.S. Securities and Exchange
Commission that it is in the process of reviewing certain
significant transactions that relate to the recent capital raise
in February and March.  The Company's Form 10-Q is expected to be
filed not later than the fifth calendar day following the
prescribed due date.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company reported a net loss applicable to common stockholders
of $12.51 million on $2.71 million of revenue for the year ended
Dec. 31, 2010, compared with  a net loss applicable to common
stockholders of $4.69 million on $3.90 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $2.27 million
in total assets, $9.39 million in total liabilities and a
$7.12 million stockholders' deficit.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

"We have a history of operating losses since our inception in
2005, and have a working capital deficit of approximately
$4.4 million and an accumulated deficit of approximately
$28.6 million at Dec. 31, 2010, which together raises doubt about
the Company's ability to continue as a going concern," the Company
acknowledged in the Form 10-K.


BRADKEN INC: S&P Withdraws 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B+' corporate
credit rating on Kansas City, Mo.-based Bradken Inc. Subsequently,
S&P withdrew the ratings at the company's request. The outlook was
stable at the time of withdrawal.

The ratings reflect Bradken Inc.'s aggressive financial profile
and participation in the fragmented and highly cyclical U.S.
foundry industry.

The company, which had about $250 million in revenue in the 12
months ended Dec. 31, 2010, is a metal casting company that
provides steel and iron castings to industrial manufacturing
companies. Australia-based Bradken Ltd. acquired Bradken in August
2008. Bradken Ltd. recently refinanced its bank debt facilities
and used part of the proceeds to pay Bradken Inc.'s revolving line
of credit and term loan facility in full. The shared capital
structure will reflect the greater integration of Bradken into the
parent, providing support to the rating. Bradken also recently
defeased its 11% senior notes due 2011.


BRIGHAM EXPLORATION: Prices $300 Million of Senior Notes
--------------------------------------------------------
Brigham Exploration Company has priced an offering of $300 million
aggregate principal amount of its 6-7/8% senior notes due 2019 at
an offer price of 100%.  The size of the offering was increased
from the previously announced $250 million to $300 million.

Brigham intends to use the net proceeds from the Senior Notes
offering to fund portions of its 2011 and 2012 capital budgets and
for general corporate purposes.  Brigham expects the closing of
the Senior Notes offering to occur on May 19, 2011.

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'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.

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.

                         *     *     *

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."


BROADCAST INT'L: Appoints Steven Ledger to Board of Directors
-------------------------------------------------------------
Broadcast International announced the appointment of Steven Ledger
as a new member of its Board of Directors.  Mr. Ledger is the
Founder and Managing Partner at Tamalpais Partners LLC, a
principal investor in, and advisor to, emerging growth companies.
Steven has 27 years of experience as an investor in emerging
technology companies.  He previously served as co-founder and
managing partner of eCompanies Venture Group where he managed an
Internet focused, strategic venture capital fund whose investors
included Sprint, Disney, Earthlink and Sun America.   Successful
lead investments included Jamdat (acquired by Electronic Arts) and
Lower my Bills (acquired by Experian).  Prior to co-founding
eCompanies Venture Group, Mr. Ledger was the co-founder and
managing partner of Storie Partners, L.P., a technology focused
investment fund that provided early lead investment capital to
Earthlink Networks and SeeBeyond Technologies Corporation
(acquired by Sun Microsystems).  Prior to forming Storie Partners,
Mr. Ledger was a managing partner with Kayne Anderson Investment
Management.  He began his career at Fidelity Management and
Research as an equity research analyst and portfolio manager.
Ledger is a graduate of the University of Connecticut.

"Broadcast International is pleased to welcome Steve as a new
Board Member," said Rod Tiede, President and CEO of Broadcast
International.  "His extensive experience as an investor in and
advisor to emerging companies will serve as a key asset for BI as
we begin to execute against the exciting opportunities at BI
Networks, our digital signage network/managed enterprise video
services business and Codecsys, our emerging video optimization
software business."

"After working with Rod and the BI team as an advisor for the past
few months, it has become increasingly clear that both BI Networks
and Codecsys have unique approaches and solutions that address
large, emerging markets.  I am excited to be a member of the team,
working to create value for BI shareholders," stated Mr. Ledger.

Mr. Ledger replaces Mr. James E. Solomon who resigned as a
Director on May 12, 2011, to make a position available for Mr.
Ledger.  Mr. Solomon served on the Board of Directors since
September 2005.  He continues his service as Secretary and Chief
Financial Officer of the Company.

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc. installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported a net loss of $18.66 million on $7.31 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $13.38 million on $3.62 million of net sales during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$10.71 million in total assets, $26.63 million in total
liabilities, and a $15.92 million total stockholders' deficit.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern,
after auditing the Company's financial statements for the year
2009.  The independent auditors noted that the Company has
incurred recurring losses from operations and has a deficit in
stockholders' equity and working capital.  The audit report for
the Company's financial statements for the end of 2010 did not
contain a going concern qualification from the auditor.

The Company's 2010 Annual Report did not contain a negative going
concern statement.


CALYPTE BIOMEDICAL: Delays Filing of 1st Quarter Financials
-----------------------------------------------------------
Calypte Biomedical Corporation is unable to file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2011, on a
timely basis due to its limited financial resources, thin
staffing, and delays in completing its Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2010.

As of this time, the Company expects to file its Form 10-Q on or
about June 28, 2011.

                      About Calypte Biomedical

Portland, Ore.-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus infection.

The Company's balance sheet at Sept. 30, 2010 showed $2.44 million
in total assets, $6.21 million in total liabilities, and a
$3.77 million stockholders' deficit.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about the Company's ability to
continue as a going concern following the Company's 2009 results.
The independent auditors noted that the Company has defaulted on
$6.3 million of 8% Convertible Promissory Notes and related
Interest Notes and $5.2 million of 7% Promissory Notes, has
suffered recurring operating losses and negative cash flows from
operations, and management believes that the Company's cash
resources will not be sufficient to sustain its operations through
2010 without additional financing.


CAPITAL GROWTH: Gets OK for Asset Xfer to Pivotal in Most States
----------------------------------------------------------------
As reported in the TCR on May 18, 2011, Pivotal Global Capacity,
LLC, and its subsidiary, GC Pivotal, LLC, and Capital Growth
Systems, Inc., et al., announced to the U.S. Bankruptcy Court for
the District of the Delaware the consummation of the sale of
substantially all of the assets of the Companies to Pivotal Global
Capacity, LLC, and its subsidiary, GC Pivotal, LLC, in accordance
with the final, executed Asset Purchase Agreement, dated as of
May 16, 2011.

The aggregate consideration for the purchase of the assets was
$28,359,360.82, comprised of a credit bid of $9,000,000 against
the secured debt held by the buyers, credit bid of $10,699,360.82
to pay the debtor in possession facility secured by the sellers'
assets and $8,660,000 additional cash payments to mission critical
vendors, executory cure payments, priority tax payments, wind down
budget (including certain insurance) payments and funding of
certain administrative claims, advanced on the DIP facility.

As of May 16, 2011, the Companies and the buyers had received
approval from state telecommunications regulatory authorities in
most of the states in which the Companies were engaged in the
provision of telecommunications services for the transfer of
assets to the buyers and the licensing of the buyers.  However,
approval had not yet been obtained in all states.

In order to address the need for regulatory approval in the
excluded states for the asset transfer (for which title remains
with the Companies pending approval) and regulatory approval for
the buyers' operation of the telecommunications assets, GC
Pivotal, LLC, entered into a Management Services Agreement ("MSA")
dated as of May 13, 2011, with Global Capacity Group, Inc., and
Global Capacity Direct, LLC ("Company Managers") whereby GC
Pivotal, LLC, agreed to provide certain non-telecommunications
management services and the Company Managers provide the
telecommunications services in the excluded states.

The MSA continues in effect until GC Pivotal, LLC, obtains all
necessary state public utility commission authorizations to
provide telecommunications services in the excluded states (with
approved asset transfers to it), mutual agreement of the parties
or by GC Pivotal, LLC's decision to terminate provision of those
services upon two weeks' advance notice.  Upon public utility
commission approval with respect to the transfer of
telecommunications assets for any of the excluded states, the
title to those assets will be transferred from the applicable
Companies to the buyers.

The Companies are presently in its wind down mode, now that the
substantial majority of their assets have been conveyed to the
buyers, and the remaining telecommunications-related assets will
be conveyed to the Buyers as remaining state public utility
commission approvals are obtained for their conveyance.

A copy of Asset Purchase Agreement is available at:

                       http://is.gd/hN5cXN

Effective as of the closing of the Asset Purchase Agreement on
May 16, 2011, the resignations of the following officers and
directors of the Company were effective: Patrick C. Shutt (CEO and
Director); George King (Director); Charles Wright (Director);
Jeremy Cooke (Director); Kenneth Napier (Director); Bradford
Higgins (Director); Dan Kardatzke (Chief Financial Officer, VP and
Treasurer) and Jack Lodge (Secretary).  The sole remaining
directors of the Company presently are Robert Pollan and
Christopher Hoyle.  None of the resigning officers or directors
provided any notification of any disagreement with the policies or
actions of the Company in connection with their resignation.  In
addition, effective May 16, 2011, James Butala was appointed as
Chief Administrative Officer of the Company, with authority
comparable to that of a chief executive officer.

                      About Global Capacity

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).  Global Capacity Group Inc.
estimated $10 million to $50 million in assets and debts in its
petition.


CAPSALUS CORP: Amend Forms 10-K and 10-Qs to Correct Errors
-----------------------------------------------------------
Subsequent to the filing of Capsalus Corp.'s annual report on Form
10-K for the year ended Dec. 31, 2010, the Company identified an
error in its previously reported acquisition of WhiteHat Holdings,
LLC.  The Company incorrectly reported contingent consideration in
the aforementioned acquisition as a liability rather than as
additional paid-in capital.

The Company filed Amendment No. 1 to the Annual Report on Form
10-K for the annual period ended Dec. 31, 2010, to properly
reclassify the contingent consideration for Additional Shares in
connection with the acquisition of WhiteHat Holdings, LLC, to
additional paid-in capital from current liabilities.

The effect on reported financial statement accounts is as follows:

   * The contingent consideration liability is reduced from
     $2,358,411 to $0.

   * Total current liabilities decreased from $5,721,890 to
     $3,363,479.

   * Additional paid-in capital increased from $27,734,680 to
     $30,093,091.

   * Total stockholders' deficit increased from a deficit of
     $2,645,834 to a deficit of $287,423.

The Company reported a net loss of $16.02 million for the year
ended Dec. 31, 2010, compared with a net loss of $10.89 million
during the prior year.

A full-text copy of the Amended Form 10-K is available at no
charge at http://is.gd/JJunnf

            Amendment to June and Sept. Quarter Results

The Company also filed Amendments the Quarterly Reports on Form
10-Q for the quarterly periods ended June 30, 2010, and Sept. 30,
2010, to restate the amount of the purchase consideration provided
for in connection with the acquisition of WhiteHat.

More specifically, the amount of the purchase consideration is
being restated for the following:

   (1) The Company previously valued the Company's common stock
       issued at $1,127,113, or approximately $0.007 per share.
       In this amended filing, the value of common stock issued
       has been increased to $11,909,977, or $0.07 per share (the
       closing price of the Company's shares on April 14, 2010,
      (the effective date of the acquisition)).

   (2) The Company previously did not record the contingent
       consideration for additional shares to be issued should the
       Company not meet certain funding commitments in the future.
       In the amended filing, the contingent consideration has
       been recorded at its estimated fair value of $2,358,411 and
       classified as additional paid in capital.

The effect on reported financial statement accounts for the June
Quarter is as follows:

   * Goodwill increased from $102,184 to $13,243,460.

   * Total assets increased from $3,029,901 to $16,171,177.

   * Additional paid-in capital increased from $15,018,421 to
     $28,159,697.

   * Total stockholders' equity (deficit) increased from a deficit
     of $2,131,669 to equity of $11,009,607.

   * Total liabilities and stockholders' equity (deficit)
     increased from $3,029,901 to $16,171,177.

The effect on reported financial statement accounts for the Sept.
Quarter is as follows:

    * Goodwill increased from $102,184 to $13,243,460.

    * Total assets increased from $3,026,737 to $16,168,013.

    * Additional paid-in capital increased from $16,764,291 to
      $29,905,567.

    * Total stockholders' equity (deficit) increased from a
      deficit of $1,555,307 to equity of $11,585,969.

    * Total liabilities and stockholders' equity (deficit)
      increased from $3,026,737 to $16,168,013.

A full-text copy of the Amended June Form 10-Q is available at no
charge at http://is.gd/2Cb7Cm

A full-text copy of the Amended Sept. Form 10-Q is available at no
charge at http://is.gd/NHqdS9

                       About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.

Moquist Thorvilson Kaufmann Kennedy & Pieper LLC, in Edina,
Minnesota, expressed substantial doubt about the Company's ability
to continue as a going concern, following the 2010 financial
results.  The independent auditors noted that the Company has
suffered losses from operations since its inception.


CARIBBEAN PETROLEUM: To Pay $8.2 Million for Blast Site Cleanup
---------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that Caribbean Petroleum
Corp. has agreed to pay $8.2 million to reimburse the government
for the cleanup of a catastrophic 2009 fuel depot explosion that
crippled the company's operations and drove it to bankruptcy, the
U.S. Department of Justice announced Friday.

According to Law360, the money will cover costs incurred by the
U.S. Environmental Protection Agency and the U.S. Coast Guard
while cleaning up the blast site in Bayamon, Puerto Rico. The
settlement also resolves penalties for violations of the Clean
Water Act and the Resource Conservation and Recovery Act.

                   About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq.. at Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Del., serve as local counsel.  The
Debtors' financial advisor is FTI Consulting Inc.  The Debtors'
chief restructuring officer is Kevin Lavin of FTI Consulting Inc.
Kurtzman Carson Consultants LLC serves as the noticing, claims and
balloting agent.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

This is Caribbean Petroleum's second stint in Chapter 11.


CARIBE MEDIA: S&P Withdraws 'D' CCR Following Bankruptcy Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Caribe
Media Inc. This follows Standard & Poor's downgrading the company
to 'D' on May 6, 2011, following the company's filing for Chapter
11 bankruptcy protection.


CASCADE BANCORP: Again Amends Prospectus for 44.5MM Shares
----------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission Amendment No. 2 to Form S-1 registration statement
relating to the resale of an aggregate of up to 44,590,054 shares
of the Company's common stock, representing approximately 95% of
the Company's total outstanding shares, of which 44,243,750 were
issued to the selling stockholders in connection with an equity
financing transaction in January 2011.  A total of 41,002,554 of
the shares of the Company's common stock being registered pursuant
to this registration statement are held by directors, officers or
significant shareholders of the Company.  The Company is required
to file this registration statement, of which this prospectus is a
part, under the terms of a Registration Rights Agreement dated
Jan. 28, 2011, with the selling stockholders to register for
resale the shares of common stock issued by the Company to certain
investors in connection with the Private Offerings.

The Company will not receive any proceeds from the sale of the
shares of common stock by the selling stockholders.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "CACB."  The last reported sale price of the
Company's common stock on the NASDAQ Capital Market on May 11,
2011, was $8.16 per share.

These shares of common stock are not savings accounts, deposits,
or other obligations of the Company's bank subsidiary and are not
insured by the Federal Deposit Insurance Corporation or any other
governmental agency.

A full-text copy of the amended prospectus is available for free
at http://is.gd/8gLiK2

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.60 billion in total assets, $1.39 billion in total liabilities,
and $209.54 million in total stockholders' equity.


CASPIAN SERVICES: Posts $2.1 Million Net Loss in March 31 Quarter
-----------------------------------------------------------------
Caspian Services, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.14 million on $10.97 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $3.96 million on $10.25 million of revenues for the
same period of the prior fiscal year.

The Company's balance sheet at March 31, 2011, showed
$115.43 million in total assets, $87.17 million in total
liabilities, and stockholders' equity of $28.26 million.

At March 31, 2011, the Company had cash on hand of approximately
$11.37 million compared to cash on hand of approximately
$5.71 million at Sept. 30, 2010.  At March 31, 2011, the Company
had negative working capital of $49.81 million, mainly due to the
loans with Altima, Great Circle and EBRD, as well as the EBRD put
option, being classified as current liabilities.

As reported in the Troubled Company Reporter on Jan. 29, 2011,
Hansen, Barnett & Maxwell P.C., in Salt Lake City, Utah, expressed
substantial doubt about Caspian Services' 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 is in violation of certain loan covenants which allows for
the lenders to exercise acceleration features and declare the
loans and accrued interest immediately due and payable.  Should
any of these parties determine to exercise their acceleration
rights, the Company would not have sufficient funds to repay any
of the loans.  At Sept. 30, 2010, the Company also had negative
working capital of $50.3 million.

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

                       http://is.gd/9BcynO

Salt Lake City, Utah-based Caspian Services, Inc.'s business
consists of three major business segments.  It Vessel Operations
segment consist of chartering a fleet of shallow draft offshore
support vessels to customers performing oil and gas exploration
activities in the Kazakhstan Sector of the North Caspian Sea.
The Geophysical Services segment consist of providing seismic data
acquisition services to oil and gas companies operating both
onshore in Kazakhstan and offshore in the Kazakhstan sector of the
North Caspian Sea and the adjacent transition zone.  The Marine
Base Services segment consists of operating a marine base located
at the Port of Bautino on the North Caspian Sea and an operating
water desalinization and bottling plant selling potable water.

The Company sold its interest in its majority subsidiary CJSC
Bauta, including its interest in the water desalinization and
bottling plant operated by Bauta, in April 2011 to a non-related
third party.


CATASYS, INC: Incurs $1.95 Million First Quarter Net Loss
---------------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.95 million on $87,000 of total revenues for the three months
ended March 31, 2011, compared with a net loss of $3.15 million on
$123,000 of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $6.26
million in total assets, $10.11 million in total liabilities and a
$3.85 million total stockholders' deficit.

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

                        http://is.gd/8zzugM

                        About Hythiam, Inc.

Based in Los Angeles, Hythiam, Inc., n/k/a Catasys, Inc., is a
healthcare services management company, providing through its
Catasys(R) subsidiary specialized behavioral health management
services for substance abuse to health plans.

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

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 incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.


CELL THERAPEUTICS: Board OKs Adjustments to 2009 Rights Pact
------------------------------------------------------------
Pursuant to the Shareholder Rights Agreement dated as of Dec. 28,
2009, between Cell Therapeutics, Inc., and Computershare Trust
Company, N.A., as Rights Agent, in connection with the 1-for-6
reverse split of the Company's common stock which was effective on
May 15, 2011, the Board of Directors of the Company determined
that certain adjustments to the terms of the Rights issued
pursuant to the Rights Agreement were appropriate.  The Board of
Directors therefore approved resolutions authorizing the following
adjustments to the terms of the Rights: (i) the number of ten-
thousandths of a share of Preferred Stock of the Company
purchasable upon the exercise of each Right was increased from one
ten-thousandth (1/10,000th) to six ten-thousandths (6/10,000th) of
a share of Preferred Stock; (ii) the Exercise Price of each Right
was increased from $6.00 to $36.00; (iii) the Redemption Price of
each Right was increased from $0.0001 to $0.0006; and (iv) each
share of common stock outstanding has had issued to it one Right.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at March 31, 2011 showed
$60.92 million in total assets, $43.11 million in total
liabilities, $13.46 million in common stock purchase warrants and
$4.35 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.


CENTRAL PACIFIC: Fitch Upgrades IDRs to 'B+' from 'B-'
------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Ratings
(IDRs) of Central Pacific Financial Corp. (CPF) and its banking
subsidiary, Central Pacific Bank to 'B+' from 'B-'. Fitch has also
withdrawn the 'F' Individual rating assigned to both entities and
assigned a new Individual rating of 'D'.  The Rating Outlook is
Positive.

The upgrade of CPF's IDR reflects the considerable enhancement of
its capital position, reduction in problem credits, as well as the
company's return to profitability.  CPF's capital raise in
February 2011 significantly bolstered its regulatory capital
position.  With Tier 1 Leverage and Total Capital ratios at March
31, 2011 of 12.64% and 22.67%, respectively, the company's capital
ratios significantly exceed the enhanced levels (10% Tier 1
Leverage ratio and 12% Total Risk-Based ratio) previously required
by the Consent Order with the FDIC and the Hawaii Division of
Financial Services, which was lifted on May 11, 2011 and replaced
with a less restrictive Memorandum of Understanding (MOU).
Notably, the new MOU reduces the required Tier 1 leverage ratio
standard at the bank subsidiary to 8% and removed the enhanced
requirement for the Total Risk-Based ratio. That said, Fitch views
CPF's significantly replenished capital position as necessary
against the remaining risk on its balance sheet.

CPF has significantly reduced problem assets, with NPAs down over
40% from a year ago and while non-performing assets are still
elevated at 13.14% and commercial real estate remains a
significant concentration, the loss content in the portfolio has
been materially reduced and was a key driver of the company's
return to profitability during 1Q'11.

The Positive Outlook mainly reflects that the company's current
capital and reserve base should be sufficient to absorb expected
future losses in the portfolio.  For CPF's ratings to move higher,
the company will still need to make considerable strides toward
reducing problem credits, as well as demonstrate sustained
profitability and maintain an enhanced capital base, a scenario
Fitch believes is possible over the next 12 to 18 months.
However, if credit problems persist causing the company to incur
losses of a magnitude that starts to materially erode its capital
position, CPF's ratings would face downward pressure.

The withdrawal of the 'F' Individual rating (assigned Feb. 23,
2011) reflects the temporary nature of the rating (as per Fitch's
Global Financial Institutions Rating Criteria), and was assigned
to signify a company that has defaulted or in Fitch's opinion CPF
would have defaulted if it had not received some form of external
support namely the capital infusion and the U.S. Treasury's
willingness to convert its $135 million of CPP preferred stock
into common shares on a discounted basis to facilitate the
recapitalization. The assignment of the 'D' Individual rating is
Fitch's assessment of the company on a standalone basis following
its recapitalization.

The ratings on CPF's trust preferred securities remain at 'C'
given that these issues remain in deferral status. Until CPF
begins to pay dividends on its trust preferred securities and the
deferred dividends are brought current, the ratings on these
issues will remain at 'C'. Fitch has also maintained a 'RR6'
Recovery Rating on these issues, as Fitch's recovery analysis
still indicates recovery prospects below 10%.

Headquartered in Honolulu, HI, CPF operates 34 branches. As of
March 31, 2011, CPF had almost $4 billion in assets.

Fitch has upgraded these ratings with a Positive Rating Outlook:

Central Pacific Financial Corp

   -- Long-term IDR to 'B+' from 'B-'.

Central Pacific Bank

   -- Long-term IDR to 'B+' from 'B-';

   -- Long-term deposits to 'BB-/RR3' from 'B/RR3'.

Fitch has withdrawn 'F' individual ratings and subsequently
assigned the following Individual ratings:

Central Pacific Financial Corp

   -- Individual 'D'.

Central Pacific Bank

   -- Individual 'D'.

Fitch has affirmed these ratings:

Central Pacific Financial Corp

   -- Short-term IDR at 'B';

   -- Support at '5';

   -- Support floor at 'NF'.

Central Pacific Bank

   -- Short-term IDR at 'B';

   -- Short-term deposits at 'B';

   -- Support at '5';

   -- Support floor at 'NF'.

CPB Capital Trust I, II, & IV
CPB Statutory Trust III & V

   -- Trust Preferred Securities at 'C/RR6'


CHAMPION ENTERPRISES: Plan of Liquidation Declared Effective
------------------------------------------------------------
BankruptcyData.com reports that Champion Enterprises' Second
Amended Joint Chapter 11 Plan of Liquidation became effective.

The Debtors sold substantially all of their Assets to Champion
Enterprises Holdings, LLC and New Champion Homes, Inc.  The
Debtors paid, from the proceeds of the sale, amounts owed to
prepetition lenders and the DIP lenders.

Under the Plan, the Debtors will transfer certain causes of action
to a Creditor Trust that will administer and liquidate them for
the benefit of general unsecured Creditors.   Any recovery to
general unsecured creditors will be entirely dependant on the
results of any prosecution of litigation.

                 About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries were international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom.  Buildings
constructed by Champion and its subsidiaries consisted of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products ranged from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 protection on Nov. 15, 2009
(Bankr. D. Del. Case No. 09-14019).  The Company's affiliates also
filed separate bankruptcy petitions.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company disclosed $576,527,000 in asset
and $521,337,000 in liabilities as of October 3, 2009.

In March 2010, Champion Enterprises received final court approval
to sell its domestic and international operations.  An investor
group consisting of affiliates of Centerbridge Partners, L.P., MAK
Capital Fund LP and Sankaty Advisors, LLC invested $50 million in
new capital to support the operations and growth initiatives of
the new company.  The transaction was supported by a group of
Champion's existing lenders who, together with the lead investors,
agreed to exchange 100% of existing debt under Champion's pre-
petition and DIP senior secured credit agreements for equity in
the new company and a $40 million senior secured five year note.

Champion's bankruptcy case has been renamed CEI Liquidation
Estates following the closing of the sale.


CHRYSLER LLC: Repays Loans to U.S. and Canadian Governments
-----------------------------------------------------------
Jeff Bennett, writing for Dow Jones Newswires, reports that
Chrysler Group LLC said it made payments of $5.9 billion to the
U.S. Treasury and $1.7 billion to Canada to retire the loans it
received during its bankruptcy.  Including interest, Chrysler said
it has paid the U.S. Treasury $6.5 billion and Canada $2 billion.

Dow Jones also reports that Fiat SpA increased its stake in
Chrysler to 46% from 30% with a $1.3 billion investment.  The move
made it Chrysler's largest shareholder, just ahead of a union
health-care trust.

The Troubled Company Reporter on May 20, 2011, reported that
Chrysler completed a $7.5 billion financing, which it used to
repay the loans.

                           About Chrysler

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

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

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

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

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

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


COLONIAL BANCGROUP: Court Denies Chapter 11 Plan Confirmation
-------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court issued
an order denying confirmation of Colonial BancGroup's Second
Amended Chapter 11 Plan of Reorganization, dated Feb. 21, 2011,
and amended on March 3, 2011.

Among other things, BData says, the Court's memorandum of opinion
explains, "The debtor offered an exhibit outlining one scenario
under which compensation to the plan trustee would not exceed the
compensation to a chapter 7 trustee. The exhibit assumes that the
FDIC will have a $300 million replacement claim in this case.
However, if that claim does not materialize, the plan trustee's
fee, under the same scenario, would exceed a chapter 7 trustee's
maximum fee by almost double."

                    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.


COMCAM INTERNATIONAL: Posts $554,000 First Quarter Net Loss
-----------------------------------------------------------
ComCam International, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $553,995 on $1.4 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $285,949 on $947,540 of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $2.5 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $350,911.

As reported in the TCR on April 21, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about ComCam International's ability to continue as a going
concern, following the Company's2010 financial results.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.

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

                       http://is.gd/wf60zN

West Chester, Pa.-based ComCam International, Inc. has two
operating divisions.  One focuses on product development,
manufacturing and sales world-wide while the other focuses on the
integration of command and control systems for correctional
facilities across the United States.

The Company's product division has developed a video fusion
platform that adds next generation, real-time interactive command-
and-control capabilities to legacy security systems for greater
performance at lower cost.

The Company's systems division acts as the general contractor or
plays a key support role to leading government integrators.  The
Company's focus to date has been on installing and integrating
security systems in juvenile to super-maximum security
correctional facilities.


COMMERCIAL TRAVELERS: A.M. Best Cuts FSR to 'B'; Outlook Stable
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of Commercial Travelers Mutual Insurance Company (Commercial
Travelers) (Utica, NY). The outlook has been revised to stable
from negative.

The rating downgrades reflect Commercial Travelers' reported
operating losses from the last two years as well as the resulting
deterioration of its risk-adjusted capital position. The company
continues to reprice underperforming student accident and medical
groups through rate increases implemented over the last two years.
The increase in occurrences, as well as an increased average cost
per claim, has negatively impacted Commercial Travelers' claims
experience. In addition, there is continued uncertainty regarding
the impact of the Patient Protection and Affordable Care Act
(PPACA) on the company's core student medical business. Commercial
Travelers' college and K-12 segments represented 90% of its 2010
premium income.

A.M. Best notes that Commercial Travelers has incorporated
numerous expense savings initiatives into its business strategy.
Additionally, the company maintains a very conservative investment
philosophy; however, returns have been modest.


COMSTOCK MINING: Incurs $2.38-Mil. First Quarter Net Loss
----------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.38 million on $0 of revenue for the three months ended
March 31, 2011, compared with a net loss of $2.63 million on $0 of
revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $33.17
million in total assets, $10.89 million in total liabilities and
$22.28 million in total stockholders' equity.

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

                        http://is.gd/o7jrib

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $60.32 million for the year
ended Dec. 31, 2010, compared with a net loss of $6.06 million
during the prior year.  The Company had no revenues from
operations for the years ended Dec. 31, 2010 and 2009.


CONSTAR INT'L: Court Confirms Amended Plan of Reorganization
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order confirming Constar International's First Amended Joint
Chapter 11 Plan of Reorganization.

BData says the Plan provides for:

   * $15 million of indebtedness under the Debtors' D.I.P.
     facility may be rolled over (at the D.I.P. facility
     providers' election) into the financing available to
     the Debtors post-emergence;

   * $100 million of secured indebtedness under the floating
     rate notes and floating rate note indenture will be
     converted into (i) $70 million in shareholder notes and
     (ii) 100% of the new overage securities;

   * the remaining $121.4 million of indebtedness under the
     floating rate notes and floating rate note indenture and
     all other general unsecured claims will be converted
     into 100% of the new common stock (subject to dilution
     by the management incentive plan), which new common stock
     will be distributed to the holders of such claims pro rata
     and equity interests in Constar International will be
     extinguished.

                     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.


CULLIGAN INTERNATIONAL: S&P Junks Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Culligan
International Co., including its corporate credit rating to 'CCC+'
from 'B-'. "At the same time, we revised our recovery ratings on
the company's first-lien credit facilities to '4' from '3'. The
negative outlook reflects the company' continued very weak
operating performance, as well as uncertainty about Culligan's
ability to meet future liquidity needs given its significant
refinancing risk within the next 11-19 months," S&P stated.

"The downgrade reflects Culligan's continued weak financial
performance, which has resulted in very weak credit measures,"
said Standard & Poor's credit analyst Jean Stout. "We believe that
the company will be challenged to improve its financial results
amid continued weak economic conditions, including its business
mix shift to lower margin equipment rentals. In addition, Culligan
faces significant near-term refinancing risk from its entire
capital structure, all of which matures within the next two
years." The company's revolving credit facility matures in May
2012; its first-lien term loans mature in November 2012; and its
second-lien term loan matures in May 2013.

Standard & Poor's ratings on Culligan reflect the company's very
highly leveraged financial profile, which includes significant
refinancing risk. "We believe Culligan's business profile is
vulnerable, characterized by its weakened operating performance,
and participation in a highly competitive, fragmented, and mature
water treatment industry, which is susceptible to unfavorable
economic conditions," said Ms. Stout.

The rating outlook is negative, reflecting Culligan's significant
refinancing risk, as well as Standard & Poor's belief that the
company's financial performance will continue to be hurt by the
lingering weak macroeconomic environment.


CYTOMEDIX INC: Posts $1.4MM Loss in Q1 2011; Warns of Bankruptcy
----------------------------------------------------------------
Cytomedix, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.41 million on $1.37 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $1.07 million on $178,734 of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$8.86 million in total assets, $7.26 million in total liabilities,
and a stockholders' deficit of $1.60 million.

"In the event the Company is unable to successfully sustain and
increase product sales and obtain additional capital, it is
unlikely that the Company will have sufficient cash flows and
liquidity to finance its business operations as currently
contemplated," the Company said in the filing.

"Accordingly, if the Company determines it will not be able to
obtain the necessary financing to address its working capital
needs for a reasonable period into the future, it may pursue
alternative paths forward for the Company.  These paths could
include, but not be limited to, sale of the Company or its assets,
merger, organized wind-down, going private/dark, fundamental shift
in its strategic plan (e.g. abandon commercialization strategy and
focus exclusively on licensing), bankruptcy, etc."

As reported in the TCR on April 5, 2011, PricewaterhouseCoopers
LLP, in Baltimore, expressed substantial doubt about Cytomedix,
Inc.'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
insufficient liquidity to fund its ongoing operations.

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

                       http://is.gd/pu897k

Gaithersburg, Md.-based Cytomedix, Inc., develops, sells, and
licenses regenerative biological therapies intended to aid the
human body in regenerating/healing itself, to primarily address
the areas of wound care and orthopedic surgery.


DA-LITE SCREEN: S&P Withdraws 'B' CCR on Tender Offer Completion
----------------------------------------------------------------
Standard & Poor's Rating Services withdrew its ratings, including
its 'B' corporate credit rating on Warsaw, Ind.-based Da-Lite
Screen Company Inc. at the company's request. Da-Lite completed a
tender offer on its 12.5% senior unsecured notes due 2015. These
notes are no longer registered with the SEC.


DAIS ANALYTIC: Posts $3.3 Million Net Loss in First Quarter
-----------------------------------------------------------
Dais Analytic Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $3.3 million on $858,694 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$2.0 million on $407,312 of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $3.3 million
in total assets, $11.4 million in total liabilities, and a
stockholders' deficit of $8.1 million.

As reported in the TCR on April 6, 2011, Cross, Fernandez & Riley
LLP, in Orlando, Fla., expressed substantial doubt about Dais
Analytic's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred significant losses since inception and has a
working capital deficit and stockholders' deficit of $2,861,448
and $6,722,092 at Dec. 31, 2010.

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

                       http://is.gd/IPc14a

Dais Analytic Corporation Dais Analytic Corporation, a New York
corporation, has developed and is commercializing applications
using its nano-structure polymer technology.  The first commercial
product is an energy recovery ventilator ("ERV") (cores and
systems) for use in commercial Heating, Ventilating, and Air
Conditioning (HVAC) applications.  In addition to direct sales,
the Company licenses its nano-structured polymer technology to
strategic partners in the aforementioned application and is in
various stages of development with regard to other applications
employing its base technologies.  The Company was incorporated in
April 1993 with its corporate headquarters located in Odessa,
Florida.


DAIS ANALYTIC: Leonard Samuels Discloses 32.9% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Leonard Samuels disclosed that he beneficially owns
13,478,165 shares of common stock of Dais Analytic Corporation
representing 32.9% of the shares outstanding.  Leah Kaplan-Samuels
also owns 3,629,696 shares.  A full-text copy of the regulatory
filing is available for free at http://is.gd/R5iLOe

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

The Company reported a net loss of $1.43 million on $3.34 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $7.12 million on $1.53 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $1.97 million
in total assets, $8.69 million in total liabilities and $6.72
million in total stockholders' deficit.

Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $2,861,448 and $6,722,092 at
Dec. 31, 2010.


DEEP DOWN: Delays Filing of First Quarter Form 10-Q
---------------------------------------------------
Deep Down, Inc., notified the U.S. Securities and Exchange
Commission that it is unable to file its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2011, by the
prescribed date of May 16, 2011, without unreasonable effort or
expense because the Company has experienced delays in obtaining
all necessary information for completing the required financial
statements and Management's Discussion and Analysis for the Report
as of the May 16, 2011, due date.  The Company expects to have the
necessary information in possession with sufficient time to
incorporate within the Report by the deadline of the extended time
frame for filing.

                          About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.

The Company reported a net loss of $17.41 million on
$42.47 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.78 million on $28.81 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$33.62 million in total assets, $10.53 million in total
liabilities, and $23.09 million in total stockholders' equity.

During the Company's fiscal years ended Dec. 31, 2010 and 2009,
the Company has supplemented the financing of its capital needs
through a combination of debt and equity financings.  Most
significant in this regard has been the Company's debt facility
the Company has maintained with Whitney National Bank.  The
Company's loans outstanding under the Amended and Restated Credit
Agreement with Whitney become due on April 15, 2012.  The Company
will need to raise additional debt or equity capital or
renegotiate the existing debt prior to such date.  The Company is
currently in discussions with several lenders who have expressed
interest in refinancing its debt.  The Company's plan is to
refinance the outstanding indebtedness under the Restated Credit
Agreement or seek terms with Whitney that will provide an
extension of such Restated Credit Agreement along with additional
liquidity.  However, the Company cannot provide any assurance that
any financing will be available to it on acceptable terms or at
all.  If the Company is unable to raise additional capital or
renegotiate its existing debt, this would have a material adverse
impact on the Company's business or would raise substantial doubt
about its ability to continue as a going concern.  In addition, as
of Dec. 31, 2010, the Company was not in compliance with the
financial covenants under the Restated Credit Agreement.  On
March 25, 2011 the Company obtained a waiver for these covenants
as of Dec. 31, 2010.


DELTATHREE, INC: Reports $28,000 Net Income in First Quarter
------------------------------------------------------------
deltathree, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $28,000 on $3.78 million of revenues for
the three months ended March 31, 2011, compared with a net loss of
$472,000 on $3.07 million of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed
$1.86 million in total assets, $4.44 million in total liabilities,
and a   stockholders' deficit of $2.58 million.

As reported in the TCR on March 23, 2011, Brightman Almagor Zohar
& Co., in Tel Aviv, Israel, expressed substantial doubt about
deltathree, Inc.'s 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 and
deficiency in stockholders' equity.

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

                       http://is.gd/Vt6EtZ

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.


DOLPHIN ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dolphin Enterprises, LLC
        fka Dolphin Amusement Enterprises, LLC
        1945 S. Ocean Drive, Apartment 2612
        Hallandale, FL 33009

Bankruptcy Case No.: 11-23821

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Richard R. Robles, Esq.
                  LAW OFFICES OF RICHARD R. ROBLES, P.A.
                  905 Brickell Bay Drive, #228
                  Miami, FL 33131
                  Tel: (305) 755-9200
                  E-mail: rrobles@roblespa.com

Scheduled Assets: $3,070,001

Scheduled Debts: $6,329,518

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-23821.pdf

The petition was signed by Rolando Rodriguez, managing member.


DOUGLAS SQUARE: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Douglas Square LP
        650 Douglas Drive, Suite 113-120
        Oceanside, CA 92058

Bankruptcy Case No.: 11-08328

Chapter 11 Petition Date: May 19, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Alan L. Geraci, Esq.
                  GERACI & LOPEZ
                  817 W. San Marcos Boulevard
                  San Marcos, CA 92078
                  Tel: (619) 231-3131
                  Fax: (619) 374-1911
                  E-mail: alan@gerlop.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/casb11-08328.pdf

The petition was signed by Raad Mikhail of GP Invesco LLC,
managing member.


E*TRADE FINANCIAL: DBRS Assigns 'B' Rating to Unsec. Sr. Notes
--------------------------------------------------------------
DBRS Inc. (DBRS) has assigned a rating of B (high), with a
Negative trend, to the unsecured Senior Notes due 2016 (the Notes)
issued by E*TRADE Financial Corporation (E*TRADE).  The assigned
rating is consistent with the standard DBRS methodology, which
rates E*TRADE's Issuer & Senior Debt at B (high) with a Negative
trend.

E*TRADE intends to use the net proceeds of the Notes issuance to
redeem its currently outstanding 7 3/8% Senior Notes due 2013.
The successful completion of these transactions should extend
E*TRADE's long-term debt maturity profile and reduce corporate
interest payments. DBRS views E*TRADE as taking appropriate steps
to build up its profitability, while also improving its funding
profile.


E-DEBIT GLOBAL: Initiates Switching Transition to Digital
---------------------------------------------------------
E-Debit Global Corporation and its wholly owned subsidiary
Westsphere Systems Inc. specializing in electronic payment
processing has commenced transition of its communication network
for its financial switching operations from analog to digital.

                              Overview

"Over the past 14 months WSI, our electronic payment processing
unit has been working with our communication partner Shaw
Communications to transition our switching communication from
analog to digital (copper telephone lines to fiber broadband).

Our WSI business unit offers debit and credit payment processing
solutions and connectivity to the Canadian Interac Network and
Credit Facilitators.  Our initial introduction of our ATM network
to our fiber communication system has been exceptional.  Our
experience to date has met the challenge of the new requirements
related to chip based card product processing and EMV protocols
and at the same time has increase speed of transaction processing
by a minimum of 25%" advised WSI Chief Operating Officer Sonja
Dreyer.

"Once we transition over our ATM and POS estates we will be able
to expand our focus towards our custom payment solutions across a
wide range of communication protocols including private-label,
travel & entertainment and fleet cards as well as expanding our
reach within the Canadian ATM and POS marketplace with contracted
switching services to the Canadian ISO ("Independent Sales
Organizations").

With this transition we are now in total control of our
communication protocols and significantly reduced our reliance on
non affiliated contracted managed services to connect, operated
and service our switching platform and to give our guarantee of
the best of industry transaction processing in the most secure,
stable, reliable and high performance environment to our existing
client base and our future ISO potentials which we are going to
aggressively pursue." Ms. Dreyer stated.

                 About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

The Company reported a net loss of $1.15 million on $3.97 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.28 million on $3.64 million of revenue during the
prior year.

                           Going Concern

The Company has incurred net losses for the three months ended
March 31, 2011, and 2010, and as of March 31, 2011, had a working
capital deficit of $1,429,007 and an accumulated deficit of
$400,956.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern.

As reported by the TCR on April 15, 2011, Cordovano and Honeck
LLP, in Englewood, Colorado, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses, has a working capital
deficit at Dec. 31, 2010, and has an accumulated deficit of
$4,457,079 as of Dec. 31, 2010.

The Company's balance sheet at March 31, 2011, showed $1.67
million in total assets, $2.07 million in total liabilities and a
$400,956 total stockholders' deficit.


ENCINO CORPORATE: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Encino Corporate Plaza, L.P., filed with the U.S. Bankruptcy Court
for the Central District of California, its schedules of assets
and liabilities, disclosing:

  Name of Schedule              Assets          Liabilities
  ----------------              ------          -----------
A. Real Property            $34,000,000
B. Personal Property           $268,167
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                              $32,749,981
E. Creditors Holding
   Unsecured Priority
   Claims                                               $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $663,777
                            -----------        -----------
      TOTAL                 $34,268,167        $33,413,759

                      About Encino Corporate

Encino Corporate Plaza, L.P., filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
California, serves as the Debtor's counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ENCINO CORPORATE: Section 341(a) Meeting Scheduled for June 1
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Encino
Corporate Plaza, L.P.'s creditors on June 1, 2011, at 2:00 p.m.,
at 21051 Warner Center Lane, #105, Woodland Hills, in California.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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 Encino Corporate

Encino Corporate Plaza, L.P., filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
California, serves as the Debtor's counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ENCINO CORPORATE: Taps Levene Neale as Bankruptcy Counsel
---------------------------------------------------------
Encino Corporate Plaza, L.P., seeks bankruptcy court permission to
hire as bankruptcy counsel:

         David L. Neale, Esq.
         Juliet Y. Oh, Esq.
         LEVENE NEALE BENDER RANKIN & BRILL LLP
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mail: dln@lnbrb.com

The firm will, among other things:

     (a) advise the Debtor with regard to the requirements of
         the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules
         and the Office of the United States Trustee as they
         pertain to the Debtor;

     (b) advise the Debtor with regard to certain rights and
         remedies of its bankruptcy estate and the rights, claims
         and interests of creditors;

     (c) represents the Debtor in any proceeding or hearing in the
         Bankruptcy Court involving its estate unless the Debtor
         is represented in such proceeding or hearing by other
         special counsel; and

     (d) conducts examinations of witnesses, claimants or adverse
         parties and representing the Debtor in any adversary
         proceeding except to the extent that any such adversary
         proceeding is in an area outside of LNBYB's expertise or
         which is beyond LNBYB's staffing capabilities.

LNBYB will bill its time for its representation of the Debtor on
an hourly basis in accordance with LNBYB's standard hourly billing
rates:

      Attorneys                      Rate
      ---------                      ----
      David W. Levene, Esq.          $595
      David L. Neale, Esq.            595
      Ron Bender, Esq.                595
      Martin J. Brill, Esq.           595
      Timothy J. Yoo, Esq.            595
      Edward M. Wolkowitz, Esq.       595
      David B. Golubchik, Esq.        575
      Monica Y. Kim, Esq.             550
      Beth Ann R. Young, Esq.         550
      Daniel H. Reiss, Esq.           550
      Irving M. Gross, Esq.           550
      Philip A. Gasteier, Esq.        550
      Jacqueline L. James, Esq.       495
      Juliet Y. Oh, Esq.              495
      Michelle S. Grimberg, Esq.      495
      Todd M. Arnold, Esq.            495
      Todd A. Frealy, Esq.            495
      Anthony A. Friedman, Esq.       435
      Carmela T. Pagay, Esq.          435
      Krikor J. Meshefejian, Esq.     375
      John-Patrick M. Fritz, Esq.     375
      Gwendolen D. Long, Esq.         345
      Lindsey L. Smith, Esq.          275
      Paraprofessionals               195

During the one-year period prior to Debtor's Chapter 11 filing,
the Debtor paid $60,000 to LNBYB for legal services in
contemplation of and in connection with the Debtor's Chapter 11
case, inclusive of the Debtor's $1,039 chapter 11 bankruptcy
filing fee.

In addition to the Retainer, the Debtor's principals, M. Aaron
Yashouafar and Solymon Yashouafar have agreed, subject to the
approval of the Court, to make three monthly payments of $15,000
each to LNBYB on May 15, 2011, June 15, 2011 and July 15, 2011,
for a total of $45,000.

Mr. Neale attests that LNBYB does not represent any interest
adverse to the Debtor's estate.  LNBYB holds no interest adverse
to the Debtor's estate and is a "disinterested person" as that
phrase is defined in section 101(14) of the Bankruptcy Code.

                      About Encino Corporate

Encino Corporate Plaza, L.P., filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
California, serves as the Debtor's counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ENCORIUM GROUP: Delays Filing of First Quarter Financials
---------------------------------------------------------
Encorium Group, Inc., could not file its quarterly report on Form
10-Q for the fiscal quarter ended March 31, 2011, within the
prescribed period without unreasonable effort and expense because
during the fiscal quarter ended March 31, 2011, the Company's
management devoted considerable time and resources to the
preparation of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended Sept. 30, 2010, and Annual Report on Form
10-K for the fiscal year ended Dec. 31, 2010.  Management's
efforts related to the preparation of these filings have required
a significant amount of management time and other Company
resources that normally would be devoted to the preparation of the
Form 10-Q and related matters during this period of time.  For
these reasons, the Company's unaudited condensed consolidated
financial statements for the fiscal quarter ended March 31, 2011,
remain subject to review and further analysis at this time.

The Company anticipates that the report of the independent
registered public accounting firm on the Company's consolidated
financial statements for the fiscal year ended Dec. 31, 2010, that
will be included in the Form 10-K is likely to contain an
explanatory paragraph indicating substantial doubt about the
Company's ability to continue as a going concern.

                        About Encorium Group

Encorium Group, Inc., is a clinical research organization that
engages in the design and management of complex clinical trials
for the pharmaceutical, biotechnology and medical device
industries.  The Company was initially incorporated in August 1998
in Nevada.  In June 2002, the Company changed its state of
incorporation to Delaware.  In November 2006, it expanded its
international operations with the acquisition of its wholly-owned
subsidiary, Encorium Oy, a clinical research organization founded
in 1996 in Finland, which offers clinical trial services to the
pharmaceutical and medical device industries.  Since 2006 the
Company has conducted substantially all of its European operations
through Encorium Oy and its wholly-owned subsidiaries located in
Denmark, Estonia, Sweden, Lithuania, Romania, Germany and Poland.

On July 16, 2009 the Company sold substantially all of the assets
relating to the Company's US line of business to Pierrel Research
USA, Inc., the result of which the Company no longer has any
employees or significant operations in the United States. Due to
this sale, for the three and nine months ended Sept. 30, 2010 and
2009, the results of the U.S. business have been presented as
discontinued operations in the consolidated condensed financial
statements.

The Company's balance sheet at Sept. 30, 2010, showed $9.9 million
in total assets, $14.3 million in total liabilities, and a
stockholders' deficit of $4.4 million.

As reported by TCR on May 11, 2011, Asher & Company, Ltd., in
Philadelphia, following its audit of Encorium Group's consolidated
financial statements for the fiscal year ended Dec. 31, 2009, said
that the Company's recurring losses from operations, current
available cash, and anticipated level of capital requirements
necessary to fund its current operations raise substantial doubt
about the Company's ability to continue as a going concern.


ENERJEX RESOURCES: Delays Filing of First Quarter Form 10-Q
-----------------------------------------------------------
Enerjex Resources, Inc., 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.

As previously outlined in the Company's Annual Report on Form 10-K
for the nine-month transition period ended Dec. 31, 2010, the
Company completed the acquisition of certain business assets in
transactions effective Dec. 31, 2010.  The Company's management
has been focused on business issues related to the integration of
these assets to the Company's business, and requires additional
time to compile and review the financial results and prepare its
discussion and analysis for the three-month period ended March 31,
2011, to ensure adequate disclosure is made in the Company's
Quarterly Report on Form 10-Q for the period.  In addition,
Company's auditors need additional time to complete their review
of the Company's financial statements for the period.  This delay
could not be eliminated without unreasonable effort and expense.

                      About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at Sept. 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows


ENVIRONMENTAL SOLUTIONS: Warns of Bankruptcy or Insolvency
----------------------------------------------------------
Environmental Solutions Worldwide, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $3.06 million on
$2.05 million of sales for the three months ended March 31, 2011,
compared with a net loss of $4.89 million on $2.25 million of
sales for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$8.07 million in total assets, $10.93 million in total
liabilities, and a  stockholders' deficit of $2.86 million.

                        Bankruptcy Warning

"We may have to raise additional funds, which may be costly, to
operate our business and provide other needed capital, and we may
be unable to do so on favorable terms or at all," the Company said
in the filing."

"If we are unable to access the capital and commercial bank credit
markets, obtain additional equity capital, sell assets or
otherwise raise additional financing in a timely manner, our
financial condition and ability to operate our business will be
significantly affected and one possible outcome may be bankruptcy
or insolvency."

As reported in the TCR on April 6, 2011, MSCM LLP, in Toronto,
Canada, expressed substantial doubt about Environmental Solutions'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's experience of negative cash flows from operations and
its dependency upon future financing.

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

                       http://is.gd/PjZdBQ

Ontario, Canada-based Environmental Solutions Worldwide, Inc., is
engaged through its wholly owned subsidiaries in the design,
development, manufacturing and sales of environmental technologies
and emission testing service.  The Company is currently focused on
the international medium duty and heavy duty diesel engine market
for on-road and off-road vehicles as well as the utility engine,
mining, marine, locomotive and military industries.  The Company
also offers engine and after treatment emissions verification
testing and certification services.


EVERGREEN ENERGY: Provides Updates on 2011 Corporate Objectives
---------------------------------------------------------------
Evergreen Energy Inc. released a letter to its shareholders from
the Executive Chairman of the Board on May 17, 2011:

     Dear Shareholders,

     Earlier this year, I laid out a number of key objectives that
     we have set ourselves, including the provision of regular
     updates, and I would like to discuss our progress on these
     initiatives, particularly as they relate to the development
     of our K-Fuel(R) technology.

     By way of reminder, our most significant corporate objectives
     for 2011, and noted in my open letter to shareholders dated
     March 15 2011, include:

        1. Re-opening our K-Fuel testing facility in Wyoming;

        2. Completing our joint venture with WPG Resources by the
           end of this summer; and

        3. Establishing an additional customer agreement to
           produce upgraded coal from K-Fuel.

     We announced the re-opening of our K-Fuel testing facility on
     Feb. 14, 2011.  This was followed by our March 30, 2011,
     announcement of the closing of the sale of the assets of our
     subsidiary, Landrica Development Company, including the Fort
     Union plant and associated property located near Gillette,
     Wyoming.  In parallel to this announcement, we also entered
     into a lease agreement to provide access to and use of the K-
     Fuel testing facility and certain equipment located on the
     Fort Union site for a period of five years at nominal cost to
     the company.  This enabled us to capitalize on the
     achievement of the first of the above noted objectives, and
     continue expanding the capacity of our test facilities as we
     anticipate an increasing level of testing demand from
     possible customers and joint venture partners.

     As part of the increased testing activities at the K-Fuel
     test facility, WPG delivered for testing coal samples from
     its Penrhyn coal project south of Coober Pedy in South
     Australia.  Evergreen is conducting thermal coal analyses and
     testing of these samples at the K-Fuel test facility.  As
     announced on Feb. 2, 2011, WPG shares our objectives with
     respect to the upgrading of coal in the Pacific Basin region,
     and we look forward to working in tandem with WPG to further
     our efforts in developing K-Fuel into value for both our
     companies.  As such, we are on track with our expectation to
     complete our joint venture with WPG by the end of this
     summer.  In parallel, and as noted by WPG in official
     announcements they have made via the Australian Stock Market,
     WPG has continued with a drilling programme that is
     concentrated on the important Penrhyn deposit.

     The importance of a building human resources to support our
     efforts cannot be understated, and I am therefore pleased to
     report that we now have a growing technical, engineering and
     business development team in place that includes a senior
     executive who is in the process of moving to Singapore to
     open up our office in that location.  We expect to be
     operational in Singapore by the end of the summer and thereby
     accelerate our dialogue with a number of coal companies who
     own or control sub bituminous reserves in Indonesia.  In
     addition to our agreement with WPG, and in light of the
     global demand for cleaner coal technologies, we anticipate
     that an operational presence in Singapore will support our
     efforts to add an additional agreement for our K-Fuel
     technology by the end of 2011.

     Over the course of the last several months, we have made
     significant strides in improving our balance sheet, providing
     us with a solid foundation on which to execute on these
     important growth initiatives.

     In summary, while we are encouraged by our progress to date,
     my colleagues and I will continue to work actively to ensure
     that we meet our corporate objectives.  I wish to thank all
     our shareholders and staff for their support during this
     particular time.  The results of this work should start to
     become apparent in the coming months.

     With Regards,

     Ilyas Khan

                       About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$33.50 million in total assets, $37.62 million in total
liabilities, and a $4.12 million total stockholders' deficit.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


FIRST COMMUNITY BANK: Bank to Merge With Community Bank & Company
-----------------------------------------------------------------
First Community Bank Corporation of America filed its quarterly
report on Form 10-Q, reporting a net loss of $3.37 million on
$3.39 million of net interest income for the three months ended
March 31, 2011, compared with a net loss of $1.87 million on
$3.65 million of net interest income for the same period last
year.

The Company's balance sheet at March 31, 2011, showed
$452.31 million in total assets, $426.72 million in total
liabilities, and stockholders' equity of $25.59 million.

On Feb. 10, 2011, the Company and First Community Bank of America
entered into an Acquisition Agreement with CBM Florida Holding
Company and Community Bank & Company, under which the Bank will be
merged with and into Community Bank & Company, and the Company
will transfer to CBM Holdings all of the shares of First Community
Lender Services, Inc.  Under the terms of the Acquisition
Agreement, the Company will receive $10 million in cash at
closing.

The Company's Board of Directors, in connection with entering into
the Acquisition Agreement, approved a plan of complete liquidation
and dissolution for the holding company.  The Plan was approved by
the holders of a majority of the outstanding shares of common
stock of the Company at a special shareholders meeting held for
April 11, 2011.  Final regulatory approvals were received on
May 10, 2011.  It is presently anticipated the transactions will
be consummated on May 31, 2011.  Following the consummation of the
transactions, the Company will be required to wind up of all of
its business and distribute thereafter to its common stockholders
all of its remaining cash, such distributions will take place
towards the end of 2011.

As reported in the TCR on April 6, 2011, Hacker, Johnson & Smith
PA, in Tampa, Fla., expressed substantial doubt about First
Community Bank Corporation of America's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that of the Company's recent and
continuing increases in non-performing assets, increases in
provisions for loan losses, declining net interest margin,
continuing high levels of non-interest expenses related to
the credit problems and eroding regulatory capital.

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

                       http://is.gd/g9XvN3

Pinellas Park, Fla.-based First Community Bank Corporation of
America owns all of the outstanding common stock of First
Community Bank of America and First Community Lender Services,
Inc. ("FCLS").  The Company's primary business activity is the
operation of the Bank.  The Bank is a federally-chartered stock
savings bank providing a variety of banking services to small and
middle market businesses and individuals through its four banking
offices located in Pinellas County, two banking offices in Pasco
County, three banking offices located in Charlotte County, and two
offices located in Hillsborough County, Florida.  FCLS had minimal
activity during the three months ended March 31, 2011, and 2010.


FLINT TELECOM: Delays Filing of March 31 Form 10-Q
--------------------------------------------------
Flint Telecom Group, Inc., notified the U.S. Securities and
Exchange Commission that its Quarterly Report on Form 10-Q for the
third quarter ended March 31, 2011, could not be filed within the
prescribed time period because the Company, which has a small
accounting staff, has devoted substantial time and effort to
recent business matters affecting it.  As a result, the Company
has not yet been able to finalize its Quarterly Report for the
third quarter ended March 31, 2011.

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- operates its business
through six wholly-owned subsidiaries, Cable and Voice
Corporation, Phone House, Inc., Flint Prepaid, Inc. (previously
named Wize Communications, Inc.), Digital Phone Solutions, Inc.,
Ingedigit International, Inc. and Gotham Ingedigit Financial
Processing Corp. dba Power2Process.  The Company provides next
generation turnkey voice, data and wireless services through
partner channels primarily in the United States.

The Company's balance sheet at Dec. 31, 2010, showed $10.2 million
in total assets, $17.7 million in total liabilities, $4.9 million
in redeemable equity securities, and a stockholders' deficit of
$12.4 million.

As reported in the Troubled Company Reporter on Oct. 26, 2010,
L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about Flint Telecom's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered losses from operations, negative cash flows
from operations and current liabilities exceed current assets.


FLORIDA GAMING: Incurs $1.73 Million First Quarter Net Loss
-----------------------------------------------------------
Florida Gaming Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.73 million on $1.12 million of pari-mutuel revenue
for the three months ended March 31, 2011, compared with a net
loss of $1.34 million on $1.54 million of pari-mutuel revenue for
the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $17.11
million in total assets, $24.14 million in total liabilities and a
$7.03 million total stockholders' deficit.

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

                       http://is.gd/gZzvet

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $4.84 million on $4.11 million
of Jai-Alai Mutuel revenue for the year ended Dec. 31, 2010,
compared with a net loss of $4.87 million on $6.85 million of Jai-
Alai Mutuel revenue during the prior year.

As reported by the TCR on April 7, 2011, King + Company, PSC, in
Louisville, Kentucky, noted that the Company has suffered
recurring losses from operations and cash flow deficiencies which
raise substantial doubt about its ability to continue as a going
concern.


FNB UNITED: Delays Filing of First Quarter Form 10-Q
----------------------------------------------------
FNB United Corp. 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
finalization of the its financial statements for that quarter and
related Management's Discussion and Analysis of Financial
Condition and Results of Operations and other Company and
management disclosures has been delayed as a result of
management's ongoing assessment of nonperforming assets.  The
Company anticipates filing its quarterly report on Form 10-Q as
soon after May 16, 2011, as possible and within the five-day
period from that date as provided by Rule 12b-25 under the
Securities Exchange Act of 1934, as amended.

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company reported a net loss of $112.92 million on
$82.83 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $101.69 million on
$103.17 million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.92 billion
in total assets, $1.93 billion in total liabilities, and a
$9.93 million shareholders' deficit.

                    Going Concern Doubt Raised

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.


FOREVERGREEN WORLDWIDE: Posts $342,800 Net Loss in Q1 2011
----------------------------------------------------------
ForeverGreen Worldwide Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $342,783 on $2.82 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $43,536 on $2.54 million of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed
$9.31 million in total assets, $4.82 million in total liabilities,
and stockholders' equity of $4.49 million.

Morrill & Associates, in Bountiful, Utah, expressed substantial
doubt about ForeverGreen Worldwide's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has a working capital
deficiency, and has had negative cash flows from operations and
recurring operating losses substantially since inception.

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

                       http://is.gd/6jxcrp

The Company reported a net loss of $399,106 on $10.62 million of
revenues in 2010, compared with a net loss of $7.12 million on
$12.09 million of revenues in 2009.  For the year ended Dec. 31,
2009, the Company recognized a $5.77 million impairment of
goodwill.

The Company's balance sheet at Dec. 31, 2010, showed
$9.04 million in total assets, $4.21 million in total liabilities,
and stockholders' equity of $4.83 million.

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

                       http://is.gd/Nqypho

                About ForeverGreen Worldwide Corp.

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.


FUSION TELECOMMUNICATIONS: Q1 Net Loss from Ops. at $2.1-Mil.
-------------------------------------------------------------
Fusion Telecommunications International, Inc., notified the U.S.
Securities and Exchange Commission that it requires additional
time to file its quarterly report on Form 10-Q for the period
ended March 31, 2011, in order to complete auditor review thereof.

The Company anticipates that the net loss from continuing
operations for the quarter ended March 31, 2011, will be
approximately $1.2 million, or approximately 20% less than the
$1.5 million loss from continuing operations for the quarter ended
March 31, 2010.

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.

Fusion Telecommunications reported a net loss of $5.8 million on
$41.8 million of revenues for 2010, compared with a net loss of
$9.6 million on $40.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $5.0 million
in total assets, $13.0 million in total liabilities, and a
stockholders' deficit of $8.0 million.


GAMETECH INTERNATIONAL: Kevin Painter Appointed Board Chairman
--------------------------------------------------------------
The GameTech International, Inc., Board of Directors appointed
Kevin Y. Painter as its non-executive Chairman of the Board on
May 11, 2011.  No additional compensation is to be awarded to Mr.
Painter in connection with this appointment.

                          About GameTech

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at Jan. 30, 2011 showed $40.86 million
in current assets, $31.47 million in current liabilities and $9.39
million in total stockholders' equity.


GATORLAND CROSSINGS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Gatorland Crossings, LLC
        P.O. Box 916655
        Longwood, FL 32791

Bankruptcy Case No.: 11-07611

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Aldo G Bartolone, Jr., Esq.
                  BARTOLONE & BATISTA, LLP
                  948 S. Semoran Boulevard, Suite 102
                  Orlando, FL 32807
                  Tel: (407) 306-8066
                  Fax: (407) 306-9393
                  E-mail: agb@bartolonelaw.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-07611.pdf

The petition was signed by Bassam Mnayarji, managing member.


GENERAL MARITIME: Authorized Common Shares Hiked to $390 Million
----------------------------------------------------------------
At the 2011 Annual Meeting of Shareholders of General Maritime
Corporation on May 12, 2011, the Company's shareholders approved
an amendment to the Company's Amended and Restated Articles of
Incorporation to increase the number of authorized shares of the
Company's common stock from 140,000,000 shares to 390,000,000
shares.  The increase in the number of authorized shares of the
Common Stock was effected pursuant to an Articles of Amendment of
Amended and Restated Articles of Incorporation filed with the
Secretary of State of the State of Delaware on May 12, 2011, and
was effective as of such date.

At the Annual Meeting, shareholders of record on March 15, 2010,
were entitled to vote 89,593,272 shares of the Common Stock.  A
total of 71,895,535 shares of Common Stock (80.2% of all shares
entitled to vote at the Annual Meeting) were represented at the
Annual Meeting in person or by proxy.

At the Annual Meeting, the shareholders of the Company (i) elected
two director nominees -- Rex W. Harrington and George J. Konomos -
- to hold office until the 2014 Annual Meeting of Shareholders and
until their successors are elected and qualified or until their
earlier resignation or removal, (ii) approved an amendment to the
Company's Amended and Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock from
140,000,000 to 390,000,000, (iii) did not approve the Company's
2011 Stock Incentive Plan, (iv) ratified the appointment of
Deloitte & Touche LLP as the Company's independent certified
public accountants for the fiscal year ended Dec. 31, 2011, (v)
approved an advisory, non-binding resolution regarding the
compensation of the Company's named executive officers and (vi)
approved every one year in an advisory, non-binding resolution as
the frequency of the advisory vote on the compensation of the
Company's named executives.

                    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.


GENERAL MOTORS: Moody's Rates Senior Unsecured Notes at 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $500 million
senior unsecured notes issuance of General Motors Financial
Company, Inc. (GMF). The rating outlook is stable.

RATINGS RATIONALE

GMF is a wholly owned subsidiary of General Motors Company (GM).
GMF's ratings (Corporate Family Rating and senior unsecured debt
at B1) incorporate one notch of uplift from GM ownership and
support.

The principal methodology used in this rating was Analyzing The
Credit Risks Of Finance Companies published in October 2000.

GMF, formerly known as AmeriCredit Corp., is an automobile finance
company providing financing solutions indirectly through auto
dealers across the United States. GMF has approximately 800,000
customers and $8.7 billion in auto receivables. GM is one of the
world's largest automakers; as of March 31, 2011 GM reported total
assets of $146 billion.


GENTA INC: Reports $513,000 Net Income in First Quarter
-------------------------------------------------------
Genta Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $513,000 on $53,000 of product sales for the three months ended
March 31, 2011, compared with a net loss of $166.61 million on
$34,000 of product sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $10.82
million in total assets, $14.13 million in total liabilities and a
$3.31 million total stockholders' deficit.

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

                       http://is.gd/a7DFT2

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations, negative cash flows from operations and current
maturities of convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.


GLC LIMITED: Wants to Sell Miscellaneous Inventory for $250,000
---------------------------------------------------------------
The Hon. Jeffery P. Hopkins of the U.S. Bankruptcy Court
for the Southern District Of Ohio authorized GLC Limited to sell
certain de minimis assets, free and clear of liens, claims,
interests and encumbrances.

The assets, included but not limited to, miscellaneous inventory,
supplies and ancillary equipment located in the warehouses and
retail stores for an aggregate amount of $250,000.

                         About GLC Limited

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

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition. The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

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


GUIDED THERAPEUTICS: Incurs $726,000 First Quarter Net Loss
-----------------------------------------------------------
Guided Therapeutics, Inc., reported a net loss of $726,000 on
$767,000 of revenue for the three months ended March 31, 2011,
compared with a net loss of $1.46 million on $821,000 of revenue
for the same period during the prior year.

The Company's selected balance sheet data showed $2.30 million in
cash & cash equivalents, $3.13 million in total assets, and a
$79.17 million accumulated deficit.

"We are pleased with the progress we made on a number of fronts
thus far in 2011," said Mark L. Faupel, Ph.D., chief executive
officer and president of Guided Therapeutics.  "In April, we held
a productive meeting with the U.S. Food and Drug Administration
(FDA) regarding our non-invasive cervical disease technology
premarket approval (PMA) application.  Importantly, as a result of
that meeting, we believe we have a clearly defined path to a panel
review meeting, as well as guidance on answering the questions we
received from FDA in March.  We successfully completed an FDA
audit of our clinical trial records, bringing to four the number
of successfully completed FDA audits in connection with our PMA
application."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/OOWz9i

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


HAWKS PRAIRIE: Selling Commercial Real Property for $27-Mil.
------------------------------------------------------------
Debtor Hawks Prairie Investment, LLC, and secured creditor
HomeStreet Bank, ask the U.S. Bankruptcy Court for the Western
District of Washington to approve the sale of the commercial real
property assets of the Debtor pursuant to the 11 U.S.C. Sec. 363
and the confirmed Chapter 11 plan of the Debtor.

The Debtor relates that the assets to be purchased include all of
Debtor's rights, title, and interest in and to all of the Debtor's
commercial real and associated personal property.  The real
property comprising the commercial property is the 215 acres
comprised of Parcels A and B.

The Debtor has entered into a proposed sale to Eclipse Development
Group, LLC or its designee, assignee or nominee of the commercial
parcels of the real estate of Debtor for the aggregate
consideration of $27,000,000.

The sale is subject to higher and better offers, and will be free
and clear of all liens, claims, interests and encumbrances.

The Debtor propose an in-person auction on July 29, 2011, at
10:00 a.m., PST, at the offices of Foster Pepper PLLC, at 1111
Third Avenue, Suite 3400, in Seattle, Washington.  Qualified bids
are due five business days prior to the auction date.

                  About Hawks Prairie Investment

Olympia, Washington-based Hawks Prairie Investment LLC owns real
property in Thurston County, Washington.  It filed for Chapter 11
bankruptcy protection (Bankr. W.D. Wash. Case No. 10-46635) on
Aug. 13, 2010.  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, represents the Debtor.  The Company disclosed $89,000,071 in
assets and $44,778,104 in liabilities as of the Chapter 11 filing.

An affiliate, Pacific Investment Group LLC, filed a separate
Chapter 11 petition on October 22, 2009 (Bankr. W.D. Wash. Case
No. 09-47915).

The U.S. Trustee was unable to form a committee of unsecured
creditors in the Debtor's case.

On March 4, 2011, the Court confirmed the Debtor's Plan of
Reorganization which provides for the sale of 337 acres of
undeveloped real property in Lacey, Washington.  The Debtor will
use the proceeds to pay secured claims in the order of their
priority and then, if any funds are left, to pay unsecured claims.


HERTZ CORP: DBRS Puts 'BB' Issuer Rating Under Review Developing
----------------------------------------------------------------
DBRS Inc. (DBRS) has placed the ratings of Hertz Corporation
(Hertz or the Company), including its Issuer Rating of BB, Under
Review Developing following the Company's announcement that it
intends to acquire Dollar Thrifty Automotive Group, Inc. (DTAG)
(Issuer Rating of B (high) by DBRS) for approximately $2.1 billon.

In placing the ratings Under Review Developing, DBRS recognizes
the positives that this acquisition could bring to the table,
while also presenting certain risks.  Further, DBRS notes that
there are certain uncertainties regarding this potential
transaction.  For instance, a definitive merger agreement has not
been executed and there is a chance that the final purchase price
may ultimately change, especially if other potential suitors
present counteroffers.  Moreover, the proposed transaction is
subject to customary closing conditions, DTAG shareholder approval
and regulatory approvals.  Nonetheless, should the deal progress
and the final purchase price and financing composition become more
certain, DBRS will complete its review assessing the impact on
Hertz's franchise, risk profile, capital structure and its
earnings generation ability.

The Under Review Developing status reflects DBRS's view that the
potential acquisition of DTAG is a long-term positive for Hertz
and will further strengthen the Company's overall franchise.  This
transaction would combine two complementary businesses, Hertz with
its strong presence in the premium and corporate travel segment
and DTAG, with its solid position in the value-oriented leisure
travel segment.  Furthermore, DBRS sees very little overlap in the
businesses and, with the successful completion of the proposed
transaction, Hertz will gain immediate scale in the value-priced
customer segment, in which it currently lacks a significant
presence.  As such, in the longer-term, DBRS sees the potential
for upward ratings momentum should Hertz's performance demonstrate
that the Company is capturing the benefits of the transaction,
while reducing leverage to historical levels.

Conversely however, DBRS sees potential risks in this transaction
especially should the purchase price increase resulting in
increased leverage, which in turn would weaken the Company's
financial profile, resulting in this transaction being less
accretive.  Furthermore, the review status also considers DBRS's
view that the upside potential discussed above may be muted should
industry fundamentals deteriorate.  These downside risks are
factored into the rating action which also signifies that there is
a potential for downward rating pressure.  DBRS will continue to
monitor the structure of the purchase, the actual level of net
debt incurred, goodwill and the ultimate impact on leverage.

DBRS notes that, as with any acquisition, there are certain
integration and execution risks involved in this proposed
transaction.  However, industry fundamentals are improving with
strengthening rental demand, a healthy used vehicle market
benefiting fleet costs and pricing discipline being maintained by
industry participants.  As a result, DBRS currently views the
near-term earnings outlook for both Hertz and DTAG as positive
increasing the likelihood of successful execution of the
combination.  Nevertheless, as discussed above, DBRS remains
cautious regarding the sustainability of the economic recovery and
the potential for a reversal of the positive industry trends.  To
this end, DBRS is concerned that should these industry trends
reverse, Hertz's ability to navigate a downturn could be at
greater risk given the enlarged funding stack.  DBRS notes that
its rating for the Senior Subordinated Debt has been withdrawn as
the securities have been paid in full.

DBRS will monitor developments and will provide comments in due
course, as details of any definitive agreement become available.


IDO SECURITY: Delays Filing of First Quarter Form 10-Q
------------------------------------------------------
IDO Security Inc.'s Quarterly Report on Form 10-Q for the three
months ended March 31, 2011, could not be filed by the prescribed
due date of May 16, 2011, because the Company had not yet
finalized its treatment and disclosure of certain material events
that occurred during the quarter.  As a result, the review of the
Company's financial statements for the three months ended
March 31, 2011, is ongoing.  Accordingly, the Company is unable to
file such report within the prescribed time period without
unreasonable effort or expense.  The Company anticipates that the
subject quarterly report will be filed on or before May 23, 2011.

                        About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company reported a net loss of $7.78 million on $61,399 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $6.40 million on $82,721 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $1.87 million
in total assets, $17.48 million in total liabilities, and a
$15.61 million total stockholders' deficiency.

As reported by the TCR on April 15, 2011, Rotenberg Meril Solomon
Bertiger & Guttilla, P.A., in Saddle Brook, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has not achieved
profitable operations, has incurred recurring losses, has a
working capital deficiency and expects to incur further losses in
the development of the business.


IMAGE METRICS: Reports $689,000 Net Income in March 31 Quarter
--------------------------------------------------------------
Image Metrics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $689,000 on $435,000 of revenue for the three months ended
March 31, 2011, compared with a net loss of $5.28 million on
$1.57 million of revenue for the same period a year ago.  The
Company also reported a net loss of $1.42 million on $985,000 of
revenue for the six months ended March 31, 2011, compared with a
net loss of $6.61 million on $3.96 million of revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.66 million in total assets, $15.31 million in total
liabilities, and a $10.65 million total shareholders' deficit.

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

                        http://is.gd/Kh1AVq

                        About Image Metrics

Santa Monica, Calif.-based Image Metrics, Inc., provides
technology-based facial animation solutions to the interactive
entertainment industry.  Using proprietary software and
mathematical algorithms that "read" human facial expressions, the
Company's technology converts video footage of real-life actors
into 3D computer generated animated characters.  Examples of the
Company's facial animation projects include the 2008 "Grand Theft
Auto IV" video game, the 2009 computer generated aging of Brad
Pitt in the feature film "The Curious Case of Benjamin Button,"
the 2009 Black Eyed Peas' "Boom Boom Pow" music video, and the
2010 "Red Dead Redemption" video game.

The Company's key intellectual property consists of one patent
registered in the United States, four additional patents in
process, the identification of 16 potential new patents, and
significant well-documented trade secrets.

BDO USA, LLP, in Los Angeles, after auditing the Company's
financial statements for the year ended Sept. 30, 2010, expressed
substantial doubt about Image Metrics, Inc.'s ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.

The Company reported a net loss of $9.7 million on $5.9 million of
revenue for fiscal 2010, compared to a net loss of $6.8 million on
$4.0 million of revenue for fiscal 2009.


IMR CONTRACTOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: IMR Contractor Corporation
        24967 Huntwood Drive
        Hayward, CA 94544

Bankruptcy Case No.: 11-45500

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: William J. Lafferty

Debtor's Counsel: Chris D. Kuhner, Esq.
                  KORNFIELD, NYBERG, BENDES AND KUHNER
                  1970 Broadway, #225
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  E-mail: c.kuhner@kornfieldlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/canb11-45500.pdf

The petition was signed by Ismael Avila, manager.


INDIANA ASSETS: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Indiana Assets L.L.C.
        P.O. Box 1605
        Bloomington, IN 47402-1605

Bankruptcy Case No.: 11-06486

Chapter 11 Petition Date: May 19, 2011

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Craig R. Benson, Esq.
                  CRAIG BENSON, ATTORNEY AT LAW, P.C.
                  9577 East State Road 45
                  Unionville, IN 47468
                  Tel: (812) 322-6683
                  Fax: (812) 331-9805
                  E-mail: cbenson@kiva.net

Scheduled Assets: $2,336,063

Scheduled Debts: $1,744,253

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/insb11-06486.pdf

The petition was signed by Clayton Nunes, manager.


INNKEEPERS USA: Files Reorganization Plan, Disclosure Statement
---------------------------------------------------------------
BankruptcyData.com reports that Innkeepers USA Trust filed with
the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and
related Disclosure Statement.

According to BData, the Plan is comprised of four separate Joint
Plans: the "Fixed/Floating Plan, the Anaheim Plan, the Ontario
Plan and the Remaining Debtor Plan."  The Joint Plan for the
Fixed/Floating Debtors contemplates recapitalization of the
Fixed/Floating Debtors through debt conversion and infusions of
new capital. The Fixed/Floating Debtors are primarily related to
the hotels serving as collateral for the fixed rate pool mortgage
loan and the floating rate pool mortgage loan. The Fixed/Floating
Plan reflects the results of the auction where Cerberus and
Chatham Lodging proposed a successful bid valued at approximately
$1.1 billion for 64 hotels owned by Innkeepers USA Trust. The Plan
also includes a Joint Plan for the Anaheim Hotel Debtors, a Joint
Plan for the Ontario Hotel Debtors and a Plan for the remaining
Debtors, which includes the LNR Properties that Chatham L.P.
purchased at auction for $195 million.

                     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.


INTEGRATED BIOPHARMA: Incurs $876,000 Net Loss in March 31 Qtr.
---------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $876,000 on $6.30 million of net sales for the three
months ended March 31, 2011, compared with a net loss of
$1.92 million on $5.34 million of net sales for the same period
during the prior year.  The Company also reported a net loss of
$1.30 million on $18.39 million of net sales for the nine months
ended March 31, 2011, compared with a net loss of $3.86 million on
$14.17 million of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$13.22 million in total assets, $19.96 million in total
liabilities, all current, and a $6.73 million total stockholders'
deficiency.

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

                       http://is.gd/eo7GXT

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.


INTERMETRO COMMUNICATIONS: Reports $2MM Net Income in Q1 2011
-------------------------------------------------------------
InterMetro Communications, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $2.0 million on $6.3 million of
revenues for the three months ended March 31, 2011, compared with
net income of $1.1 million on $5.9 million of revenues for the
same period last year.

During the three months ended March 31, 2011, the Company entered
into numerous cash payment plan agreements with vendors for
amounts less than the liability recorded in accounts payable.  As
a result of these agreements, the Company recorded a gain on
forgiveness of debt of $1.7 million for the three months ended
March 31, 2011.  In addition, the Company wrote-off certain
accounts payable for Competitive Local Exchange Carriers ("CLEC")
that resulted in a gain of $186,000 for the same period, and is
included in accounts payable write-off.  The CLEC accounts payable
were written off based on a two year statute of limitations on
such accounts payable balances.  During the three months ended
March 31, 2010, the Company entered into payment plan agreements
that resulted in the Company recording a gain on forgiveness of
debt of $461,000.  In addition, the Company wrote-off certain
accounts payable for CLECs that resulted in a gain of $591,000.

The Company's balance sheet at March 31, 2011, showed $4.1 million
in total assets, $18.9 million in total liabilities, and a
stockholders' deficit of $14.8 million.

As reported in the TCR on April 5, 2011, Gumbiner Savett Inc., in
Santa Monica, Calif., expressed substantial doubt about InterMetro
Communications' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company incurred net losses in previous years, and as of
Dec. 31, 2010, the Company had a working capital deficit of
approximately $16,273,000 and a total stockholders' deficit of
approximately $16,836,000.  "The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2011 without the completion of additional
financing."

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

                       http://is.gd/B9ppNM

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.


INTERNATIONAL ENERGY: Amends Schedules of Assets & Liabilities
--------------------------------------------------------------
International Energy Holdings Corp. has filed with the U.S.
Bankruptcy Court for the Middle District of Florida its amended
schedules of assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                      $1,729,190
B. Personal Property                 $11,425,615
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $12,420,440
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $116,863
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $3,325,634
                                     -----------       -----------
      TOTAL                          $13,154,805       $15,862,937

                        About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection on March 28, 2011 (Bankr. M.D. Fla. Case No. 11-05547).
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.


INTERNATIONAL ENERGY: Wins OK for McIntyre Panzarella as Counsel
----------------------------------------------------------------
International Energy Holdings Corp. sought and obtained
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to employ McIntyre Panzarella Thanasides
Hoffman Bringgold & Todd, P.L., as its attorneys.

The professional services to be rendered by the attorney include:

     a. rendering legal advice with respect to Debtor's powers and
        duties as debtor-in-possession, the continued operation of
        its business and the management of its property;

     b. preparing on behalf of Debtor any necessary petitions,
        motions, applications, answers, orders, reports, and
        other legal papers;

     c. appearing before this Court and the U.S. Trustee to
        represent and protect the interests of the Debtor;

     d. assisting with and participating in negotiations with
        creditors and other parties-in-interest in formulating a
        plan of reorganization, drafting such a plan and a
        related disclosure statement and taking necessary legal
        steps to confirm such a plan;

     e. representing Debtor in any negotiations with potential
        financing sources, and to prepare any contracts, security
        instruments, or other documents necessary to obtain
        financing;

     f. representing Debtor in all adversary suits, contested
        matters and matters involving administration of this case;

     g. taking any necessary action to recover any voidable
        transfers and to avoid any lines against Debtor's property
        obtained within 90 days of the filing of the petition in
        Chapter 11 and at a time when Debtor as insolvent;

     h. enjoying or staying any and all suits against the Debtor
        affecting the debtor-in-possession's ability to continue
        in business or affecting property in which the Debtor has
        equity; and

     i. performing all legal services for Debtor, which may be
        necessary for the proper preservation and administration
        of the Chapter 11 case.

Christopher C. Todd, Esq., a partner at McIntyre Panzarella
Thanasides Hoffman Bringgold & Todd, P.L., assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                        About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection on March 28, 2011 (Bankr. M.D. Fla. Case No. 11-05547).
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.


INTERNATIONAL FUEL: Posts $523,300 Net Loss in First Quarter
------------------------------------------------------------
International Fuel Technology, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $523,324 on $62,930 of revenues
for the three months ended March 31, 2011, compared with a net
loss of $650,697 on $48,696 of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $2.7 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $1.2 million.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Chicago,
expressed substantial doubt about International Fuel'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, has a working capital deficit at
Dec. 31, 2010, and has cash obligations and outflows from
operating activities.

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

                       http://is.gd/auBplf

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.


IVAX DIAGNOSTICS: Posts $1 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
IVAX Diagnostics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.0 million on $4.1 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $957,428 on $4.7 million of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$15.2 million in total assets, $6.6 million in total liabilities,
and stockholders' equity of $8.6 million.

As reported in the TCR on April 5, 2011, Grant Thornton LLP, in
Miami, Fla., expressed substantial doubt about IVAX Diagnostics'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company
incurred a net loss of $4.2 million during the year ended Dec. 31,
2010, and used cash from operations of $1.9 million during the
year ended Dec. 31, 2010.

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

                       http://is.gd/0ftMjo

Miami, Fla.-based IVAX Diagnostics, Inc. (NYSE Amex: IVD)
-- http://www.ivaxdiagnostics.com/-- through its subsidiaries,
develops, manufactures and markets diagnostic test kits, or
assays, and automated systems that are used to aid in the
detection of disease markers primarily in the areas of autoimmune
and infectious diseases.


IVOICE INC: Delays Filing of First Quarter Form 10-Q
----------------------------------------------------
iVoice, Inc., notified the U.S. Securities and Exchange Commission
that it has been unable to complete and file, when originally due,
the Quarterly Report on Form 10-Q for the period ended March 31,
2011, as a result of delays in completing the financial statements
and the subsequent review by the Company's independent accounting
firm.

                           About Ivoice

Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is
focused on the development and licensing of its proprietary
technologies.  To date the Company has filed fifteen (15) patent
applications with the United States Patent and Trademark Office
for speech enabled applications that the Company has developed
internally.  Of the patent applications the Company has filed,
four (4) patents have been awarded.

As reported by the TCR on April 25, 2011, Rosenberg Rich Baker
Berman & Co, in Somerset, New Jersey, expressed substantial doubt
about iVoice, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial accumulated deficits.

The Company reported a net loss of $1.5 million on $177,198 of
sales for 2010, compared with net income of $219,780 on $108,120
of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.7 million
in total assets, $3.4 million in total liabilities, and a
stockholders' deficit of $1.7 million.


J PASS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: J Pass II, LLC
        P.O. Box 7930
        Saint Petersburg, FL 33734

Bankruptcy Case No.: 11-09687

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  PALM HARBOR LAW GROUP, P.A.
                  2997 Alternate 19, Suite B
                  Palm Harbor, FL 34683
                  Tel: (727) 797-7799
                  Fax: (727) 213-6933
                  E-mail: jstreuhaft@yahoo.com

Scheduled Assets: $2,600,959

Scheduled Debts: $6,580,491

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-09687.pdf

The petition was signed by James Hartley, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Atlanta Mandalay, LLC                 11-09689            05/20/11


JACKSON HEWITT: Files for Bankruptcy Protection
-----------------------------------------------
Jackson Hewitt Tax Service Inc., along with affiliates, filed for
bankruptcy (Bankr. D. Del. Lead Case No. 11-11587) on May 24, with
a deal with secured lenders that will let it exit court protection
within 60 days.

Jackson Hewitt estimated as much as $500 million in assets and
debts in Chapter 11 documents filed in U.S. Bankruptcy Court in
Wilmington, Delaware.

Bloomberg News notes that the Chapter 11 filing comes after U.S.
regulators moved to curb the loans that tax preparers arrange for
customers expecting refunds.  Refund-anticipation loans are under
scrutiny by regulators including the Federal Deposit Insurance
Corp. and the Office of the Comptroller of the Currency.  The
biggest U.S. tax preparer, H&R Block Inc., won't offer tax-refund
loans this year after the OCC, which regulates national banks,
blocked HSBC Holdings Plc from funding them.  JPMorgan Chase & Co.
exited the refund-loan business in April 2010.

                           $350 Mil. Debt

Under a prepetition credit agreement, the Debtors owe $214.4
million principal amount of term loans, $141.4 principal amount of
revolver loans, and $1.9 million under related hedge agreements.
The obligations are secured by a first lien on substantially all
of the Debtors' assets.

The total enterprise value of the Debtors is estimated in a range
of between $200 million and $250 million.  The lenders have an
unsecured deficiency claim of approximately $172 million, which
makes them the Debtors' largest unsecured creditors: the Debtors
have no other funded debt obligations, and as of the Petition
Date, the Debtors were obligated on a relatively small amount of
outstanding trade debt.

"The debt and interest rate burden we have carried in recent years
has limited our potential and financial flexibility and this will
no longer be the case," Chief Executive Officer Philip H. Sanford
said in a statement.

In March, Jackson Hewitt said it was working on a prepackaged
bankruptcy with lenders and there was "uncertainty" about its
ability to continue as a going concern.

                        Road to Chapter 11

Daniel P. O'Brien, executive vice president, chief financial
officer, and treasurer, relates that the Debtors sought chapter 11
protection because they can no longer sustain the amount of their
debt obligations under their prepetition credit agreement.

The Debtors incurred these debt obligations at a time when their
EBITDA was significantly higher than it is now. Specifically, the
Debtors' 2009 EBITDA was approximately $75 million, but it dropped
to $46.8 million in 2010 and is estimated to be $48.3 million for
2011.  The Debtors' declining EBITDA has been driven by several
factors, including a several-year decline in the number of tax
returns prepared year-over-year and overall operating performance.
While the Debtors reversed this trend for the 2011 tax season, the
increase in returns over the 2010 tax season was relatively
modest.  These factors have driven the Debtors' enterprise value
down significantly, such that there is insufficient value to pay
in full the lenders under the Credit Agreement.

                         Pre-Arranged Plan

Under the terms of the proposed Plan, Jackson Hewitt's current
secured lenders will receive their pro rata share of a new $100
million term loan and all of the equity in the reorganized
enterprise.  The Company also anticipates entering into a new $115
million revolving credit facility upon consummation of the Plan.
It is anticipated that upon consummation of the proposed Plan,
Jackson Hewitt's new equity will be privately held. Under the
proposed Plan, all of the Company's existing common stock will be
cancelled upon Jackson Hewitt's emergence from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

According to Mr. O'Brien, the Plan, if confirmed, will end a
prolonged period of uncertainty regarding the Debtors' future
prospects by appropriately right-sizing their balance sheet.
While RALs may not be part of the Debtors' long-term future, the
core tax preparation business remains.  Demand will continue for
these services. In 2010, more than 139 million tax returns were
filed in the United States -- historically, 60% or more of all
such tax returns have been prepared with the assistance of a paid
tax return preparer.

Jackson Hewitt expects the restructuring plan to be fully
implemented in 45-60 days.  During this period, Jackson Hewitt
will have the liquidity and financial flexibility to operate in
the normal course and begin preparations for the 2012 tax season.
In connection with the restructuring plan and its implementation,
Jackson Hewitt expects that no disruption will be experienced by
its clients, franchisees or employees.

                       About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans -- RALs -- in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc. --
JHI -- is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. -- TSA -- which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.

Jackson Hewitt is the second largest paid tax return preparer in
the United States, having prepared approximately 2.6 million tax
returns for the 2011 tax season, which is between 3% and 4% of the
total market for paid tax return preparation services.

In 2010, Jackson Hewitt entered into an arrangement with Wal-Mart
which granted the Company the exclusive right to provide tax
preparation services within Wal-Mart stores during the 2010 and
2011 tax seasons.

As of April 30, 2010, which was the end of Jackson Hewitt's 2010
fiscal year, the Company had generated total revenue of
approximately $213.8 million and EBITDA of approximately $46.8
million. It had a net loss of approximately $272 million in 2010,
largely on account of a goodwill impairment charge of
approximately $274 million.

The Company's balance sheet at Oct. 31, 2010, showed
$315.99 million in total assets, $378.38 million in total
liabilities, and a stockholders' deficit of $62.39 million.

Jackson Hewitt reported a net loss of $19.4 million for the
second fiscal quarter ended Oct. 31, 2010, versus a net loss of
$19.5 million in the second quarter of fiscal 2010.

For fiscal year 2011, the Company estimates that it will generate
total revenue of approximately $214.4 million and EBITDA, adjusted
for non-recurring items and costs associated with its balance
sheet restructuring, of approximately $48.3 million.

Moelis & Co. is Jackson Hewitt's financial adviser and Skadden,
Arps, Slate, Meagher & Flom LLP serves as bankruptcy counsel.
Garden City Group is the claims and notice agent.


JOHN D OIL: Incurs $554,950 First Quarter Net Loss
--------------------------------------------------
John D. Oil and Gas Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $554,950 on $492,436 of total revenues for the three
months ended March 31, 2011, compared with a net loss of $92,359
on $819,571 of total revenues for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $8.53
million in total assets, $12.28 million in total liabilities and a
$3.75 million total deficit.

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

                        http://is.gd/YKgoDL

                         About John D. Oil

Mentor, Ohio-based John D. Oil and Gas Company is in the business
of acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company currently has fifty-eight
producing wells.

The Company reported a net loss of $1.38 million on $2.63 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $2.69 million on $4.04 million of total revenues
during the prior year.

As reported by the TCR on April 7, 2011, Maloney + Novotny LLC, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses and has $9.5 million of debt
currently due and subject to a forbearance.


JUMA TECHNOLOGY: Adam Benowitz Discloses 83.1% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Adam Benowitz and his affiliates disclosed
that they beneficially own 222,912,139 shares of common stock of
representing 83.1% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/yxGnpN

                       About Juma Technology

Farmingdale, N.Y.-based Juma Technology Corp. is a highly
specialized convergence systems integrator with a complete suite
of services for the implementation and management of an entity's
data, voice and video requirements.

The Company reported a net loss of $10.14 million on $1.96 million
of sales for the year ended Dec. 31, 2010, compared with a net
loss of $12.40 million on $1.08 million of sales during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed $3.45 million
in total assets, $23.28 million in total liabilities, and a
$19.83 million stockholders' deficiency.

As reported by the TCR on April 4, 2011, Seligson & Giannattasio,
LLP, in White Plains, New York, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant recurring losses.  The realization of a major portion
of its assets is dependent upon its ability to meet its future
financing needs and the success of its future operations.


JUNIPER GROUP: Incurs $4.16 Million First Quarter Net Loss
----------------------------------------------------------
Juniper Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
available to common stockholders of $4.16 million on $32,823 of
wireless infrastructure services for the three months ended
March 31, 2011, compared with net income available to common
stockholders of $1.38 million on $990,671 of wireless
infrastructure revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $800,510 in
total assets, $21.34 million in total liabilities and a $20.54
million total stockholders' deficit.

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

                       http://is.gd/cB0S1t

                       About Juniper Group

Boca Raton, Fla.-based Juniper Group, Inc., is a holding company.
The Company was incorporated in the State of Nevada in 1997 and
conducts its business through indirect wholly-owned subsidiaries.

The Company's wireless infrastructure services operating
subsidiaries primarily focus their activities in the Eastern and
Central United States.  The Company's intention is to be able to
support the increased demand in the deployment of wireless
infrastructure services with leading wireless telecommunication
companies in providing them with maintenance and upgrading of
wireless telecommunication network sites, site acquisitions, site
surveys, co-location facilitation, tower construction and antenna
installation to tower system integration, hardware and software
installations.

As reported by the TCR on April 21, 2011, Liebman Goldberg &
Hymowitz, LLP, in Garden City, New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has a working capital deficiency and has
suffered recurring losses from operations.


JVC HOMES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JVC Homes, Inc.
        P.O. Box 1108
        Wake Forest, NC 27588

Bankruptcy Case No.: 11-03927

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Douglas Q. Wickham, Esq.
                  HATCH, LITTLE & BUNN, LLP
                  P.O. Box 527
                  Raleigh, NC 27602
                  Tel: (919) 856-3940
                  Fax: (919) 856-3950
                  E-mail: dqwickham@hatchlittlebunn.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nceb11-03927.pdf

The petition was signed by Robert H. Jones, president.


KB HOME: Moody's Downgrades CFR to 'B2'; Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded KB Home's corporate family
rating, probability of default rating and senior unsecured note
rating to B2 from B1. At the same time, Moody's affirmed the
company's SGL-2 speculative grade liquidity rating. The rating
outlook is stable.

The downgrade reflects the company's elevated leverage, negative
earnings and negative cash flow generation (as well as other
credit metrics that are weak for the rating category). In Moody's
view, it will take longer than previously expected for the company
to improve its operating performance and restore its credit
metrics as deliveries and new orders continue to be constrained,
and the homebuilding industry continues to face multiple
pressures.

RATINGS RATIONALE

The B2 rating reflects Moody's expectation that KB Home will
continue to generate negative earnings and cash flows. The
company's cash from operations weakened significantly over the
past several years, declining from over $1 billion in 2007 to
negative $134 million in 2010 (as the benefits from inventory
reduction cycle were concluded), and is likely to remain weak
going forward. In Moody's view, KB Home's homebuilding
debt/capitalization leverage (adjusted for operating leases and
recourse joint venture debt) of 79.3% at February 28, 2011 is high
and is likely to remain elevated in the intermediate term. Moody's
also notes that the company's potential joint venture exposure is
higher than most of its peers.

The company's ratings are supported by its solid unrestricted cash
position of $736 million at February 28, 2011, lack of financial
maintenance covenants and lack of meaningful debt maturities in
the near term (the two upcoming debt maturities are $100 million
of senior notes in 2011 and $250 million of senior notes in 2014).

The speculative grade liquidity rating of SGL-2 reflects KB Home's
very good internal liquidity, given its $736 million of
unrestricted cash at February 28, 2011, and no financial
maintenance covenants, contrasted with limited external liquidity
sources since the company does not have a committed revolving
credit facility, and somewhat limited opportunities to monetize
excess assets quickly.

The stable rating outlook presumes that the company will be able
to improve its financial performance and credit metrics over the
intermediate time horizon. Moody's recognizes that risks
associated with general economic weakness may continue to hamper
new household creation and new home purchases, industry-wide lack
of pricing power, and large inventory of unsold homes, including
foreclosures in most markets.

A return to consistent profitability and reducing its
debt/capitalization leverage to about 60% could lead us to
consider the rating for an upgrade.

Continued losses, weakening liquidity, and debt/capitalization
increasing to about 85% could create downward pressure on the
ratings.

The principal methodology used in rating KB Home was the Global
Homebuilding Industry Methodology, published March 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Headquartered in Los Angeles, KB Home is one of the country's
largest homebuilders, with homebuilding revenues and a
consolidated net loss for the twelve months ended February 28,
2011 of approximately $1.5 billion and $129 million, respectively.


KEYUAN PETROCHEMICALS: Receives NASDAQ Delinquency Notice
---------------------------------------------------------
Keyuan Petrochemicals, Inc. has received an additional notice from
NASDAQ stating the Company is not in compliance with Listing Rule
5250(c)(1) for continued listing due to not filing its Form 10-Q
for the three months ended March 31, 2011 by the due date of
May 16, 2011.  As previously announced, the Company received
notice from the Nasdaq on April 7, 2011, stating that the Company
was not in compliance with Listing Rule 5250(c)(1) for continued
listing due to not filing its Form 10-K for the year ended
December 31, 2010 by the due date of March 31, 2011 (extended to
April 15, 2011 by Exchange Act Rule 12b-25).

To maintain its NASDAQ listing, Keyuan has submitted a plan of
compliance to the NASDAQ on April 26, 2011, addressing issues it
believes will support its request for an extension to regain
compliance.  If the plan is accepted, Keyuan may be able to
continue its listing during the plan period up to October 12,
2011, during which time the Company will be subject to periodic
review to determine if it is making progress consistent with the
plan. If the plan is not accepted, or if the plan is accepted but
the Company fails to make progress consistent with the plan, or it
is not in compliance by October 12, 2011, Keyuan will be subject
to delisting proceedings.  Under NASDAQ rules, Keyuan has the
right to appeal any determination by NASDAQ to initiate delisting
proceedings.

                  About Keyuan Petrochemicals

Keyuan Petrochemicals, Inc., established in 2007 and operating
through its wholly-owned subsidiary, Keyuan Plastics, Co. Ltd., is
located in Ningbo, China and is a leading independent manufacturer
and supplier of various petrochemical products.  Having commenced
production in October 2009, Keyuan's operations include an annual
petrochemical manufacturing design capacity of 720,000 MT for a
variety of petrochemical products, with facilities for the storage
and loading of raw materials and finished goods, and a technology
that supports the manufacturing process with low raw material
costs and high utilization and yields.  In order to meet
increasing market demand, Keyuan plans to expand its manufacturing
capacity to include a SBS production facility, additional storage
capacity, a raw material pre-treatment facility, and an asphalt
production facility.


KINGSWAY AMIGO: A.M. Best Withdraws 'C++' Fin'l Strength Rating
---------------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating of C++
(Marginal) and issuer credit rating of "b" of Kingsway Amigo
Insurance Company (Amigo) (Miami, FL) at the company's request.
The ratings were recently downgraded on April 29, 2011.


KT SPEARS: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------
KT Spears Creek, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas a list of its 20 largest unsecured
creditors, disclosing:

   Name of creditor         Nature of claim      Amount of Claim
   ----------------         ---------------      ---------------
RBC                         Pending Lawsuit        $22,646,397
P.O. Box 1220
Rocky Mount, NC 27802-1220

First Savers Bank,          Pending Lawsuit         $6,300,000
a division of
Plantation Federal Bank
c/o Amy L.B. Hill
1310 Gadsden Street, P.O.
Box 11449
Columbia, SC 29211

First Palmetto Savings Bank  Loan                     $870,000
1636 HWY 17 North
Columbia, SC 29223

Richland County South        Taxes                     $25,000
Carolina

Nexsen Pruett, LLC           Legal Fees                $10,000

Orkin, Inc.                  Vendor                       $276

Signs by Tomorrow            Vendor                       $160

Hyco Plumbing, Inc.          Judgment                  Unknown

IES Residential, Inc.        Judgment                  Unknown

                        About KT Spears

KT Spears Creek, LLC, is a real estate holding company.  One of
these real estate holding includes an operating apartment complex
and an additional area on which a second apartment complex may be
constructed.  The operating apartment complex, Greenhill Parish
Crossing Apartments Homes, located in Elgin, S.C., is
substantially occupied.  The Debtor's remaining two real estate
holdings are comprised of undeveloped commercial land.

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $13,104,543 in assets and
$29,851,834 in liabilities as of the Chapter 11 filing.


LA JOLLA: Incurs $6.51-Mil. First Quarter Net Loss
--------------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss and comprehensive loss attributable to common
stockholders of $6.51 million for the three months ended March 31,
2011, compared with a net loss and comprehensive loss attributable
to common stockholders of $1.76 million for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$6.74 million in total assets, $12.58 million in total
liabilities, all current, $5.57 million in Series C-1 1 redeemable
convertible preferred stock, and a $11.41 million total
stockholders' deficit.

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

                        http://is.gd/D5q4jt

                   About La Jolla Pharmaceutical

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

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

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


LA JOLLA: Has 13.53 Million Issued and Outstanding Common Shares
----------------------------------------------------------------
La Jolla Pharmaceutical Company reported that on May 16, 2011, it
had converted approximately 14 shares of Series C-1 1 Convertible
Preferred Stock into 2,277,166 shares of common stock.  Following
these conversions, the Company had a total of 13,537,326 shares of
common stock issued and outstanding.

                    About La Jolla Pharmaceutical

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

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

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

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


LAKE PLEASANT: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Lake Pleasant Group, LLP, has filed with the U.S. Bankruptcy Court
for the District of Arizona its schedules of assets and
liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                     $15,775,860
B. Personal Property                      $4,403
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $10,150,552
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $150,000
                                     -----------       -----------
      TOTAL                          $15,780,263       $10,301,552

                        About Lake Pleasant

Phoenix, Ariz.-based Lake Pleasant Group, LLP, filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-10170) on
April 13, 2011.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliate DLGC II, LLC (Bankr. D. Ariz. Case No. 11-10174) filed a
separate Chapter 11 petition on April 13, 2011.


LIBERTY BANKERS: A.M. Best Places 'B' FSR Under Review
------------------------------------------------------
A.M. Best Co. has placed the financial strength rating (FSR) of B-
(Fair) and the issuer credit ratings (ICR) of "bb-" of Liberty
Bankers Life Insurance Company (Liberty Bankers) and its primary
life insurance subsidiary, American Benefit Life Insurance Company
(American Benefit), under review with negative implications.  Both
companies are domiciled in Edmond, OK.

The rating action primarily reflects A.M. Best's concerns
regarding the decline in absolute and risk-adjusted capitalization
in 2010 as a result of a large dividend to its ultimate parent,
Realty Advisors, Inc. (Realty Advisors), as well as Liberty
Bankers' elevated level of delinquent direct commercial mortgage
loans.  The under review status with negative implications also
reflects the uncertainty of the current financial state of the
real estate operations of Realty Advisors as 2010 financial
statements for the organization are not yet available.  A.M. Best
notes that Realty Advisors has contributed a significant amount of
capital since Liberty Bankers was purchased in 2004, which
resulted in a considerable increase in capital and surplus levels
prior to this most current period.  The ratings of Liberty Bankers
and American Benefit will remain under review pending further
discussions with management on specific strategic initiatives that
have been proposed to address capital issues and its exposure to
the real estate operations of Realty Advisors.


LIBERTY MEDIA: S&P Keeps 'BB-' Rating on CreditWatch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services kept its 'BB-' ratings,
including the corporate credit rating, on Englewood, Colo.-based
Liberty Media Corp., on CreditWatch, where they were placed with
developing implications on June 25, 2010.

The rating action followed Liberty Media's proposal to acquire a
70% interest in Barnes & Noble Inc. (B&N; not rated since
September 2004) for cash consideration totaling roughly $1
billion. "The developing implications of the CreditWatch listing
mean that we will raise, lower, or affirm the ratings following
our review. We based the CreditWatch initially on the company's
plan to separate its Liberty Capital and Liberty Starz tracking
stock groups from its Liberty Interactive tracking stock group. We
also now intend to evaluate the B&N acquisition as part of our
CreditWatch review," S&P stated.

The B&N acquisition is conditional on financing and on the
participation of B&N chairman Leonard Riggio, as to both his
continuing equity ownership and his continuing role in management.
Liberty Media would attribute this controlling interest to Liberty
Capital Group. Liberty Media expects to contribute about $500
million in cash to the proposed transaction, with the balance
likely to be in debt financing.

B&N has been investing in electronic readers and digital books to
offset the drop in traditional book sales and to compete with
Amazon.com. "Digital books and equipment sales are beginning to
offset the traditional-book sales decline, but we believe B&N's
profit margin will likely decrease over the foreseeable future
because digital books have lower margins," said Standard &
Poor's credit analyst Andy Liu.

The split-off plan proposed last June would create a newly formed
company, currently referred to as Newco, encompassing the
operations and assets of Liberty Capital and Liberty Starz.

In resolving the CreditWatch listing, Standard & Poor's will
discuss with management its business and financial strategies for
Liberty Media and Newco, and weigh the business fundamentals of
B&N and the advantages of Newco's ownership of B&N. "We expect to
resolve the CreditWatch listing formally upon the completion of
the split-off, while will likely be completed in this summer.
B&N's board of directors has yet to evaluate Liberty Media's
proposal. The completion date is difficult to estimate," S&P
added.


LIQUIDMETAL TECHNOLOGIES: Incurs $9.19-Mil. 1st Qtr. Net Loss
-------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $9.19 million on $2.86 million of revenue for the
three months ended March 31, 2011, compared with a net loss of
$30,000 on $2.70 million of revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2011, showed $14.23
million in total assets, $42.91 million in total liabilities and a
$28.68 million total shareholders' deficiency.

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

                        http://is.gd/dQZala

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The Company
has experienced losses from continuing operations during the last
three fiscal years and has an accumulated deficit of $165,879 as
of Dec. 31, 2010.  Net cash provided by continuing operations for
the year ended Dec. 31, 2010 was $10,080.  At Dec. 31, 2010,
working capital deficit was $14,180.  As of Dec. 31, 2010, the
Company's principal source of liquidity is $5,049 of cash and
$1,731 of trade accounts receivable.

The Company's restated statement of operations reflects a net loss
of $4.69 million on $30.27 million of revenue for the year ended
Dec. 31, 2010, compared with net income of $251,000 on $16.94
million of revenue during the prior year.


LITHIUM TECHNOLOGY: Delays First Quarter Form 10-Q
--------------------------------------------------
Lithium Technology Corporation informed the U.S. Securities and
Exchange Commission that it requires additional time to complete
its quarterly financial statements and corresponding narratives
for management's discussion and analysis.  As a result of these
factors, the Company has been unable to complete and file its
quarterly report on Form 10-Q for the period ended March 31, 2011,
without unreasonable effort and expense.

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $10.78 million
in total assets, $34.16 million in total liabilities and $23.38
million in total stockholders' deficit.

Amper, Politziner & Mattia, LLP, Edison, New Jersey, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                      $7 Mil. Funding Needed

As reported by the TCR on April 8, 2011, the Company entered into
a number of financing transactions and is continuing to seek other
financing initiatives.  The Company said it will need to raise
additional capital to meet its working capital needs and to
complete its product commercialization process.  Such capital is
expected to come from the sale of securities and debt financing.
The Company believes that if it raises approximately $7 million in
debt and equity financings, the Company would have sufficient
funds to meet its needs for working capital and capital
expenditures and to meet expansion plans during 2011.  If the
Company is not able to raise such additional capital, the Company
will assess all available alternatives including a sale of the
Company's assets or merger, the suspension of operations and
possibly liquidation, auction, bankruptcy, or other measures.


LOCATEPLUS HOLDINGS: Incurs $224,260 Net Loss in 1st Quarter
------------------------------------------------------------
LocatePLUS Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $224,260 on $1.68 million of revenue for the three
months ended March 31, 2011, compared with a net loss of $218,787
on $2.01 million of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$2.08 million in total assets, $12.25 million in total liabilities
and a $10.17 million total stockholders' deficit.

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

                        http://is.gd/2OGXTg

                      About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company reported a net loss of $1.61 million on $7.89 million
of revenue for the twelve months ended Dec. 31, 2010, compared
with a net loss of $2.84 million on $7.26 million of revenue
during the prior year.

As reported by the TCR on April 21, 2011, Livingston & Haynes,
P.C., in Wellesley, Massachusetts, noted that the Company has an
accumulated deficit at Dec. 31, 2010 and has suffered substantial
net losses in each of the last two years, which raise substantial
doubt about the company's ability to continue as a going concern.


LONGVIEW POWER: Moody's Rates Secured Credit Facilities at 'B3'
---------------------------------------------------------------
Moody's Investors Service has assigned a rating of B3 to
approximately $690 million of amended, extended and upsized credit
facilities proposed by Longview Power, LLC (Longview). The
facilities are an extension of Longview's existing $1.1 billion of
credit facilities which, as part of this transaction, will be
upsized to $1.175 billion. Concurrent with this action Moody's
also downgraded the existing credit facilities to B3 from B2. The
outlook for Longview has been revised to stable from negative.

Longview's B3 rating is driven by Moody's expectation of extremely
weak financial performance from this nearly completed 695 MW super
critical coal-fired power project in West Virginia.
"Notwithstanding the competitive advantage that should result from
the project being located adjacent to its relatively low cost
supply of coal, persistent weak prices for energy within the
western portion of PJM will make it challenging for the project to
service the tremendous amount of debt that has been incurred for
construction of the project," said Laura Schumacher, Moody's Vice
President, Senior Analyst. In its first year of operations, the
project is not expected to generate sufficient cash flow from
operations to fully cover its debt service obligations, and will
likely need to draw on its external liquidity sources. Given
current market conditions, and the potential for continued
increases in coal mining costs and start-up operational expenses,
in scenarios tested by Moody's, this condition could persist over
the medium term.

The stable outlook considers Longview's 300 MW Contract for
Differences with PPL Energy Plus under which it will receive
energy payments in the range of $50 MWh beginning in 2012
extending through May 2016, as well as the various actions that
have been taken by GenPower and First Reserve to support the
credit facilities. In conjunction with the amendment, First
Reserve will contribute an additional $35 million of equity to
Longview to support construction completion. First Reserve will
also cause the project's coal supplier, Mepco LLC, and its parent
and affiliates (Mepco) to become subsidiaries of Longview's direct
parent and become guarantors under the credit facilities; Mepco
will also provide first priority security to the lenders. In
addition, 75% of Mepco's excess cash will be deposited into the
Longview Revenue Account becoming available to support Longview's
expenses and debt service. Based on Longview's assumptions, in
2013, the additional cash provided by Mepco results in a debt
service coverage ratio (as calculated by Moody's) of approximately
1.25 times, absent the Mepco cash, Longview's debt service
coverage would remain below 1.0 times. First Reserve will also
contribute approximately $100 million in equity to Mepco to repay
and terminate its credit facilities. As a result of these actions,
Moody's believes the project to be well positioned in the B3
rating category enabling it to withstand weak market conditions
for some time.

Completion of the project is currently anticipated in mid-August
2011, approximately five months later than originally anticipated,
and two weeks prior to the August 31, 2011 Date Certain for
completion required by Longview's existing credit agreement.
Issues surrounding and delaying completion are reported to be
largely resolved, however the schedule remains somewhat
aggressive. In conjunction with this amendment, Longview is
seeking to extend the Date Certain until December 31, 2011, which
should provide ample cushion for completion.

The amended, extended and upsized credit facilities include a
proposed term loan of up to $590 million due in October 2017.
Longview is offering existing term and construction loan lenders
the opportunity to extend up to 60% of its existing term and
construction loan facilities, and is upsizing the facilities by
$50 million to fund restricted cash that will be utilized to
collateralize letters of credit (including a debt service reserve
letter of credit). Longview is also seeking to increase the amount
of its $75 million revolving credit facilities by $25 million and
to extend its maturity by one year to February 2014. Moody's views
the provision of additional liquidity and extension of time to
refinancing as supportive of credit quality; however Moody's notes
that 40% of the term loans, the revolving and letter of credit
facilities, and the Dunkard Creek credit facility all remain to be
refinanced or extended prior to their 2014 maturities.

As a result of the proposed amendment, the rating is well
positioned within the B3 rating category, and is not likely to be
revised over the near-to medium term. Longer term, the rating
could be adjusted upward if there is a sustained improvement in
market conditions for power, or a reduction in leverage, such that
Moody's could anticipate a significant improvement in cash flow
metrics, if for example the ratio of cash flow from operations to
debt (including the Dunkard Creek credit facility) were to be in
the range of 5% and if debt service coverage were to remain above
1.3 times assuming the project has demonstrated operating
performance commensurate with the forecast and if the 2014
maturities are addressed. The rating could be adjusted downward if
there were to be chronic operational issues that are not able to
be addressed with contingency funds, or if Moody's was to
anticipate Longview's liquidity, including cash from operations,
cash on hand and available credit facilities, would be
insufficient to maintain debt service.

In the event Longview is unsuccessful in completing the proposed
amendments, the rating would likely remain B3; however the outlook
would likely be revised to negative from stable.

Longview Power, LLC is a special purpose entity created to
construct, own, and operate a 695MW coal-fired power plant to be
located in Maidsville, WV, just south of the Pennsylvania border
and approximately 70 miles south of Pittsburgh. The project was
developed by GenPower, LLC and sponsored by First Reserve, a
private equity firm specializing in energy industry investments.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


MAJESTIC TOWERS: Has Interim Access True North's Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, Majestic Towers, Inc., to use
True North Mezzanine Investment Fund SPE, LLC's cash collateral.

A hearing to consider the Debtor's request to further access to
the cash collateral is set for June 2, 2011, at 2:00 p.m.
Objections, if any, are due May 27.

True North asserts a security interest on the Debtor's property --
The Wilshire Hotel -- located at 3515 Wilshire Boulevard, Los
Angeles, California.

The Debtor would use the cash collateral to operate its business
postpettion.

The Debtor is also authorized to collect approximately $180,000 -
$200,000 from the City of Los Angeles and the Los Angeles County
Sheriff on account of funds levied upon from the operations of the
Wilshire Hotel.

The Debtors is permitted a variance of 10% on any given line item
in the Budget.  In addition, the Debtor is also authorized
and directed to pay postpetition Transient Occupancy Taxes due and
owing to the City of Los Angeles and will also timely file reports
regarding the taxes that are required on a monthly basis,
regardless of whether or not such amounts are reflected in the
budget.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant True North replacement liens in
the Debtors' postpetition cash and accounts receivable and the
proceeds thereof.

The Debtor also said that True North is adequately protected by a
substantial equity cushion.

Taxing authority and judgment creditor the City of Los Angeles,
Office of Finance opposed to the Debtors' cash collateral motion.
According to the creditor, the Debtors lost title of the levied
accounts upon notice of levy and since no credited filed a third
party claim, the city has title to the levied bank and account
receivable funds.

The Debtor is represented by:

         Victor A. Sahn, Esq.
         Mark S. Horoupian, Esq.
         SULMEYERKUPETZ, A Professional Corporation
         333 South Hope Street, Thirty-Fifth Floor
         Los Angeles, CA 90071-1406
         Tel: (213) 626-2311
         Fax: (213) 629-4520
         E-mails: vsahn@sulmeyerlaw.com
                  mhoroupian@sulmeyerlaw.com

                    About Majestic Towers, Inc.

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  The Debtor estimated assets and debts at $10 million to
$50 million.


MASTER SILICON: Incurs $177,621 Net Loss in March 31 Quarter
------------------------------------------------------------
Master Silicon Carbide Industries, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $177,621 on $4.32 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $439,423 on $828,497 of revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2011, showed $29.21
million in total assets, $10.69 million in total liabilities,
$10.00 in redeemable preferred stock-A, $10.00 in redeemable
preferred stock-B, and a $1.48 million total stockholders'
deficit.

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

                        http://is.gd/t77bZR

                       About Master Silicon

Lakeville, Conn.-based Master Silicon Carbide Industries, Inc.,
through its indirectly wholly-owned operating subsidiary Yili
China, produces and sells in China high quality "green" silicon
carbide and lower-quality "black" silicon carbide (together,
hereinafter referred to as "SiC").  SiC is a  non-metallic
compound that has special chemical properties and a level of
hardness that is similar to diamonds, is produced by smelting
quartz sand and refinery coke at temperatures ranging from
approximately 1,600 to 2,500 degrees centigrade in a graphite
electric resistance furnace.

As reported by the TCR on April 7, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has cash flow
constraints, an accumulated deficit, and has suffered recurring
losses from operations.


MAYA ASSURANCE: A.M. Best Cuts Financial Strength Rating to 'D'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to D
(Poor) from B (Fair) and issuer credit rating to "c" from "bb" of
Maya Assurance Company (Maya) (Long Island City, NY).  The outlook
for both ratings has been revised to negative from stable.
Concurrently, A.M. Best has withdrawn the ratings at the company's
request.

The rating actions reflect Maya's substantial underwriting and
operating losses in the fourth quarter of 2010, which resulted in
a 57% decline in policyholders' surplus for the year and
substantially weakened risk-adjusted capitalization.  The ratings
also reflect the company's significant financial and operating
leverage, as well as the challenges it will continue to face as a
relatively new company writing commercial auto liability and no-
fault coverages in the highly competitive New York City
metropolitan area for-hire-livery market.

These concerns are partially offset by Maya's recent corrective
actions to improve underwriting performance, including emphasizing
independent owner operator versus fleet business, and ongoing
initiatives to raise capital to resume its business plans and
growth strategies.

The outlook for the ratings is reflective of the aforementioned
concerns and risks of potential further adverse deviation at Maya.


MEDICAL CONNECTIONS: Posts $867,400 Net Loss in March 31 Quarter
----------------------------------------------------------------
Medical Connections Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $867,423 on $2.0 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $2.5 million on $1.4 million of revenue for the same
period last year.

The Company's balance sheet at March 31, 2011, showed $3.3 million
in total assets, $538,039 in total liabilities, and stockholders'
equity of $2.8 million.

As reported in the TCR on April 6, 2011, De Meo, Young, McGrath,
in Boca Raton, Fla., expressed substantial doubt about Medical
Connections Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that of the Company's dependence on outside financing, lack
of sufficient working capital, and recurring losses from
consolidated operations.

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

                       http://is.gd/CV81Jm

Boca Raton, Fla.-based Medical Connections Holdings, Inc., is a
healthcare staffing company which provides staffing services for
allied professionals and nurses to the Company's clients on a
national basis.


MEDPACE INC: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Cincinnati, Ohio-based Medpace Inc. "At
the same time, we assigned a preliminary 'B+' senior secured debt
rating and a preliminary '4' recovery rating, indicating
expectations of average recovery (30%-50%) in the event of a
default, to Medpace's $335 million senior secured debt facility,
which consists of a $50 million senior secured revolver due 2016
and $285 million senior secured term loan due 2017," S&P related.

"The preliminary ratings on Medpace reflect the company's weak
business risk profile, given its position as a small player in the
broader market for contract research services, the uncertain
demand in the contract-based business, and the company's
aggressive financial risk profile following its leveraged buyout
by financial sponsor CCMP Capital," said Standard & Poor's credit
analyst Arthur Wong, adding that Medpace's solid niche position in
metabolic diseases and oncology, and the specialized nature of its
services that enable it to generate margins that are high relative
to its peer contract research organizations (CROs), partly
mitigate these factors.

The outlook is stable. "We believe that Medpace will benefit from
the improving trends in the CRO industry," said Mr. Wong. "We
estimate that Medpace's revenues should grow in the high-single-
digit range and maintain its relatively high margins, enabling the
company to generate the solid free cash flows that will enable it
to steadily reduce debt over the next year. However, the company
is a small niche player in an industry that is increasingly
favoring larger players."

The current ratings do not contemplate large acquisitions or
significant dividends in the next two years.


MEDPACE INC: Moody's Assigns 'B2' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned first time ratings to Medpace,
Inc., including a B2 Corporate Family Rating and a B3 Probability
of Default Rating. Moody's also assigned a B2 rating to the
proposed senior secured credit facility, including a $285 million
term loan and a $50 million revolver. The proceeds from the term
loan, along with approximately $200 million of new common equity,
will be used to finance CCMP Capital's purchase of an 80%
ownership stake in Medpace. Medpace's management will remain a
minority investor in the company. The outlook for the ratings is
stable.

Moody's assigned these ratings:

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B3

   -- $50 million senior secured revolving credit facility due
      2016, rated B2, LGD3, 33%;

   -- $285 million senior secured term loan due 2017, rated B2,
      LGD3, 33%;

The outlook is stable.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

The B2 Corporate Family Rating reflects the company's limited
size, both in absolute terms and relative to significantly larger
competitors as well as the debt burden that is being incurred as a
result of the company's leveraged buyout. The ratings are also
constrained by risks inherent in the CRO industry. Moody's views
the industry as highly competitive and subject to pricing pressure
and contract cancellation risk. Over time, Moody's believes
pharmaceutical companies will increasingly look to work with fewer
contract service providers, potentially putting pressure on the
smaller CROs, like Medpace.

The ratings are supported by Medpace's focus on value-added
specialty work and its expertise in cardiovascular and metabolic
studies, which has allowed Medpace to maintain EBITDA margins that
are significantly higher than other CRO peers. The ratings are
also supported by the company's track record of free cash flow
generation and Moody's expectation that this will continue,
despite this leveraging transaction. Free cash flow will be
supported by healthy EBITDA margins, low cash taxes and modest
capital expenditure needs. Further, the ratings reflect the
considerable equity (roughly 50% of the purchase price) being
contributed to the business by CCMP and management.

Given Medpace's small scale and risks inherent in the CRO
industry, the company would have to sustain credit metrics that
are very strong for the B1 rating category in order for Moody's to
consider a positive outlook or upgrade. Specifically, if adjusted
financial leverage was sustained below 3.0 times and free cash
flow to debt was sustained above 15%, Moody's could upgrade the
ratings.

Moody's could downgrade the ratings if Medpace were to experience
an elevated level of contract cancellations or poor new business
wins that leads to top-line deterioration. Further, increased
pricing pressure or competition that leads to material erosion in
EBITDA margins could also have negative rating implications. From
a metrics perspective, if adjusted debt/EBITDA increases to 5.5
times or if free cash flow to debt were to remain under 5% on a
sustained basis, Moody's could downgrade the ratings. Further, if
the company were to pursue acquisitions or shareholder dividends
that result in significantly increased leverage and reduced
interest coverage, the ratings could come under pressure.

The principal methodology used in rating Medpace was the Global
Business & Consumer Service Industry Rating Methodology, published
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Medpace, headquartered in Cincinnati, Ohio, is a global contract
research organization ("CRO") that partners with pharmaceutical,
biotechnology, and medical device companies in the development and
execution of clinical trials. Approximately three-quarters of
Medpace's revenue is generated from late stage (Phase II-IV)
clinical trial support. The remaining revenues are generated from
coordinated central reference laboratory services, as well as
other services. The company operates in 30 countries worldwide and
generated net service revenues of approximately $161 million for
the twelve months ended March 31, 2011.


METROPARK USA: Has Interim Access to Wells Fargo's Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, on an interim basis, Metropark USA, Inc., to use the
cash collateral of Wells Fargo Bank, National Association, as
administrative agent and collateral agent.

Wells Fargo, is successor by merger to Wells Fargo Retail Finance,
LLC.

As of the Petition Date, the Debtor owes Wells Fargo:

   i) $2,555,353 (inclusive of $618,840.60 of letters of
      credit), plus any and all interest, fees and costs, and any
      and all other debts or obligations under the Prepetition
      Senior Claim Documents; and

  ii) $825,000 under the Prepetition Subordinated Credit
      Agreement.

The Debtor would use the cash collateral to fund the maintenance
of  its assets, payment of employees, payroll taxes, inventory
suppliers and other vendors, overhead, lease expenses, and other
expenses necessary for the operation of the Debtor's business.

As partial adequate protection for any use or diminution in the
value of the Prepetition Senior Secured Parties' interest, the
Debtor will grant replacement liens and additional liens and
security interests, of the highest available priority in and upon
all of the properties and assets of the Debtor.

As additional partial adequate protection, the Debtor will make
these payments to the Prepetition Agent:

   a) payment of interest on the first day of each month on the
      Prepetition Senior Claim;

   b) payment of all proceeds from the Store Closing Sale; and

   c) reimbursement to the Prepetition Agent.

                      About Metropark USA

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

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

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


MGM RESORTS: To Sell 760MM Shares at HK$12.36-HK$15.34 Apiece
-------------------------------------------------------------
MGM China Holdings Limited determined an offer price range for the
760,000,000 ordinary shares of MGM China, nominal value HK$1.00
per Share, to be offered in connection with the IPO.  If issued,
the Shares will represent 20% of the post-issuance capital base of
MGM China.  The offer price will be not more than HK$15.34
(US$1.97) per Share and is currently expected to be not less than
HK$12.36 (US$1.59) per Share, unless otherwise announced.  The
offer price will be subject to a brokerage fee of 1%, a
transaction levy of 0.003% imposed by the Securities and Futures
Commission of Hong Kong, and a Hong Kong Stock Exchange trading
fee of 0.005%.

                         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.)


MIT HOLDING: Delays Filing of First Quarter Form 10-Q
-----------------------------------------------------
MIT Holding, Inc., informed the U.S. Securities and Exchange
Commission that it will be delayed in filing its Form 10-Q because
the review of the Company's financial statements for the three
months ended March 31, 2011, has not been completed.

                         About MIT Holding

Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD)
-- http://www.mitholdinginc.com/-- distributes wholesale
pharmaceuticals, administers intravenous infusions, operates an
ambulatory center where therapies are administered and sells and
rents home medical equipment.

As reported by the TCR on April 27, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about MIT
Holding's ability to continue as a going concern.  The independent
auditors noted that the Company negative working capital of $1.2
million and a stockholders' deficiency of $2.2 million.  "From
inception the Company has incurred an accumulated deficit of $8.5
million."

The Company reported net income of $78,832 on $7.1 million of
revenue for 2010, compared with a net loss of $1.2 million on
$6.4 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.1 million
in total assets, $3.4 million in total liabilities, and a
stockholders' deficit of $2.2 million.


MONEYGRAM INT'L: Request for Injunction in "Pittman" Suit Denied
----------------------------------------------------------------
A hearing was held, on May 16, 2011, in connection with the
previously reported case pending in the Delaware Court of Chancery
brought against MoneyGram International, Inc., by Willie R.
Pittman et al.  At the hearing, the plaintiffs' request for a
preliminary injunction was denied.

On May 12, 2011, a complaint was filed in the County Court at Law
No. 3 in Dallas County, Texas, by Hilary Kramer purporting to be a
class action complaint on behalf of all shareholders and a
shareholder derivative complaint against the Company, Thomas H.
Lee Partners, L.P., the Goldman Sachs Group, Inc., and each of the
Company's directors.  Ms. Kramer alleges in her complaint that she
is a stockholder of the Company and asserts, among other things,
(i) breach of fiduciary duty claims against the Company's
directors, THL and Goldman Sachs and (ii) claims for aiding and
abetting breach of fiduciary duties against Goldman Sachs.  Ms.
Kramer purports to sue on her own behalf and on behalf of the
Company and its stockholders.  Ms. Kramer seeks to, among other
things, enjoin the proposed recapitalization of the Company,
pursuant to which, among other things, subject to the terms and
conditions in the recapitalization agreement, certain affiliates
and co-investors of THL will convert all of their shares of Series
B Preferred Stock of the Company into common stock of the Company
and certain affiliates of Goldman Sachs will convert all of their
shares of Series B-1 Preferred Stock of the Company into shares of
Series D Preferred Stock of the Company.  The Company intends to
defend the lawsuit vigorously, including opposing any request to
enjoin the recapitalization.

                    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.


MONEYGRAM INT'L: Stockholders OK 2005 Incentive Plan Amendments
---------------------------------------------------------------
At the 2011 Annual Meeting of Stockholders of MoneyGram
International, Inc., the Company's stockholders approved
amendments to the MoneyGram International, Inc., 2005 Omnibus
Incentive Plan in order to increase the aggregate number of shares
reserved for issuance under the Omnibus Plan from 47 million to 57
million shares.

The Company's stockholders elected nine individuals to serve as
directors of the Company for a one-year term expiring at the
Company's 2012 annual meeting of stockholders:

   (1) J. Coley Clark
   (2) Victor W. Dahir
   (3) Thomas M. Hagerty
   (4) Scott L. Jaeckel
   (5) Seth W. Lawry
   (6) Ann Mather
   (7) Pamela H. Patsley
   (8) Ganesh B. Rao
   (9) W. Bruce Turner

The Company's stockholders also:

   (a) ratified the appointment of Deloitte & Touche LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2011;

   (b) approved on an advisory basis the compensation of the named
       executive officers; and

   (c) approved on an advisory basis the holding of an advisory
       vote on executive compensation every three years.

                    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.


MONTPELIER RE HOLDINGS: A.M. Best Affirms 'bb' Debt Ratings
-----------------------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of A- (Excellent) and
issuer credit ratings (ICR) of "a-" of Montpelier Reinsurance Ltd.
(Montpelier) (Pembroke, Bermuda) and its wholly owned subsidiary,
Montpelier US Insurance Company (MUSIC) (Oklahoma City, OK).
Concurrently, A.M. Best has revised the outlook to positive from
stable and affirmed the ICR of "bbb-" and all existing debt
ratings of the parent company, Montpelier Re Holdings Ltd.
(Montpelier Re) (Pembroke, Bermuda) [NYSE: MRH].

The ratings for Montpelier reflect its excellent risk-adjusted
capitalization, solid operating performance, diversified business
profile and good competitive position.  These positive
characteristics are the result of an experienced management team
and robust enterprise risk management framework.

Partially offsetting these strengths is Montpelier's
susceptibility to low frequency, high severity losses as a global
property catastrophe focused reinsurer.  Additionally, the group's
strengths are somewhat challenged by the start-up nature of its
affiliated U.S. operating platform.  The positive outlook reflects
Montpelier's overall financial flexibility, with access to either
equity or debt markets, adequate rate environment in the company's
targeted lines of business and the continued development of its
newer operating platforms.

While the group's premium volume is still concentrated in
catastrophe exposed property lines of business, MUSIC and its U.K.
affiliate, Lloyd's Syndicate 5151, provide diversification to
Montpelier's business mix, geographic exposure and distribution
capabilities.  Montpelier continues to follow a prudent
underwriting strategy to limit the potential accumulation of
losses from a single large catastrophic event.  Montpelier manages
its business within certain constraints relating to aggregate
policy limits, net exposure to a tail type modeled underwriting
loss and a comprehensive operating loss.  Montpelier's management
monitors these underwriting constraints relative to capital based
limits established by its board of directors and diversifies the
company's exposure around the world to achieve a desired optimal
spread of risk.

The following debt ratings have been affirmed:

Montpelier Re Holdings Ltd.-
-- "bbb-" on $250 million 6.125% senior unsecured notes, due 2013
-- "bb" on $150 million 8.875% fixed rate perpetual non-cumulative
preferred shares

The following indicative ratings have been affirmed under the
shelf registration:

Montpelier Re Holdings Ltd.-
-- "bbb-" on senior unsecured debt
-- "bb+" on subordinated debt
-- "bb" on preferred stock


MXENERGY HOLDINGS: Delays Filing of March 31 Form 10-Q
------------------------------------------------------
MXenergy Holdings Inc. notified the U.S. Securities and Exchange
Commission that it is unable to file its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2011, by the May 16,
2011, submission deadline without unreasonable effort or expense
as a result of its recently announced proposed acquisition near
the reporting deadline that requires disclosure.  In order to
properly disclose the proposed acquisition and related
transactions and enable the board of directors and the audit
committee sufficient time to review and approve the Quarterly
Report as part of the Company's disclosure controls and
established procedures for filing required reports with the SEC,
the Company requires additional time to file its Quarterly Report.

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

The Company's balance sheet at Dec. 31, 2010 showed
$229.45 million in total assets, $139.71 million in total
liabilities and $89.74 million in stockholders' equity.

MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD'
probability of default ratings from  Moody's Investors Service.


NEONODE INC: Incurs $9.72 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
Neonode Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $9.72 million on $539,000 of net revenues for the three months
ended March 31, 2011, compared with a net loss of $2.24 million on
$146,000 of net revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$4.12 million in total assets, $6.79 million in total liabilities,
and a $2.67 million total stockholders' deficit.

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

                       http://is.gd/Zu2tFL

                        About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode Inc.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.

The Company reported a net loss of $31.6 million on $440,000 of
revenues for 2010, compared with a net loss of $14.9 million on no
revenue for 2009.


NET TALK.COM: Incurs $24.16 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
Net Talk.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $24.16 million on $611,779 of revenue for the three months
ended March 31, 2011, compared with a net loss of $9.29 million on
$245,636 of revenue for the same period during the prior year.
The Company also reported a net loss of $25.39 million on $1.08
million of revenue for the six months ended March 31, 2011,
compared with a net loss of $11.43 million on $429,829 of revenue
for the same period a year ago.

The Company's balance sheet at March31, 2011, showed $4.74 million
in total assets, $38.27 million in total liabilities, all current,
$2.55 million in redeemable preferred stock $0.001 par value, and
a $36.09 million total stockholders' deficit.

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

                        http://is.gd/YWYjfV

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.


NORCRAFT COMPANIES: Moody's Affirms B3 Rating; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Norcraft Companies, L.P.'s
Senior Secured 2nd lien Notes due 2015 at B3. These notes are
being increased to $240.0 million from $180 million. Proceeds from
the $60 million "add-on" will be used to redeem all the Senior
Unsecured Notes due 2012 issued by Norcraft Holdings, L.P. and to
pay related fees and expenses. In a related rating action, Moody's
affirmed the company's B3 Corporate Family Rating and B3
Probability of Default Rating, but moved the assignment of these
ratings to Norcraft Companies, L.P., the most senior corporate
entity with rated debt. The rating outlook is stable.

These ratings/assessments were affected by this action:

   Norcraft Holdings, L.P.

   -- B3 Corporate Family Rating withdrawn;

   -- B3 Probability of Default Rating withdrawn; and,

   -- $53.7 million Senior Unsecured Discount Notes due 2012 rated
      Caa2 (LGD6, 91%) withdrawn.

   Norcraft Companies, L.P.

   -- Corporate Family Rating assigned B3;

   -- Probability of Default Rating assigned B3; and,

   -- $240.0 million Senior Secured 2nd lien Notes due 2015
      affirmed at B3 (LGD4, 54%).

RATINGS RATIONALE

Norcraft's B3 corporate family rating is constrained by ongoing
weakness in new home construction and residential repair and
remodeling, the main drivers of the company's revenues. Norcraft
is a small company relative to other manufacturing companies based
on revenues and absolute EBITA levels, leaving little cushion
should its end markets remain under pressure for an extended
period. Moody's believes that Norcraft will have difficulty in
generating sizeable levels of operating profits and free cash flow
since demand for cabinetry, Norcraft's primary product, will
remain sluggish over the intermediate term. The rating also
reflects expectations that the company's weak credit metrics will
likely persist until a sustainable recovery takes hold.
Nevertheless, Moody's recognizes Norcraft's solid operating
margins as a credit strength.

The change in rating outlook to stable from negative results from
the company extending its maturity profile, removing a major near-
term liquidity concern.

The B3 rating assigned to the $240.0 million Senior Secured Second
Lien Notes due 2015, the same rating as the corporate family
rating, reflects the notes' position as the preponderance of debt
in Norcraft's capital structure. These notes are issued by
Norcraft Companies, L.P. and have the same collateral package as
the revolving credit facility, but on a second priority basis.
Proceeds from the $60 million "add-on" will be used to redeem all
the 9.75% Senior Unsecured Notes due 2012 issued by Norcraft
Holdings, L.P. and to pay related fees and expenses. The rating
for the Notes due 2012 has already been withdrawn, since Moody's
believes that the company will be successful in upsizing by at
least $60 million the second lien notes. The proposed transaction
will degrade interest coverage ratios slightly due to a higher
interest rate and larger principal balance. However, more
importantly, the transaction and the simultaneous extension of the
company's revolving credit facility improves Norcraft's debt
maturity profile, with no maturities until September 2015.

A ratings upgrade is unlikely in the near future since Norcraft
must contend with ongoing uncertainties in its end markets and
demand for its products. However, if debt-to-book capitalization
begins trending towards 70% or if EBITA-to-interest expense
approaches 2.0 times (all ratios incorporate Moody's adjustments),
then positive rating actions may ensue.

A ratings downgrade would likely ensue if Norcraft is unable to
demonstrate an ability to right-size its cost structure relative
to its revenues. The company needs to generate meaningful earnings
in order to improve its credit metrics. EBITA-to-interest expense
trending below 1.0 times (Moody's adjusted) or a deteriorating
liquidity profile would cause ratings pressures and may result in
a downgrade as well.

The principal methodology used in rating Norcraft was the Global
Manufacturing 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.

Norcraft Companies, L.P., headquartered in Eagan, Minnesota, is a
domestic manufacturer and assembler of finished kitchen and
bathroom cabinetry. Revenues for twelve months through March 31,
2011 totaled about $265 million.


NORCRAFT HOLDINGS: S&P Puts 'B-' Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Eagan,
Minn.-based Norcraft Holdings LP, including the 'B-' corporate
credit rating, on CreditWatch with positive implications.

"The CreditWatch listing follows Norcraft's announcement that it
plans to add an additional $60 million to its existing second-lien
notes due 2015 to refinance its $53.7 million senior discount
notes due 2012, plus transaction fees and expenses," said Standard
& Poor's credit analyst Megan Johnston.

"Based on our initial analysis, we have determined that if the
transaction is completed as currently proposed, we would raise the
corporate credit rating to 'B' from 'B-' with a stable outlook
following the closing of the transaction," Ms. Johnston added. The
higher rating would reflect the fact that the company would not
have any maturities until 2015, when its second-lien notes and
asset-based lending facility mature. "In addition, we are
projecting that the company will maintain adjusted debt to EBITDA
(including adjustments for operating leases) of about 6x in fiscal
year 2011 and total liquidity (including cash on hand and revolver
availability) of about $40 million, which we would consider to be
in line with a higher rating," S&P related.

"In resolving the CreditWatch listing, we will monitor Norcraft
Holdings LP's progress in completing the proposed transaction. If
the company successfully refinances its debt, extending
maturities, we would likely raise the rating on the (upsized)
second-lien notes to a 'B' from a 'B-', the same as the proposed
corporate credit rating, and revise the existing recovery rating
on the notes to '4' from '3'," S&P said.


NORD RESOURCES: Incurs $2.27 Million Net Loss in March 31 Quarter
-----------------------------------------------------------------
Nord Resources Corporation reported a net loss of $2.27 million on
$4.75 million of net sales for the three months ended march 31,
2011, compared with net income of $1.01 million on $6.00 million
of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $60.92
million in total assets, $60.98 million in total liabilities and a
$56,548 total stockholders' deficit.

"Our operations in the first quarter of 2011," said Wayne
Morrison, chief executive and chief financial officer "were much
the same as was the case through the second half of 2010,
following our decision in July 2010 to reduce our costs and
maximize cash flow by suspending the mining of new ore and cutting
other expenses."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/5ihOiA

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties.  Both
forbearance agreements expired at midnight on May 13, 2010.

The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

The Company reported a net loss of $21.20 million on $28.64
million of net sales for the year ended Dec. 31, 2010, compared
with net income of $392,438 on $19.91 million of net sales during
the prior year.

As reported by the TCR on April 4, 2011, Mayer Hoffman McCann
P.C., in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted as of Dec. 31, 2010 and 2009, the Company reported
a deficit in net working capital of $39,929,666 and $7,652,818,
respectively.  The Company's significant historical operating
losses, lack of liquidity, and inability to make the requisite
principal and interest payments due under the terms of the
Company's credit agreement with its senior lender raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


NORTEL NETWORKS: Buys Flagship Property in Telecom Corridor
-----------------------------------------------------------
Pillar Commercial has acquired the former Nortel campus at 2201-
2221 Lakeside Boulevard in Richardson's Telecom Corridor.  The
property, built in 1991 as the U.S. headquarters for Nortel
Networks, was acquired from creditors in Nortel's bankruptcy
proceedings.  The acquisition is the largest for Pillar Commercial
since it was formed in 2004.  Final approval of the transaction
was granted by the bankruptcy court on May 10, with closing
scheduled for June 3.

"This has been a complex and arduous process, but we are
enthusiastic about this investment opportunity," said Manny
Ybarra, founder and principal of Pillar Commercial.  "We are
excited about establishing a strong presence in Richardson's
Telecom Corridor."

"With the historical legacy of Nortel representing such an
important period of time for the Telecom Corridor, the City of
Richardson is particularly excited to have this outstanding campus
now in the hands of an active real estate organization like Pillar
Commercial," said Bill Keffler, city manager, City of Richardson.

Property creditors were represented by the CB Richard Ellis team
of Gary Carr, Russell Ingrum, Eric Mackey, Jack Fraker and Josh
McArtor. Pillar engaged Brian Carlton with HFF to help secure
transaction financing, provided by Viewpoint Bank under the
direction of Patrick Ramsier, chief commercial real estate
officer.

One of Pillar's biggest challenges was to accurately value the
property, as Nortel had invested heavily in the property's
technological and mechanical infrastructure.  Some of the
property's special features include a highly robust chiller plant,
multiple back-up generators, and dual source electrical feeds.

"Nortel's investment in the facility's data center,
telecommunications and power generating capabilities was very
attractive to us," added Ybarra.  "In addition, the proximity to
Galatyn Park Urban Center and the DART light rail station make
this campus one of the region's premier corporate office sites."

                   About Pillar Commercial

Pillar Commercial is a full service commercial real estate firm
specializing in office, industrial and retail developments. Based
in Dallas, the company is engaged in all aspects of investment
oversight including property management, acquisitions,
dispositions and project leasing.

                      About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NOWAUTO GROUP: Incurs $442,667 Net Loss in March 31 Quarter
-----------------------------------------------------------
NowAuto Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $442,667 on $998,055 of total revenue for the three months
ended March 31, 2011, compared with a net loss of $391,415 on
$1.26 million of total revenue for the same period during the
prior year.  The Company also reported a net loss of $1.56 million
on $3.14 million of total revenue for the nine months ended
March 31, 2011, compared with a net loss of $1.35 million on $4.17
million of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $5.02
million in total assets, $14.99 million in total liabilities and a
$9.97 million total stockholders' deficit.

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

                        http://is.gd/SzqAC9

                     About NowAuto Group, Inc.

Phoenix, Ariz.-based NowAuto Group, Inc. (NAUG:PK and NWAU.PK)
operates two buy-here-pay-here used vehicle dealerships in
Arizona.  The Company manages all of its installment finance
contracts and purchases installment finance contracts from a
select number of other independent used vehicle dealerships.

The Company's balance sheet at Dec. 31, 2010, showed $4.7 million
in total assets, $14.2 million in total liabilities, and a
stockholders' deficit of $9.5 million.

As reported in the Troubled Company Reporter on Oct. 12, 2010,
Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about NowAuto Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.


NUMOBILE INC: Posts $750,700 Net Loss in March 31 Quarter
---------------------------------------------------------
NuMobile, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $750,731 on $56,393 of revenues for the three months
ended March 31, 2011, compared with a net loss of $1.22 million on
$88,840 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$3.67 million in total assets, $9.01 million in total liabilities,
and a stockholders' deficit of $5.34 million.

As reported in the TCR on April 7, 2011, Gruber and Company, LLC,
in Lake St. Louis, Missouri, expressed substantial doubt about
NuMobile's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred a net loss of $2.99 million, used cash for
operations of $564,669 for the year ended Dec. 31, 2010, has an
accumulated deficit of $12.34 million as of Dec. 31, 2010, and has
a working capital deficit of $9.29 million as of Dec. 31, 2010.

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

                       http://is.gd/SC5NaW

                       About Numobile Inc.

Louisville, Ky.-based NuMobile, Inc. (OTC BB: NUBL) currently
conducts its operations through its subsidiaries Enhance Network
Communications, Inc. and Stonewall Networks, Inc.  Enhance
provides a wide variety of services from infrastructure architect
to software as a service supplier.  Stonewall Networks has built
the Cornerstone Security Policy Manager.  Cornerstone, a
centralized IT security policy manager, is an engine for security
policy modeling, implementation, monitoring, enforcement, and
auditing.


NXT NUTRITIONALS: Incurs $187,612 Net Loss in March 31 Quarter
--------------------------------------------------------------
NXT Nutritionals Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $187,612 on $50,190 of sales-net of
slotting fees and discounts for the three months ended March 31,
2011, compared with a net loss of $3.24 million on $108,734 of
sales-net of slotting fees and discounts for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $1.46
million in total assets, $13.01 million in total liabilities and a
$11.55 million total stockholders' deficit.

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

                        http://is.gd/OwZ2ZE

                      About NXT Nutritionals

Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) -
- http://www.nxtnutritionals.com/-- through its  wholly owned
subsidiary NXT Nutritionals, Inc., is engaged in developing and
marketing of a proprietary, patent-pending, all-natural sweetener
sold under the brand name SUSTA(TM) and other food and beverage
products.  SUSTA(TM) is being sold as a stand-alone product and it
is the common ingredient for all of the Company's products.

The Company reported a net loss of $17.40 million on $187,516 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $23.95 million on $905,728 of sales during the prior year.

As reported by the TCR on April 7, 2011, Berman & Company, P.A, in
Boca Raton, Fla., expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company had a net loss of $17,402,736 and net cash
used in operations of $3,035,079 for the year ended Dec. 31, 2010;
and a working capital deficit and stockholders' deficit of
$11,076,205 and $12,547,616, respectively, at Dec. 31, 2010,


ORANGE GROVE: Can Use Signal Walnut's Cash Collateral Until May 31
------------------------------------------------------------------
The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California authorized the extension of Orange
Grove Service, Inc.'s access to the cash collateral of Signal
Walnut Partnership, L.P until May 31, 2011.

The Court previously granted the Debtor interim access to American
Continental Bank's cash collateral until April 30.

The Debtor is also authorized to deviate from the total expenses
by no more than 10% without prior notice and approval of Signal
Walnut.

                    About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-21336) on March 25, 2010.  Matthew Abbasi, Esq., at Wilson &
Associates LLP, in Los Angeles, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$12,003,736 in assets and $11,611,337 in liabilities.


OUTSOURCE HOLDINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Outsource Holdings, Inc., has filed with the U.S. Bankruptcy Court
for the Northern District of Texas (Fort Worth) its schedules of
assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                              $0
B. Personal Property                 $10,571,121
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                               $0
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $13,887,431
                                     -----------       -----------
      TOTAL                          $10,571,121       $13,887,431

                      About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset is its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

Outsource Holdings filed for Chapter 11 bankruptcy protection on
April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938).  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  Outsource Holdings estimated its
assets and debts at $10 million to $50 million.


OVERLAND STORAGE: Files Form 10-Q; Posts $3.3MM Loss in Fiscal Q3
-----------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $3.36 million on $17.12 million of net revenue for the
three months ended March 31, 2011, compared with a net loss of
$2.50 million on $18.61 million of net revenue for the same period
a year ago.  The Company also reported a net loss of $10.77
million on $52.63 million of net revenue for the nine months ended
March 31, 2011, compared with a net loss of $8.77 million on
$58.36 million of net revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $48.50
million in total assets, $35.89 million in total liabilities and
$12.61 million in total shareholders' equity.

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

                        http://is.gd/wqHGV8

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


PALM HARBOR: T. Smith Rescinds Resignation from Board of Directors
------------------------------------------------------------------
As reported in the TCR on April 29, 2011, following the
resignation of Larry Keener as Chairman of the Board of Directors
of Palm Harbor Homes, Inc., the remaining members of the Board of
Directors appointed Brian Cejka to fill the vacancy created by
Mr. Keener's resignation.  Following Mr. Cejka's appointment,
effective April 29, 2011, the remaining members of the Board
tendered their resignations, leaving Mr. Cejka as the sole
director.

On May 18, 2011, Tim Smith, Director since 2008, notified the
Company that he had rescinded his resignation, effective April 29,
2011, and would continue to serve as a Director of the Company
until such time as the bankruptcy proceedings terminate.
Contemporaneous with Mr. Smith's rescission of his prior
resignation, Mr. Cejka announced that he would resign from his
directorship on the Board, effective immediately.  Mr. Cejka will
continue to serve as the Company's Interim Chief Executive and
Chief Restructuring Officer.

                      About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.

As reported in the TCR on May 16, 2011, Cavco Industries and
Fleetwood Homes filed with the U.S. Bankruptcy Court for the
District of Delaware a motion for an order enforcing and ordering
Palm Harbor Homes to perform its obligations under the Court-
approved amended and restated asset purchase agreement and to pay
administrative expenses.

According to Cavco and Fleetwood, the Debtors ceased paying former
employees' sales commissions and profit-sharing bonuses prior to
the closing date when the individuals were still employees of the
Debtors.


PARK CENTRAL: Has Interim Access to Lenders' Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized,
on an interim basis, Park Central Plaza 32 LLC, to collect rents
and CAMS generated by Park Central Plaza, LLC and hold the same in
a segregated account.

The Debtor would use the rents collected to maintain real property
and pay actual costs of the items, however, the Debtor is not
authorized to pay any amounts to Clark county, Nevada, Lambini &
Associates and Grubb & Ellis.

The Debtor is further authorized to accrue an amount not to exceed
$5,000 from the rents in addition to authorized expenses as a
reserve for future obligations, pending approval of the Court or
secured creditor METEJEMEI, LLC.

As reported in the Troubled Company Reporter on April 21, 2011,
according to the Debtor, METEJEMEI LLC holds a secured interest in
the Debtor's real property in an amount in excess of $25,000,000
and must consent to the usage of the cash collateral unless the
Court orders otherwise.  METEJEMEI is the successor to Nevada
State Bank in regards to a Deed of Trust executed by Debtor in
favor of NSB.  The underlying loan agreement between NSB and
Debtor was entered on or about Feb. 10, 2004 in the principal
amount of $5,931,000 and was subsequently amended.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens on all of the Debtors assets.

                 About Park Central Plaza 32, LLC

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Bob L. Olson, Esq., at Greenberg
Traurig LLP, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


PLATINUM ENERGY: Delays Filing of First Quarter Form 10-Q
---------------------------------------------------------
Maverick Engineering, Inc., a wholly owned subsidiary of Platinum
Energy Resources, Inc., filed bankruptcy under Chapter 11 of the
Bankruptcy Code on Nov. 24, 2010.  The Company is unable to file,
without unreasonable effort and expense, its Form 10-Q for the
period ended March 31, 2011, because the company and its auditors
have not yet completed their review of the segregated financial
statements.

                       About Platinum Energy

Houston, Tex.-based Platinum Energy Resources, Inc. --
http://www.platenergy.com/-- is an independent oil and gas
exploration and production company.  The Company has approximately
37,000 acres under lease in relatively long-lived fields with
well-established production histories.  The properties properties
are concentrated primarily in the Gulf Coast region in Texas, the
Permian Basin in Texas and New Mexico, and the Fort Worth Basin in
Texas.

The Company reported reported a net loss of $5.13 million on
$20.40 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $32.02 million on $17.30 million
of oil and gas sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $53.09 million
in total assets, $23.73 million in total liabilities, not subject
to compromise, $5.10 million in liabilities subject to compromise,
related to assets held for sale-discontinued operations, and
$24.26 million in total stockholders' equity.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2009.  The independent auditors noted that the
Company has experienced significant losses since inception and is
currently in default of its debt agreements.

The Company has incurred significant losses, resulting in
cumulative losses of $113,747,702 through Sept. 30, 2010.  At
Sept. 30, 2010, the Senior Credit Facility balance was
approximately $5.15 million.  The Company's current cash on hand
of $2,395,820 is not adequate to satisfy the debt.  Also, the
Company has negative working capital of $8,168,992.  Currently the
Company is looking at various ways of correcting these issues,
including exploring joint venture opportunities as well as a
thorough analysis of our specific assets for potential
divestiture.  Further the Company has assets and liabilities that
could be affected by unfavorable outcomes of litigation in
progress.


PLATINUM STUDIOS: Delays Filing of First Quarter Form 10-Q
----------------------------------------------------------
Platinum Studios, Inc., informed the U.S. Securities and Exchange
Commission that it is in the process of compiling information for
the quarter ended March 31, 2011, for the Form 10-Q, all of which
information has not yet been received.

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $10.47 million
in total assets, $26.99 million in total liabilities and a $16.52
million shareholders' deficit.

As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


PRIUM SPOKANE: Wants Until June 17 to Propose Chapter 11 Plan
-------------------------------------------------------------
Prium Spokane Buildings, L.L.C., asks the U.S. Bankruptcy Court
for the Eastern District of Washington to extend its exclusive
periods to file and solicit acceptances for the proposed
chapter 11 plan until June 17, 2011, and Aug. 16, respectively.

The Debtor needs additional time to pursue a feasible business
plan and a consensual chapter 11 plan, and to finalize
negotiations with third parties regarding certain terms of that
plan.

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  The Debtor disclosed $17,042,743 in assets
and $34,723,584 in liabilities as of the Chapter 11 filing.
There was no creditors committee appointed in the case.


PROTEIN POLYMER: Files for Chapter 7 Protection
-----------------------------------------------
BankruptcyData.com reports that Protein Polymer Technologies filed
for Chapter 7 protection (Bankr. D. Del. Case No. 11-11567).  The
Company is represented by Karen B. Skomorucha of Ashby & Geddes.

Protein Polymer Technologies, Inc., is a San Diego-based company
focused on developing bioactive products to improve medical and
surgical outcomes.  From its inception in 1988, PPTI has been a
pioneer in protein design and synthesis, developing an extensive
portfolio of proprietary biomaterials.   To date, PPTI has been
issued twenty-six U.S. Patents on its core technology with
corresponding issued and pending patents in key international
markets.


PURESPECTRUM, INC: Delays Filing of First Quarter Form 10-Q
-----------------------------------------------------------
PureSpectrum, Inc., informed the U.S. Securities and Exchange
Commission that its Quarterly report could not be filed within the
prescribed time period due to the Company requiring additional
time to prepare and review the quarterly report for the period
ended March 31, 2011.  Such delay could not be eliminated by the
Company without unreasonable effort and expense.  In accordance
with Rule 12b-25 of the Securities Exchange Act of 1934, the
Company will file its Form 10-Q no later than fifth calendar day
following the prescribed due date.

                      About PureSpectrum, Inc.

Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU)
-- http://www.purespectrumlighting.com/-- is engaged in the
development, marketing, licensing, and contract manufacturing of
lighting technology for use in residential, commercial, and
industrial applications worldwide.

The Company reported a net loss of $7.97 million on $79,634 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $7.31 million on $12,490 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.05 million
in total assets, $3.12 million in total assets and a $2.07 million
total stockholders' deficit.

                           Going Concern

The Company has incurred net losses from operations of $7,972,931
for the year ended Dec. 31, 2010.  In addition, at Dec. 31, 2010,
the Company has an accumulated deficit of $22,184,093 and negative
working capital of approximately $2,560,437.  These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.


QUANTUM CORP: Incurs $1.65 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
Quantum Corporation reported a net loss of $1.65 million on
$165.09 million of total revenue for the three months ended
March 31, 2011, compared with a net loss of $4.36 million on
$164.45 million of total revenue for the same period during the
prior year.  The Company also reported net income of $4.54 million
on $672.27 million of total revenue for the twelve months ended
March 31, 2011, compared with net income of $16.63 million on
$681.42 million of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $430.96
million in total assets, $492.07 million in total liabilities and
a $61.11 million stockholders' deficit.

"In fiscal 2011, we delivered growth in a number of key areas,"
said Jon Gacek, CEO of Quantum.  "Branded sales increased 5
percent over the prior year, and we had record revenue for both
branded disk systems and branded software, which were up 43
percent and 28 percent, respectively.  In addition, midrange
DXi(R) product revenue nearly tripled over the prior year.  We
also added approximately 550 new midrange and enterprise tape
automation customers and grew our entry-level tape automation
revenue 30 percent year-over-year."

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

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of Dec. 31, 2010, the Company's balance sheet showed
$466.35 million in total assets, $531.54 million in total
liabilities and a $65.19 million stockholders' deficit.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUICK-MED TECHNOLOGIES: Posts $611,900 Net Loss in March 31 Qtr.
----------------------------------------------------------------
Quick-Med Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $611,898 on $156,851 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$1.4 million on $364,717 of revenues for the three months ended
March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $1.3 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $6.6 million.

As of March 31, 2011, and as a result of historical operating
losses from prior years, the Company's accumulated deficit was
$24.2 million.

Daszkal Bolton LLP, in Boca Raton, Fla., expressed substantial
doubt about Quick-Med's ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2010.  The independent auditors noted that the Company has
experienced recurring losses and negative cash flows from
operations for the years ended June 30, 2010, and 2009, and
has a net capital deficiency.

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

                       http://is.gd/ZGnWtt

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.


RADIENT PHARMA: Settles with Noteholders for $10MM in Shares
------------------------------------------------------------
Alpha Capital Anstalt and Whalehaven Capital Fund Ltd., on
Dec. 10, 2010, filed a complaint against Radient Pharmaceuticals
Corporation regarding the number of warrants they received in the
Registered Direct Offering  that the Company completed in November
2009 and the shareholder vote obtained at the Company's Dec. 3,
2010, annual shareholder meeting.  The Plaintiffs believe that the
effective price of the notes the Company issued pursuant to the
private financing the Company completed in March and April 2010,
and of the shares the Company later issued to two such note
holders in settlement of a lawsuit with same, is lower than what
the Company claims it to be and that such alleged effective price
requires a greater reset to the exercise price of the warrants
they received in the RDO.  Additionally, the plaintiffs allege
that the Company solicited votes against one of the proposals
related to the RDO that was proposed at the Dec. 3, 2010, annual
shareholder meeting.  The Plaintiffs sought relief from the court
involving additional shares issuable pursuant to the exercise of
the warrants they received in the RDO and cash damages.  To date,
the Company has expended a large amount of cash and time on this
lawsuit and numerous depositions have been scheduled.  Considering
the potential outcome of this lawsuit and attorneys fees
associated with litigating same, management believed it to be in
the company and our shareholders' best interest to settle this
lawsuit.

Accordingly, on May 10, 2011, the Company entered into a
Settlement Agreement with the Plaintiffs.  Pursuant to the
Settlement Agreement the Company agreed to issue that number of
shares of the Company's common stock equal in value to $10,912,055
at the time of issuance; however, the Company is not obligated to
issue the shares until it receives court approval to issue such
shares pursuant to the provisions of Section 3(a)(10) of the
Securities Act of 1933, pursuant to which the shares will be free
trading and any NYSE Amex or shareholder approval, if required.
Under the terms of the Settlement Agreement, upon Court Approval,
the Company will issue Plaintiffs as many shares of the Company's
common stock as possible to reach the Settlement Amount that the
NYSE Amex have previously approved for issuance to the Plaintiffs.

To account for the time it may take to receive Court Approval, as
well as NYSE Amex or shareholder approval of the ultimate number
of shares issuable to obtain the Settlement Amount, and therefore
their shares, the Plaintiffs agreed to accept a promissory note
for the monetary value of that number of additional shares that
would be required to be issued to achieve the Settlement Amount
upon Court Approval based on a pre-determined formula set forth in
the Notes.  The notes will be delivered upon Court Approval; they
bear 8% interest and mature 4 months after issuance.  The Company
maintains the right to pay the note back in cash or shares of
common stock based upon a pre-determined formula set forth in the
notes.  Upon the occurrence of an event of default, the note will
become immediately due and payable.  Under the Settlement
Agreement, Plaintiffs are entitled to entry of judgment in the
amount of principal outstanding, if any, on the maturity date.
The Settlement Agreement also contemplates the issuance of
additional shares to Plaintiffs or the return of shares to the
Company based upon variances in the market price of the Company's
common stock between the date the Company receives Court Approval
and sixty days following the maturity date of the notes.

Unless otherwise extended by the Plaintiffs, the Company must
obtain Court Approval by May 23, 2011.  Pursuant to the Settlement
Agreement, the Company agreed to pay Plaintiffs' attorney fees of
$75,000.  Once the initial shares and promissory note are issued,
the parties will file a Stipulation of Discontinuance of the
lawsuit with the relevant court and all of the warrants the
Plaintiffs received in the RDO and in the private financing we
closed in March and April 2010 will be null and void.

A full-text copy of the Settlement Agreement is available for free
at http://is.gd/ICamyU

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., 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 a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.

The Company has yet to file its annual report on Form 10-K for the
year ended Dec. 31, 2010.  The Company said it expects to report a
net loss in the range of $68M-74M for 2010 compared with net loss
of approximately $17M for fiscal 2009.


RADIENT PHARMA: Delays Filing of March 31 Form 10-Q
---------------------------------------------------
Radient Pharmaceuticals Corporation notified the U.S. Securities
and Exchange Commission that it is unable to file its 10-Q for
quarter ended March 31, 2011, in a timely manner because the
Company is not able to complete its consolidated financial
statements without unreasonable effort or expense.

As the Company has disclosed in its previous filings, effective
September 29, 2009, the Company deconsolidated all activity of its
subsidiary, Jade Pharmaceuticals Inc.  This decision was based on
several factors, including lack of timely responses from JPI to
the Company's requests for financial information.  Unfortunately,
the Company has still not yet received all information requested
from JPI for the Dec. 31, 2010, consolidated financial statements
and therefore is unable to finalize the valuation process of JPI,
which is required in such statements and therefore have not yet
been able to file the Company's Annual Report on Form 10-K for the
year ended Dec. 31, 2010.  The Company cannot complete, or file,
the 10-Q for the quarter ended March 31, 2011, until it completes
and files the Form 10-K.  The Company is vigorously working to
file the Form 10-Q by the end of May, but there can be no
assurance the 2010 audit will be completed by such date due to the
situation described herein to enable the Company to file its Form
10-Q by such time.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., 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 a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.

The Company has yet to file its annual report on Form 10-K for the
year ended Dec. 31, 2010.  The Company said it expects to report a
net loss in the range of $68M-74M for 2010 compared with net loss
of approximately $17M for fiscal 2009.


RASER TECHNOLOGIES: Creditors Merrill Lynch Wants DIP Loan Denied
-----------------------------------------------------------------
Raser Technologies Inc.. et al.'s largest unsecured creditors,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, asks the U.S.
Bankruptcy Court for the District of Delaware to deny the Debtors'
request to obtain postpetition financing from prepetition secured
parties.

Linden Capital, LP, Tenor Master Opportunity Fund, Ltd., and Aria
Opportunity Fund, Ltd., offered to provide the Debtors the
anticipated working capital needs.

The lenders hold in the aggregate $25 million of the $55 million
face amount of the 8% convertible senior unsecured  notes due 2013
issued by the Debtors in 2008.

The principal terms of the DIP Facility includes:

Borrower:                        Debtor Raser Technologies, Inc.

Guarantors and Guarantee:        All subsidiaries of the Borrower.
                                 All obligations will be
                                 unconditionally guaranteed by the
                                 guarantors.

Administrative Agent:            Wilmington Trust Company

Commitment:                      an initial $750,000 for working
                                 capital needs

                                 $8.75 million aggregate for (i)
                                 $6 million to satisfy a portion
                                 of the principal obligations
                                 owing to Thermo No. 1 BE-01, LLC;
                                 (ii) up to 2.75 million for
                                 working capital needs.

Collateral:                      Prior to the entry of the final
                                 order, all obligations of the
                                 Debtors will be secured by (i)
                                 first priority blanket liens and
                                 security interests on all assets
                                 of the Debtors; and (ii) junior
                                 liens and security interests on
                                 all assets of the Debtors.  The
                                 DIP facility junior liens will be
                                 junior in all respects to the
                                 Thermo lenders' liens on the
                                 existing collateral.

Term:                            Aug. 26, 2011, or the
                                 acceleration of loans and the
                                 termination of the commitments.

Interest Rate:                   15% per annum

According to Merrill, through the financing motion, the Debtors
sought beyond what is necessary to secure funding for continued
operations and to protect the estates from losing value.

Merrill explain that:

   -- the relief requested goes too far toward handing control of
      the cases over to the DIP Lenders;

   -- the evidence presented that the financing terms in the DIP
      facility were the best available to the Debtors is
      insufficient;

   -- the DIP Facility provides for an inappropriate payment to a
      prepetition lender;

   -- the DIP Facility is inextricably tied to auction procedures
      and a plan of reorganization that contain objectionable
      provisions; and

   -- the financing motion requests various other inappropriate
      relief.

Merrill add that the $6 million payment to the Thermo Lenders
funded by the DIP Facility be extremely costly for the estates,
the Debtors imply in the financing motion that the payment is not
even necessary.

Merrill is represented by:

          Kurt F. Gwynne, Esq.
          1201 Market Street, Suite 1500
          Wilmington, DE 19801
          Tel: (302) 778-7500
          Fax: (302) 778-7575
          E-mail: kgwynne@reedsmith.com

          HAYNES AND BOONE, LLP
          Mark X. Mullin, Esq.
          Stephen J. Manz, Esq.
          2323 Victory Avenue, Suite 700
          Dallas, Texas 75219
          Tel: (214) 651-5000
          Fax: (214) 651-5940
          E-mails: mark.mullin@haynesboone.com
                   stephen.manz@haynesboone.com

                      About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Wants to Linden-Led Auction for Equity Sponsor
------------------------------------------------------------------
Raser Technologies Inc.. et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authorization to sell 100% of the
equity in reorganized Debtor Raser Technologies, Inc., in an
auction led by the sponsors.

The Debtors scheduled a July 25, 2011, auction at the offices of
Bayard, P.A., 222 Delaware Avenue, Suite 900, Wilmington, Delaware
beginning at 10:00 a.m. (EDT).  Qualified bids are due July 20.

The Debtors entered a Plan Support Agreement with Linden Capital,
LP and Tenor Opportunity Master Fund, Ltd., and Aria Opportunity
Fund, Ltd.  The lenders hold approximately half of the face amount
of the $55 million Convertible Senior Unsecured Notes due in 2013
issued by Debtor.

Specifically, the Plan Support Agreement includes these terms and
transactions, among others:

   -- the sponsors will provide the DIP Facility to the Debtors in
      the aggregate amount of $8.75 million that will be used,
      among other things, to fund the costs associated with the
      Chapter 11 proceedings, cover the Debtors' working capital
      needs, make certain payments upon confirmation of a plan of
      reorganization, and fund the Thermo Lenders Payment;

   -- following final approval of the DIP Facility, the payment of
      $6.0 million to the Thermo Lenders to reduce the Debtors'
      obligations under the Thermo Note and related agreements;

   -- the Debtors will conduct an auction for 100% of the
      Reorganized Raser Equity to be issued pursuant to a
      confirmed Plan

The Debtors will sell the assets for $19.7 million.  The prices
will be payable as follows: (i) crediting the outstanding balance
of the DIP Facility, including all fees and interest paid in kind
pursuant to the terms thereof, (ii) crediting the outstanding
balance of the pre-petition secured loan provided to certain of
the Debtors by the Sponsors, (iii) the waiver of approximately
$4.3 million of claims held by the Thermo Lenders in accordance
with the terms of the Thermo Settlement Agreement, (iv) Cash in
the amount of $2.5 million representing a capital contribution to
be made by the Sponsors in accordance with the terms of the Plan
Support Agreement, and (v) the provision by the Sponsors of the
Exit Facility.

The sponsors have committed to provide to the Debtors on the
Effective Date a fully committed $3.0 million two-year senior,
secured convertible preferred voting term loan facility on
customary terms and conditions to fund working capital and further
development needs of the reorganized Debtors.  The interest rate
applicable to the loans outstanding under the Exit Facility will
be 10% per annum.

In the event the sponsors are not the successful bidder, the
sponsors will be entitled to a break-up fee equal to 5% of
the purchase price.

                      About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


REGENCY ENERGY: Moody's Rates Proposed $500-Mil. Notes at 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Regency Energy
Partners, L.P.'s (Regency) proposed $500 million senior notes. The
note proceeds will be used to reduce outstanding borrowings under
Regency's revolving credit facility. The rating outlook remains
positive.

Due to the higher use of debt in the financing mix, Regency's
leverage has increased significantly following its April 2011
acquisition of a 30% stake in LDH Energy Asset Holdings LLC (LDH).
To fund the $592 million LDH acquisition, Regency issued $204
million of equity and drew the remaining balance on its bank
revolver. Consequently, proforma balance sheet debt has increased
to $1.64 billion at March 31, 2011 from $1.14 billion at December
31, 2010. Proforma for the debt financing, Moody's estimates
adjusted Debt/EBITDA at over 5.1x. While Moody's expects Regency's
earnings and cash flow to step up over the next 12 months,
additional equity will need to be issued in the future to support
a stronger financial leverage profile indicative of a higher
rating. In order to maintain positive ratings momentum, Regency
will need to stabilize leverage below 4.8x as incremental cash
flows accrue from both new assets and its core operations.

Regency's Ba3 Corporate Family Rating reflects its size and scale,
with both business and geographic diversification and increasing
fee-based income from recent expansions and acquisitions. The Ba3
rating also considers Regency's rapid growth and evolving business
mix profile, the financial risks associated with its growth
projects, and increased structural complexity. Given the risks
associated with the MLP business model, the Ba3 rating is
supported by Regency's track record to date in issuing equity and
management's commitment to accessing equity to fund acquisition-
led growth. Regency's Ba3 rating also factors in its ownership by
Energy Transfer Equity -- a significant midstream player, but also
one with elevated consolidated leverage that looks to Regency to
help fund its own distributions and debt obligations.

Proforma for the notes issue, the company had approximately $25
million of cash and $656 of available liquidity under its $900
million committed revolving credit facility, which expires on June
15, 2014. The company also has a $100 million working capital
facility at its RIGS joint-venture that expires in July 2014.

The B1 rating on Regency's senior unsecured notes reflects both
the overall Ba3 probability of default rating of Regency and a
loss given default of LGD 5. The senior unsecured notes rating of
B1, one notch below the Ba3 Corporate Family Rating, reflects the
contractual subordination of the notes relative to Regency's
secured bank credit facility. However, the addition of more
unsecured debt to the liability structure increases the relative
proportion of unsecured debt to secured debt, thereby improving
overall recovery for the unsecured debt class, with the loss
estimate for the unsecured notes declining to 73% from 79%.

The principal methodology used in this rating was Global Midstream
Energy rating methodology published in December 2010.

Headquartered in Dallas, Texas, Regency Energy Partners LP is a
publicly traded master limited partnership engaged in natural gas
gathering, processing, contract compression and transportation.


RURAL/METRO CORP: S&P Lowers CCR to 'B' on Warburg Acquisition
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Scottsdale, Ariz.-based Rural/Metro Corp. to 'B' from
'B+'. "At the same time, we removed the ratings from CreditWatch
following our review of the leveraged buyout (LBO) transaction. We
placed the ratings on CreditWatch on March 28, 2011, following the
announcement that the company entered into agreement to be
acquired by Warburg Pincus. The outlook is stable," S&P related.

S&P continued, "At the same time, we assigned a 'B' issue-level
rating and a '3' recovery rating to the company's proposed $100
million senior secured revolving credit facility due 2016 and its
$325 million senior secured credit facility due 2018. The '3'
recovery rating indicates our expectation for meaningful (50% to
70%) recovery of principal and interest in the event of a payment
default."

"We are also assigning a 'CCC+' issue rating and a '6' recovery
rating to Rural/Metro's $200 million senior unsecured notes due
2019. The '6' recovery rating indicates our expectation for
negligible (0 to 10%) recovery of principal and interest in the
event of a payment default. The senior secured term loan and
senior unsecured note are being used to finance the LBO by
Warburg Pincus," S&P noted.

"The low speculative-grade corporate credit rating on medical
transport services company Rural/Metro reflects a highly leveraged
financial risk profile; pro forma for the proposed transaction, we
expect adjusted debt leverage to approximate 6.7x, and funds from
operations (FFO) to debt to be about 8%. Liquidity is adequate,"
said Standard & Poor's credit analyst Rivka Gertzulin.
Additionally, the company's weak business risk profile reflects
exposure to the ongoing uncertainty of government reimbursement
rates and sustainability of commercial payor price increases,
modest operating margins, and high levels of uncompensated care.

Although management has effectively managed Rural/Metro by
expanding margins by reducing uncompensated care, the highly
leveraged buyout by Warburg Pincus adds substantial debt. "In
addition, we believe that the company's financial policy could be
more aggressive under the ownership of a financial sponsor. While
we expect credit metrics to improve in the near term from the
addition of the Santa Clara 911 contract commencing in July, low-
single-digit same-contract growth, and new contract wins, adjusted
debt leverage will likely exceed 5x over the next few years," S&P
stated.


SARDIS DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sardis Development Company, LLC
        P.O. Box 1424
        Candler, NC 28715

Bankruptcy Case No.: 11-10506

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  7 Orchard Street, Suite 100
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $1,800,025

Scheduled Debts: $487,318

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-10506.pdf

The petition was signed by Michael West, member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Michael West                          11-10112            03/14/11


SAVANNA ENERGY: DBRS Gives Final 'B' Rating to Sr. Unsec. Notes
---------------------------------------------------------------
DBRS has finalized its provisional rating of B (high) with a
Stable trend on Savanna Energy Services Corp.'s $125 million of
7.00% Senior Unsecured Notes due May 25, 2018 (the Unsecured
Notes).  DBRS assigned a provisional rating of B (high) with a
Stable trend on May 11, 2011 (see related news release).

The Unsecured Notes, supported by subsidiary guarantees, will rank
equally with all of Savanna's other unsecured and unsubordinated
indebtedness from time to time outstanding.  However, these notes
are structurally subordinated to Savanna's secured bank facility
(the Secured Facility).  DBRS understands that the net proceeds
from the captioned issuance will be used to pay down the Secured
Facility.


SEAHAWK DRILLING: Shareholders Want to Sue Ex-Owner Over Spinoff
----------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that shareholders of Seahawk Drilling Inc. seek Bankruptcy
Court permission to sue the Company's former owner, Pride
International Inc., and executives, which spun off the Company in
2009.

According to DBR, the shareholders said the spinoff forced Seahawk
Drilling into a series of legal agreements that didn't fairly
benefit the Company.  Those spinoff agreements "may have rendered
the [company and its affiliates] insolvent, undercapitalized for
its continuing business operations [or] unable to satisfy
reasonably anticipated debt obligations," the group said in court
documents, according to DBR.

"Prosecution of the claims is critical in these cases because the
benefits (from them) will have a substantial impact on recoveries
to interest holders," the shareholders said Friday in their
request, according to DBR.

DBR says the shareholders also seek rejection of $68 million in
monetary claims asserted by Pride.

According to DBR, the lawsuits could recover millions of dollars
for creditors and shareholders left behind in Seahawk Drilling's
Chapter 11 bankruptcy, which enabled the Company to sell its 20
oil rigs off the Gulf Coast to competitor Hercules Offshore Inc.
Hercules Offshore paid $154.5 million for the fleet and left
Seahawk Drilling with few operating assets.

According to DBR, Pride spokeswoman Kate Perez in a statement
Tuesday called the deal "legal, proper, and consistent with the
best interests of Pride's and Seahawk's respective shareholders."
Ms. Perez said Pride will "vigorously defend all claims and
challenges to its rightful recovery in the case under its
contracts with Seahawk."  She also added that shareholders don't
have the power to bring the lawsuits.

DBR notes the shareholders said they unsuccessfully tried to
convince Seahawk Drilling executives to pursue the claims
themselves.

Judge Richard Schmidt agreed to hear arguments on the matter on
June 7.

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  According to DBR Small Cap, the deal
was valued at about $176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SEAHAWK DRILLING: Files Chapter 11 Plan, Disclosure Statement
-------------------------------------------------------------
BankruptcyData.com reports that Seahawk Drilling filed with the
U.S. Bankruptcy Court a Joint Chapter 11 Plan of Reorganization
and related Disclosure Statement.

According to the DS, "The Plan generally provides for the payment
in full of all Allowed Claims of all Classes of creditors and a
pro rata distribution of any remaining assets of the Debtors to
holders of Interests (Seahawk's stockholders).  The Plan sets
forth the mechanism for the distribution to holders of Allowed
Claims and holders of Interests of (i) the proceeds from the sale
of substantially all of the Debtors' assets to the Purchaser and
(ii) the liquidation and distribution of the Excluded Assets.  The
Plan also takes into account that, at or shortly after the Closing
of the transaction with the Purchaser (i) the First DIP Financing
Agreement was paid in full, (ii) Purchaser assumed liability for
approximately $10.45 million in current accounts payable of, and
accruals for goods and services received by, Debtors as of the
Closing Date attributable to the Purchased Assets, and (iii) cure
claims of approximately $1.5 million relating to contracts assumed
by the Debtors and assigned to the Purchaser were paid from the
sale proceeds.  In addition, the APA provided that, as part of the
consideration for the transaction, effective as of the Closing,
the Purchaser provided, or caused to be provided, continuation
health coverage for any of Debtors' employees who were not hired
by Hercules as required under, and in accordance with COBRA.
After the Closing, the Debtors retained cash, including proceeds
of the Wind Down DIP Financing Agreement, and other Excluded
Assets and the Escrow Agent holds the Hercules Common Stock on
behalf of the Debtors for later Distribution to creditors and
stockholders in exchange for their Allowed Claims and Interests in
accordance with the Plan. On the Effective Date, the Cash, other
Excluded Assets and the Debtors' ownership of the Hercules Common
Stock (held for their benefit by the Escrow Agent) shall vest in
the Reorganized Debtors. Also on the Effective Date, the Debtors
shall continue their individual corporate existence but all
existing common stock of Seahawk will be cancelled and new shares
issued to the Liquidating Trust."

                        About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SECUREALERT INC: Incurs $2.51 Million Net Loss in 1st Quarter
-------------------------------------------------------------
SecureAlert, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.51 million on $3.88 million of total revenues for the three
months ended March 31, 2011, compared with a net loss of $3.50
million on $3.01 million of total revenues for the same period a
year ago.  The Company also reported a net loss of $4.58 million
on $7.56 million of total revenues for the six months ended
March 31, 2011, compared with a net loss of $9.03 million on $6.20
million of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $12.77
million in total assets, $11.06 million in total liabilities and
$1.71 million in total equity.

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.

The Company reported a net loss of $2.07 million on $3.68 million
of revenue for the three months ended Dec. 31, 2010, compared with
a net loss of $5.53 million on $3.20 million of total revenue for
the same period a year earlier.


SENSATA TECHNOLOGIES: Waives Certain Conditions to Tender Offers
----------------------------------------------------------------
Sensata Technologies Holding N.V. announced that its wholly-owned
subsidiary, Sensata Technologies B.V., has waived the following
conditions to its previously announced cash tender offers and
consent solicitations with respect to all of the Company's
outstanding 8% Senior Notes due 2014 and 9% Senior Subordinated
Notes due 2016: (i) the receipt of the requisite consents
necessary to adopt proposed amendments to each indenture governing
the Notes and (ii) the execution of the supplemental indentures
giving effect to the Proposed Amendments.

The principal purpose of the consent solicitations and the
Proposed Amendments is (i) to eliminate substantially all of the
restrictive covenants, (ii) to eliminate or modify certain events
of default and (iii) to eliminate or modify related provisions
contained in the indentures governing the Notes.  In order for the
Proposed Amendments to be effective with respect to an applicable
series of Notes, holders of at least a majority of the outstanding
aggregate principal amount of such series of Notes must consent to
the Proposed Amendments.  Holders who tender Notes are obligated
to consent to the Proposed Amendments and holders may not deliver
consents without tendering the related Notes.

Each holder who validly tenders and does not subsequently validly
withdraw its Notes and delivers and does not subsequently validly
revoke its consent to the Proposed Amendments with respect to such
Notes prior to 5:00 p.m., New York City time, on May 11, 2011,
unless extended, will receive (i) with respect to the Dollar Notes
accepted for purchase by the Company, Total Consideration of
$1,022.50 per $1,000 principal amount of such Notes, which
includes $992.50 as the Tender Offer Consideration and $30.00 as a
Consent Payment, and (ii) with respect to the Euro Notes accepted
for purchase by the Company, Total Consideration of EUR1,048.75
per EUR1,000 principal amount of such Notes, which includes
EUR1,018.75 as the Tender Offer Consideration and EUR30.00 as a
Consent Payment.  In addition, accrued interest up to, but not
including, the Applicable Payment Date of the Notes will be paid
in cash on all validly tendered and accepted Notes.

Each of the tender offers is scheduled to expire at 11:59 p.m.,
New York City time, on May 25, 2011, unless extended.  Tendered
Notes may be withdrawn and consents may be revoked at any time
prior to 5:00 p.m., New York City time, on May 11, 2011, unless
extended, but not thereafter.  Holders who validly tender their
Notes and deliver their consents after the Consent Date will
receive only the Tender Offer Consideration applicable to such
Notes and will not be entitled to receive a Consent Payment if
such Notes are accepted for purchase pursuant to the tender
offers.

The Company reserves the right, at any time or times following the
Consent Date but prior to the Expiration Date, to accept for
purchase all of the Dollar or the Euro Notes validly tendered
prior to the Early Acceptance Time.  If the Company exercises this
option, it will pay the Total Consideration for the Dollar Notes
or the Euro Notes, as applicable, accepted for purchase at the
Early Acceptance Time on a date promptly following the Early
Acceptance Time.  The Company will also pay on the Early Payment
Date accrued and unpaid interest up to, but not including, the
Early Payment Date on the Notes accepted for purchase at the Early
Acceptance Time.  The Company currently expects that the Early
Payment Date will be May 12, 2011.

Except as amended hereby, the tender offers and consent
solicitations remain subject to all of the terms and subject to
the conditions set forth in the related Offer to Purchase and
Consent Solicitation Statement dated April 28, 2011.

The Company's obligation to accept for purchase and to pay for the
Notes validly tendered and consents validly delivered, pursuant to
the Offer to Purchase, will continue to be subject to, and
conditioned upon, certain conditions, including: (a) the receipt
by the Company of the proceeds from a previously announced
issuance of new senior notes; (b) the effectiveness of a
previously announced new senior secured credit facility; and (c)
the satisfaction of other general conditions set forth in the
Offer to Purchase.

Subject to the remaining terms and conditions of the tender offers
and consent solicitations, the Company will, following the
Expiration Date, accept for purchase all the Dollar Notes or the
Euro Notes validly tendered prior to the Expiration Date.  The
Issuer will pay the applicable Total Consideration or Tender Offer
Consideration, as the case may be, for the Dollar Notes and the
Euro Notes accepted for purchase at the Final Acceptance Time on a
date promptly following the Final Acceptance Time.  The Company
will also pay on the Final Payment Date accrued and unpaid
interest up to, but not including, the Final Payment Date on the
Notes accepted for purchase at the Final Acceptance Time.  The
Company currently expects that the Final Payment Date will be
May 26, 2011.

Any Notes not tendered and purchased pursuant to the tender offers
will remain outstanding, and, to the extent that the requisite
consents are received, the holders thereof will be bound by the
Proposed Amendments contained in the applicable supplemental
indenture even though they have not consented to the Proposed
Amendments.  None of Sensata's or the Company's board of
directors, the dealer managers and solicitation agents or any
other person makes any recommendation as to whether holders of
Notes should tender their Notes or deliver the related consents,
and no one has been authorized to make such a recommendation.

Sensata has engaged Barclays Capital Inc. and Morgan Stanley & Co.
Incorporated to act as dealer managers and solicitation agents for
the tender offers and consent solicitations.  With respect to the
Dollar Notes, Global Bondholder Services Corporation is the
information agent and depositary for the tender offers and consent
solicitations.  With respect to the Euro Notes, Lucid Issuer
Services Limited is the information agent and tender agent for the
tender offers and consent solicitations.  Questions regarding the
tender offers or consent solicitations may be directed to Barclays
Capital Inc. at +1 (800) 438-3242 (U.S. toll-free) or +1 (212)
528-7581 (collect) or Morgan Stanley & Co. Incorporated at +1
(800) 624-1808 (U.S. toll-free) or +1 (212) 761-1057 (collect).
Requests for the Offer Documents with respect to the Dollar Notes
may be directed to Global Bondholder Services Corporation at +1
(866) 952-2200 (U.S. toll-free) or +1 (212) 430-3774 (banks and
brokers only).  Requests for the Offer Documents with respect to
the Euro Notes should be directed to Lucid Issuer Services Limited
at +44 (20) 7704-0880.

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- Sensata Technologies B.V. is a global
designer, manufacturer, and marketer of customized and highly-
engineered sensors and control products.  Sensata is a wholly-
owned subsidiary of Sensata Technologies Holding, N.V.  Its
sensors segment accounts for approximately 60% of the company's
2009 revenues, and supplies sensors and transducers to the
commercial, industrial and automotive markets.  Revenue for the
LTM period ended 9/30/10 approximated $1.5 billion.

The Company's balance sheet at March 31, 2011 showed $3.39 billion
in total assets, $2.49 billion in total liabilities, and
$895.09 million in total shareholders' equity.

                          *     *     *

In October 2010, Moody's Investors Service said that Sensata
Technologies' 'B2' Corporate Family Rating and positive outlook
remain unchanged following the announcement of its public holding
company, Sensata Technologies Holding N.V., that it has reached a
definitive agreement to acquire the "Automotive on Board" sensors
business of Honeywell International for $140 million in cash.

Moody's last rating action on Sensata was Aug. 26, 2010, when
the company's Corporate Family and Probability of Default ratings
were upgraded to B2 from B3 and the ratings outlook was changed to
positive.

As reported by the TCR on March 1, 2011, Standard & Poor's Ratings
Services raised the ratings on sensors and controls manufacturer
Sensata Technologies B.V., including the corporate credit rating,
to 'BB-' from 'B+'.  The outlook is stable.  "The rating actions
reflect further improvements in Sensata's credit measures and the
continuing ownership reduction of its majority owner, private
equity firm Bain Capital, which S&P believes provides further
indication that the company is likely to maintain a less-
aggressive financial policy," said Standard & Poor's credit
analyst Dan Picciotto.  "S&P believes operating trends for 2011
remain favorable and that the company has demonstrated good
profitability through the economic downturn and into the upturn."


SENSATA TECHNOLOGIES: Subsidiary Refinances Existing Indebtedness
-----------------------------------------------------------------
Sensata Technologies Holding N.V. announced the completion of a
series of financing transactions by its wholly-owned subsidiary,
Sensata Technologies B.V., designed to refinance substantially all
of its existing indebtedness.  These transactions included:

   * The issuance and sale of $700 million in aggregate principal
     amount of 6.5% senior notes due 2019 of the Company in a
     private offering; and

   * The execution of new senior secured credit facilities that
     provide the Company with a $1,100 million seven year term
     loan facility and a $250 million five year revolving credit
     facility.

The New Senior Notes were issued at par and the term loans were
issued at 99.5% of par.  The term loan facility bears interest at
variable rates which includes a LIBOR index rate plus 300 basis
points.

The proceeds from the New Credit Facilities and the New Senior
Notes together with cash on hand were or will be promptly used to
(i) repay all of the amounts currently outstanding under the
Company' existing term loans, 8% Senior Notes due 2014 and 9%
Senior Subordinated Notes due 2016, (ii) pay all accrued interest
on such indebtedness and related redemption premiums and (iii) pay
all fees and expenses in connection with these refinancing
transactions.

Sensata expects to write-off existing deferred financing costs and
recognize as expense certain costs associated with the redemption
of the Notes totaling approximately $41 million.  In addition,
Sensata will capitalize other transaction costs and fees totaling
approximately $40 million, which will be amortized to interest
expense over the term of the New Senior Notes and the New Credit
Facilities.

In connection with the previously announced cash tender offers and
consent solicitations with respect to all of the Company's
outstanding Notes, the Company accepted for payment and has
repurchased: (i) $13,007,000 aggregate principal amount of the
Dollar Notes, which notes had been validly tendered as of 5:00
p.m., New York City time, on May 11, 2011, and (ii) EUR37,578,000
aggregate principal amount of the Euro Notes, which notes had been
validly tendered as of the Consent Date.  Holders of the Dollar
Notes received total consideration of $1,022.50 per $1,000
principal amount of such Notes and holders of the Euro Notes
received total consideration of EUR1,048.75 per EUR1,000 principal
amount of such Notes, plus in each case, accrued interest up to,
but not including, May 12, 2011.

Holders who validly tender their Notes after the Consent Date, but
on or prior to 11:59 p.m., New York City time, on May 25, 2011,
unless extended or earlier terminated by the Company, and whose
Notes are accepted for payment, will receive: (i) with respect to
Dollar Notes, the tender offer consideration equal to $992.50 per
$1,000 principal amount of such Notes, and (ii) with respect to
Euro Notes, the tender offer consideration equal to EUR1,018.75
per EUR1,000 principal amount of such Notes, plus in each case,
accrued interest up to, but not including, the applicable payment
date of the Notes.  Holders of Notes who tender after the Consent
Date will not receive the consent payment.

Subject to the terms and conditions of the tender offers and
consent solicitations, the Company will, following the Expiration
Date, accept for purchase all the Dollar Notes or the Euro Notes
validly tendered after the Consent Date and prior to the
Expiration Date.  The Company will pay the Tender Offer
Consideration for the Dollar Notes and the Euro Notes accepted for
purchase at the Final Acceptance Time on a date promptly following
the Final Acceptance Time.  The Company currently expects that the
Final Payment Date will be May 26, 2011.

Any Notes not tendered and purchased pursuant to the tender offers
will remain outstanding and, to the extent that the requisite
consents are received, the holders thereof will be bound by the
proposed amendments to the indentures governing the Notes
contained in the applicable supplemental indenture even though
they have not consented to the proposed amendments.

The Company has issued redemption notices with respect to any
Notes that remain outstanding after the consummation of the tender
offers in accordance with the terms of the applicable indenture.
The redemption date with respect to any such Notes will be June
13, 2011.

None of Sensata's or the Company's board of directors, the dealer
managers and solicitation agents or any other person makes any
recommendation as to whether holders of Notes should tender their
Notes or deliver the related consents, and no one has been
authorized to make such a recommendation.

Barclays Capital Inc. and Morgan Stanley & Co. Incorporated are
acting as dealer managers and solicitation agents for the tender
offers and consent solicitations.  With respect to the Dollar
Notes, Global Bondholder Services Corporation is the information
agent and depositary for the tender offer and consent
solicitation. With respect to the Euro Notes, Lucid Issuer
Services Limited is the information agent and tender agent for the
tender offer and consent solicitation. Questions regarding the
tender offers or consent solicitations may be directed to Barclays
Capital Inc. at +1 (800) 438-3242 (U.S. toll-free) or +1 (212)
528-7581 (collect) or Morgan Stanley & Co. Incorporated at +1
(800) 624-1808 (U.S. toll-free) or +1 (212) 761-1057 (collect).
Requests for the Offer Documents with respect to the Dollar Notes
may be directed to Global Bondholder Services Corporation at +1
(866) 952-2200 (U.S. toll-free) or +1 (212) 430-3774 (banks and
brokers only).  Requests for the Offer Documents with respect to
the Euro Notes should be directed to Lucid Issuer Services Limited
at +44 (20) 7704-0880.

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- Sensata Technologies B.V. is a global
designer, manufacturer, and marketer of customized and highly-
engineered sensors and control products.  Sensata is a wholly-
owned subsidiary of Sensata Technologies Holding, N.V.  Its
sensors segment accounts for approximately 60% of the company's
2009 revenues, and supplies sensors and transducers to the
commercial, industrial and automotive markets.  Revenue for the
LTM period ended 9/30/10 approximated $1.5 billion.

The Company's balance sheet at March 31, 2011 showed $3.39 billion
in total assets, $2.49 billion in total liabilities, and
$895.09 million in total shareholders' equity.

                          *     *     *

In October 2010, Moody's Investors Service said that Sensata
Technologies' 'B2' Corporate Family Rating and positive outlook
remain unchanged following the announcement of its public holding
company, Sensata Technologies Holding N.V., that it has reached a
definitive agreement to acquire the "Automotive on Board" sensors
business of Honeywell International for $140 million in cash.

Moody's last rating action on Sensata was Aug. 26, 2010, when
the company's Corporate Family and Probability of Default ratings
were upgraded to B2 from B3 and the ratings outlook was changed to
positive.

As reported by the TCR on March 1, 2011, Standard & Poor's Ratings
Services raised the ratings on sensors and controls manufacturer
Sensata Technologies B.V., including the corporate credit rating,
to 'BB-' from 'B+'.  The outlook is stable.  "The rating actions
reflect further improvements in Sensata's credit measures and the
continuing ownership reduction of its majority owner, private
equity firm Bain Capital, which S&P believes provides further
indication that the company is likely to maintain a less-
aggressive financial policy," said Standard & Poor's credit
analyst Dan Picciotto.  "S&P believes operating trends for 2011
remain favorable and that the company has demonstrated good
profitability through the economic downturn and into the upturn."


SIMON WORLDWIDE: Incurs $490,000 Net Loss in First Quarter
----------------------------------------------------------
Simon Worldwide, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $490,000 on $0 of revenue for the three months ended March 31,
2011, compared with a net loss of $588,000 on $0 of revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $10.80
million in total assets, $203,000 in total liabilities, all
current, and $10.60 million in total stockholders' equity.

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

                        http://is.gd/sgrjr8

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

The Company reported a net loss of $2.33 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$2.11 million on $0 of revenue during the prior year.

As reported by the TCR on April 4, 2011, BDO USA, LLP, in Los
Angeles, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditor
noted that the Company has suffered significant losses from
operations, has a lack of any operating revenue and is subject to
potential liquidation in connection with a recapitalization
agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the then
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.  At a special meeting held on Sept. 18, 2008, the
stockholders of the Company approved amendments to the Company's
certificate of incorporation proposed in order to effect a
recapitalization of the Company pursuant to the terms of the
Recapitalization Agreement.

Under the Recapitalization Agreement, the Company issued
37,940,756 shares of common stock with a fair value of $15.2
million in exchange for 34,717 shares of preferred stock
(representing all outstanding preferred shares) with a carrying
value of $34.7 million and related accrued dividends of
approximately $147,000.  The Company recorded $19.7 million to
retained earnings in September 2008 representing the excess of
carrying value of the preferred stock received over the fair
market value of the common shares issued as such difference
essentially represented a return to the Company.


SINOBIOMED INC: Delays Filing of 1st Quarter Report
---------------------------------------------------
Sinobiomed Inc. said that recent activities have delayed the
preparation and review of its quarterly report on Form 10-Q.  The
Company represents that the Form 10-Q will be filed by no later
than the 5th day following the date on which the Form 10-Q was
due.

                         About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a Chinese developer of genetically
engineered recombinant protein drugs and vaccines.  Based in
Shanghai, Sinobiomed currently has 10 products approved or in
development: three on the market, four in clinical trials and
three in research and development.  The Company's products respond
to a wide range of diseases and conditions, including: malaria,
hepatitis, surgical bleeding, cancer, rheumatoid arthritis,
diabetic ulcers and burns, and blood cell regeneration.

The Company reported a net loss of US$577,531 on US$0 of revenue
for the year ended Dec. 31, 2010, compared with net income of
US$3.63 million on US$0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed US$210,176 in
total assets, US$686,095 in total liabilities and US$475,919 in
total stockholders' deficit.

The Company currently has no operations and no source of income.
The Company intends to seek out opportunities to enter or acquire
new business operations.  The underlying value of the company is
entirely dependent on the ability of the Company to find and
implement a new business opportunity and obtain the necessary
financing to capitalize on such opportunity.

Schumacher & Associates, Inc., in Littleton, Colorado, noted that
the Company has experienced losses since commencement of
operations, and has negative working capital and stockholders'
deficit which raise substantial doubt about its ability to
continue as a going concern.


SOLUTIONS, INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Solutions, Inc.
        611 North Franklin Street
        Tampa, FL 33602

Bankruptcy Case No.: 11-09676

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David S. Jennis, Esq.
                  JENNIS & BOWEN, P.L.
                  400 N. Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

                         - and -

                  Suzy Tate, Esq.
                  JENNIS & BOWEN, PL
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

Scheduled Assets: $1,665,272

Scheduled Debts: $839,931

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-09676.pdf

The petition was signed by Carolyn Wilson, president.


SPHERIX INC: Regains Compliance With NASDAQ Listing Rule
--------------------------------------------------------
Spherix Incorporated has regained compliance with NASDAQ listing
rule 5550(a)(2), which concerns minimum bid price listing
requirements.

As previously announced, Spherix was notified by NASDAQ that its
common stock failed to meet the minimum bid price; thus the
Company was put on notice of a potential de-listing of its stock
if it failed to regain compliance with the rule.   On May 24,
2011, NASDAQ provided confirmation to the Company that the closing
bid price for the prior 10 business days had met the minimum bid
price requirement; thus the Company has regained compliance and
the de-listing matter with NASDAQ has been closed.

                  About Spherix Incorporated

Bethesda, Md.-based Spherix Incorporated (NASDAQ CM: SPEX)
-- http://www.spherix.com/-- was launched in 1967 as a scientific
research company, under the name Biospherics Research.  The
Company now leverages its scientific and technical expertise and
experience through its two subsidiaries -- Biospherics
Incorporated and Spherix Consulting, Inc.  Biospherics is
currently running a Phase 3 clinical trial to study the use of
D-tagatose as a treatment for Type 2 diabetes.  Its Spherix
Consulting subsidiary provides scientific and strategic support
for suppliers, manufacturers, distributors and retailers of
conventional foods, biotechnology-derived foods, medical foods,
infant formulas, food ingredients, dietary supplements, food
contact substances, pharmaceuticals, medical devices, consumer
products, and industrial chemicals and pesticides.


SPJST: A.M. Best 'B' Affirms Financial Strength Rating
------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb" of SPJST (The Society) (Temple, TX).

The revised outlook for SPJST reflects an increase in unassigned
funds, which is attributable to the company's improved profitable
operating performance, as well as an improvement in its investment
portfolio in 2010.  The Society continues to report premium growth
in both of its core individual annuity and ordinary life lines of
business.  Additionally, SPJST enjoys its long-standing fraternal
role of providing financial products and fraternal benefits to its
membership base, which is available to everyone in Texas.

Despite an improvement in the investment portfolio, A.M. Best
remains concerned over SPJST's large exposure to mortgage loans
and equities, its increased level of interest-sensitive fixed
annuities and the underlying spread compression risk and a further
decline in its NAIC risk-based capital ratio.


STERLING ESTATES: Seeks to Employ Bauch & Michaels as Counsel
-------------------------------------------------------------
Sterling Estates (Delaware), LLC, has asked authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Bauch & Michaels, LLC, as its attorneys effective as of
May 1, 2011.

Bauch & Michaels will provide various legal services to the Debtor
In its role as counsel, including, without limitation, the
following:

     a. render legal advice with respect to the powers and duties
        of the Debtor to manage its property as debtor in
        possession;

     b. negotiate, prepare and file documents in connection with
        the confirmation of the ORIX Plan;

     c. take all necessary action to protect and preserve the
        estate of the Debtor, including the prosecution of actions
        on the Debtor's behalf, the defense of any actions
        commenced against the Debtor, negotiations concerning all
        litigation in which the Debtor is or becomes involved,
        and the evaluation and objection to claims filed against
        the estate, and the prosecution of the ORIX Plan to
        confirmation;

     d. prepare, on behalf of the Debtor, all necessary
        applications, motions, answers, orders, reports and papers
        in connection with the administration of the estate
        herein, and appear on behalf of the Debtor at all Court
        hearings in connection with the Debtor's case; and

     e. render legal advice and perform all other legal services
        in connection with the foregoing and in connection with
        this chapter 11 case.

Bauch & Michaels will charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
as in effect on the date services are rendered. The principal
attorneys who will represent the Debtor in their chapter 11 cases
and their standard hourly rates are

     a. Paul M. Bauch: $400 per hour;

     b. Kenneth A. Michaels Jr.: $375 per hour; and

     c. Carolina Y. Sales: $195 per hour.

Paul M. Bauch, Esq., a partner at Bauch & Michaels, LLC, assured
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, dba
Sterling Estates Manufactured Home Community, owns and operates a
manufactured home community, a park consisting of pre-manufactured
homes placed on individual sites or "pads" that are leased out
to customers.  It filed for Chapter 11 bankruptcy protection on
May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).  Eugene Crane,
Esq., at Crane Heyman Simon Welch & Clar, represents the Debtor.
The Company estimated assets at $50 million to $100 million and
debts at $10 million to $50 million.


STRATUS MEDIA: Incurs $1.71 Million First Quarter Net Loss
----------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.71 million for the three months ended March 31,
2011, compared with a net loss of $1.73 million for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$5.44 million in total assets, $6.17 million in total liabilities,
and $722,895 in total shareholders' equity.

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

                        http://is.gd/oIbm6C

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.

The Company reported a net loss of $8.41 million on $40,189 of
revenues for 2010, compared with a net loss of $3.40 million on $0
revenue for 2009.


SUGARHOUSE HSP: S&P Gives 'B-' Rating to $235MM Sr. Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Philadelphia-based
Sugarhouse HSP Gaming Prop. Mezz. L.P.'s (HSP) $235 million senior
secured notes due 2016 its 'B-' issue-level rating (the same as
our 'B-' corporate credit rating on the company). "We also
assigned this debt a recovery rating of '3', indicating our
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default. Sugarhouse HSP Gaming Finance
Corp., a newly formed, wholly owned subsidiary of HSP serves as
co-issuer of the notes," S&P noted.

The company used proceeds from the notes issuance and a portion of
cash on hand to repay the $206 million outstanding balance on its
previously existing term loan as well as the $20 million balance
on its furniture, fixture, and equipment facility. "We withdrew
our existing 'B-' issue-level ratings on the company's senior
secured credit facilities (including a $10 million revolving
credit facility and the aforementioned term loan). The company has
entered into a new senior secured credit facility, which is
unrated, providing for a $10 million revolving line of credit. Our
'B-' corporate credit rating and negative rating outlook are
unchanged," S&P stated.

"The 'B-' corporate credit rating reflects HSP's reliance on a
single property for cash flow generation, the highly competitive
dynamics in the region, and our belief that the company will
likely pursue a future debt-financed expansion at the SugarHouse
Casino despite the limited operating history at the property and
weaker-than-expected slot performance," said Standard & Poor's
credit analyst Ben Bubeck. Additionally, a meaningful portion of
the company's capital structure is comprised of preferred and
senior preferred equity interests, which accrue a substantial
noncash rate of return. "Although the notes indenture restricts
the company's ability to make cash distributions to the equity
holders, we consider the preferred equity to have debt-like
characteristics given that the securities likely represent a
future claim on cash. When included as a component of the
company's debt balance, the noncash accrual on the preferred
equity inhibits the company's ability to deleverage
under our current performance expectations," S&P added.


T3 MOTION: Delays Filing of First Quarter Form 10-Q
---------------------------------------------------
T3 Motion, 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, within the prescribed
time period because the Company has effected a one-for-ten reverse
stock split and needs additional time to complete the quarterly
financial statements based on the split adjusted numbers.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 million
in total assets, $19.25 million in total liabilities, and a
$15.67 million stockholders' deficit.

As reported by the TCR on April 6, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has used substantial amounts of working capital in its
operations since inception, and at Dec. 31, 2010, has a working
capital deficit of $15,057,791 and an accumulated deficit of
$45,120,210.


T3 MOTION: Increases Size of Public Offering to $11.1 Million
-------------------------------------------------------------
T3 Motion, Inc., has priced a public offering of 3,171,429 units
of its securities at $3.50 per unit.  Each unit consists of one
share of its common stock, one Class H Warrant and one Class I
Warrant.  The securities are expected to begin trading on the NYSE
Amex on May 16, 2011.  The offering is expected to close on
May 19, 2011, subject to customary closing conditions.

The offering size was increased reflecting the underwriter's
exercise in part of its overallotment option to purchase an
additional 314,286 units.  T3 Motion anticipates that the net
proceeds of this offering will be used to repay outstanding
indebtedness, the balance of a settlement obligation and for
general working capital purposes, which may include increased
spending of for research and development, sales and marketing and
the hiring of additional personnel.  None of T3 Motion's
management, employees, affiliates, or other stockholders are
selling securities in this offering.  In addition, all insiders
have signed lock-ups and are prohibited from selling their stock
for a period of one year.

Chardan Capital Markets, LLC, acted as the sole underwriter for
this transaction.

A registration statement relating to these securities was declared
effective by, the U.S. Securities and Exchange Commission on
May 13, 2011.

This offering will be made only by means of the prospectus, copies
of which may be obtained from Chardan Capital Markets, Attention:
[Equity Syndicate] at 17 State St., Suite 1600, New York, NY
10004, phone: (646) 465-9025, fax: (646) 465-9091.  The
registration statement may also be accessed through the SEC
website: www.sec.gov

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 million
in total assets, $19.25 million in total liabilities, and a
$15.67 million stockholders' deficit.

As reported by the TCR on April 6, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has used substantial amounts of working capital in its
operations since inception, and at Dec. 31, 2010, has a working
capital deficit of $15,057,791 and an accumulated deficit of
$45,120,210.


TELKONET INC: Incurs $982,478 Net Loss in March 31 Quarter
----------------------------------------------------------
Telkonet Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $982,478 on $2.48 million of total revenue for the three months
ended March 31, 2011, compared with a net loss of $671,866 on
$2.58 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed $15.14
million in total assets, $4.84 million in total liabilities,
$929,588 in redeemable preferred stock, Series, A, $719,157 in
redeemable preferred stock, Series B, and $8.65 million in total
stockholders' equity.

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

                        http://is.gd/OdlyGk

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company reported a net loss attributable to common
stockholders of $1.77 million on $11.26 million of total revenue
for the year ended Dec. 31, 2010, compared with net income
attributable to common stockholders of $1.06 million on $10.52
million of total revenue during the prior year.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.


TELTRONICS INC: Delays Filing of First Quarter Form 10-Q
--------------------------------------------------------
Teltronics, Inc., informed the U.S. Securities and Exchange
Commission that it is unable to file Form 10-Q for the quarter
ended March 31, 2011, within the prescribed time period because
not all of the documents and information necessary to file the
Annual Report of Form 10-K were available, therefore resulting in
a delay of assembling and compiling the Form 10-Q.  The Company
anticipates filing its Annual Report on Form 10-K and the
Quarterly Report on Form 10-Q as soon as the information is
available to complete our Reports.

                       About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.

The Company's balance sheet at Sept. 30, 2010, showed
$10.25 million in total assets, $14.70 million in total current
liabilities, $4.43 million in total long-term liabilities, and a
stockholders' deficit of $8.88 million.


TEXAS STATE: S&P Lowers Long-term Rating on 2002A Bonds to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Texas State Affordable Housing Corp.'s (American Housing
Foundation portfolio) $114 million multifamily housing revenue
bonds series 2002A bonds to 'D' from 'BBB'. At the same time,
Standard & Poor's withdrew its underlying rating (SPUR) on the
bonds.

Standard & Poor's was informed that the bond insurance policy on
this issue was cancelled as of May 12, 2011; therefore, the long-
term rating is now based solely on the performance of the bonds.
According to the trustee, as of May 18, 2011, the bonds were in
default.


TRA TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: TRA Transportation, Inc.
        P.O. Box 449
        Pinckard, AL 36371

Bankruptcy Case No.: 11-10839

Chapter 11 Petition Date: May 20, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  326 North Oates Street
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  E-mail: kc@espymetcalf.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/almb11-10839.pdf

The petition was signed by Tommy R. Andrews, president.


TOWNSENDS INC: Committee Wants Claims Satisfied Thru $15.6MM Fund
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Townsends Inc., now known as TW Liquidation Corp., et
al., asks the U.S. Bankruptcy Court for the District of Delaware
to compel the Debtors to:

   i) immediately make payment of all undisputed, allowed claims;
  ii) immediately make payment of any undisputed portion of
      claims; and
iii) pay the allowed portion of any disputed claims immediately
      upon entry of any order or stipulation resolving the
      disputed claims.

The Committee proposes a hearing on their request on June 17,
2011, at 2:00 p.m. (ET).  Objections, if any are due June 10, at
4:00 p.m.

The Committee relates that the final DIP financing order dated on
Jan. 28, 2011, provided for the creation of a $15.6 million fund
from the disposition of the Debtors' assets to satisfy, to the
extent possible, allowed claims.

The Committee has requested that the Debtors make immediate
payment to holders of the undisputed 503(b)(9) claims, but the
Debtors have refused to do so.

The Committee is represented by:

         LOWENSTEIN SANDLER PC
         Kenneth A. Rosen, Esq.
         Bruce Buechler, Esq.
         Bruce S. Nathan, Esq.
         Timothy R. Wheeler, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

         WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
         Steven K. Kortanek, Esq.
         Thomas M. Horan, Esq.
         222 Delaware Avenue, Suite 1501
         Wilmington, DE 19801
         Tel: (302) 252-4320
         Fax: 302-252-4330

                        About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.  No trustee or
examiner has been appointed in the Debtors' bankruptcy cases.


TRAILER BRIDGE: Moody's Downgrades CFR to Caa2; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Trailer Bridge, Inc.'s
Corporate Family and Probability of Default ratings two notches to
Caa2 from B3. Concurrently, the company's 9.25% senior secured
notes due November 2011 were also downgraded to Caa2 from B3.
Moody's lowered the speculative grade liquidity rating to SGL-4.
The ratings outlook was changed to negative from stable.

These ratings were downgraded:

   -- Corporate family and probability of default, to Caa2 from B3

   -- $82.5 million 9.25% senior secured notes due November 2011,
      Caa2 (LGD-4, 50%) from B3 (LGD-3, 49%)

   -- Speculative grade liquidity, to SGL-4 from SGL-3

RATINGS RATIONALE

The ratings downgrade was prompted by Trailer Bridge's upcoming
maturities comprising the majority of the company's debt structure
over the next twelve months combined with insufficient liquidity
sources to satisfy these obligations absent a refinancing. Total
reported debt at March 31, 2011 stood at $102 million, roughly $85
million is due within the next twelve months, largely attributable
to the $82.5 million 9.25% senior secured notes maturing on
November 15, 2011. Although the primary driver of the downgrade is
the need to refinance within a relatively short timeframe, credit
metrics are also currently in line with a Caa rating and are
expected to be characteristic of a Caa rating for some time.
Debt/EBITDA stood at 12.0 times and EBIT/interest was under 0.5
times for the last twelve months ended March 31, 2011, reflecting
Moody's standard adjustments. These figures include the $6.6
million of dry-docking expenses during the first quarter of 2011
which accounted for a meaningful portion of the $8.0 million
operating loss reported during the quarter. The rating also
incorporates that the company operates in very competitive and
highly cyclical markets. The Caa2 corporate family rating
considers that even if a refinancing is successful, Moody's
believes that the company will likely be operating with elevated
leverage metrics and weak interest coverage metrics over the
intermediate term. A refinancing will likely entail higher
interest costs than the current debt structure.

The negative outlook is primarily based on the necessity to
refinance the capital structure due to impending debt maturities.

The SGL-4 rating reflects a weak liquidity profile. Trailer
Bridge's liquidity profile is characterized by a cash balance of
$3.1 million at March 31, 2011 with $85 million of current debt
maturities. The company's $10 million revolving credit facility
and term loan expire within the next twelve months (April 2012).
As of March 31, 2012, there were no drawings under the revolver
and approximately $5.4 million drawn under the term loan. Both of
the facilities expire on April 2012. Free cash flow is expected to
remain negative over the next twelve months. If the company draws
under the revolver such that availability under the revolver
declines to $3 million, a minimum fixed charge covenant would
apply. An additional component factored into the SGL-4 rating are
that a large portion of Trailer Bridge's property and vessels are
encumbered.

The inability to refinance the company's capital structure could
lead to a further ratings downgrade. The ratings could be upgraded
if the company refinances the capital structure, improves the
liquidity profile and Moody's comes to expect an improvement in
credit metrics.

The principal methodology used in rating Trailer Bridge was the
Global Shipping 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.

Trailer Bridge, Inc., headquartered in Jacksonville, Florida is an
integrated trucking and marine freight carrier that provides
truckload freight transportation primarily between the continental
U.S., Puerto Rico and Dominican Republic. Last twelve months ended
March 31, 2011 revenues were approximately $114 million.


TRANS ENERGY: Delays Form 10-Q as CFO Resigned April
----------------------------------------------------
In April 2011, Trans Energy, Inc., appointed a new Chief Financial
Officer and its Chief Accounting Officer resigned.  Because of the
transition of new personnel, the Company has not completed its
financial statements for the period ended March 31, 2011, nor has
the certifying auditors had the opportunity to review the
financial statements.  Accordingly the Company is unable to
complete and file its Form 10-Q quarterly report by the due date,
but expects that the financial statements and review will be
completed and Form 10-Q finalized in order to file the report
within the prescribed extension period.

                        About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.

The Company's balance sheet at Dec. 31, 2010 showed $40.88 million
in total assets, $23.41 million in total liabilities and $17.47
million in total stockholders' equity.

As reported by the TCR on April 18, 2011, Maloney + Novotny, LLC,
in Cleveland, Ohio, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has generated significant losses
from operations and has a working capital deficit of $19,699,824
at Dec. 31, 2010.


TRANS-LUX CORPORATION: Incurs $1.67-Mil. Net Loss in March Qtr.
---------------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.67 million on $4.91 million of total revenues for the three
months ended march 31, 2011, compared with a net loss of $1.42
million on $5.38 million of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $31.50
million in total assets, $33.03 million in total liabilities and a
$1.53 million total stockholders' deficit.

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

                        http://is.gd/SJ3OOS

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TRANS-LUX CORPORATION: GAMCO Asset Discloses 3.58% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management Inc., and its
affiliates disclosed that they beneficially own 87,500 shares of
common stock of Trans-Lux Corporation representing 3.58% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/x7JbQ5

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company's balance sheet at March 31, 2011, showed $31.50
million in total assets, $33.03 million in total liabilities and a
$1.53 million total stockholders' deficit.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TREY RESOURCES: Delays Filing of Quarterly Report on Form 10-Q
--------------------------------------------------------------
Trey Resources, 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
it was not able to obtain all information prior to filing date and
management could not complete the required financial statements
and Management's Discussion and Analysis of such financial
statements without undue hardship and expense to the Company by
May 16, 2011.

                       About Trey Resources

Livingston, N.J.-based Trey Resources, Inc. operates as a business
consultant, and value-added reseller and developer of financial
accounting software in the United States.

The Company reported a net loss of $568,505 on $7.48 million of
total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.50 million on $7.41 million of total revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.02 million
in total assets, $6.13 million in total liabilities and $5.11
million in total stockholders' deficit.

Friedman LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
Company's financial statements for the year ended Dec. 31, 2010
have been prepared assuming the Company will continue as a going
concern.  The Company has incurred substantial accumulated
deficits and operating losses, and at Dec. 31, 2010, has a working
capital deficiency of approximately $5.1 million.


TRICO MARINE: Judge Clears Chapter 11 Plan for Creditor Vote
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Trico Marine
Services Inc. won a Delaware bankruptcy court's blessing Monday to
begin soliciting votes on its Chapter 11 liquidation plan, under
which most creditors will see only pennies on the dollar for their
claims.

Law360 relates that U.S. Bankruptcy Judge Brendan L. Shannon said
at a hearing that he would sign off on Trico's disclosure
statement after the company works with creditors on some minor
language changes, overruling an objection from aggrieved creditor
Arrowgrass Master Fund Ltd.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


ULURU INC: Posts $1.2 Million Net Loss in March 31 Quarter
----------------------------------------------------------
ULURU Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $1.2 million on $75,171 of revenues for the three
months ended March 31, 2011, compared with a net loss of
$1.3 million on $235,230 of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $8.3 million
in total assets, $1.6 million in total liabilities, and
stockholders' equity of $6.7 million.

As reported in the TCR on April 25, 2011, Lane Gorman Trubitt,
PLLC, in Dallas, Tex., expressed substantial doubt about ULURU'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, negative cash flows
from operating activities and is dependent upon raising additional
funds from strategic transactions, sales of equity, or issuance of
debt.

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

                       http://is.gd/EkKZTu

Addison, Tex.-based ULURU Inc. (NYSE AMEX: ULU)
-- http://www.uluruinc.com/-- is a specialty pharmaceutical
company focused on the development of a portfolio of wound
management and oral care products to provide patients and
consumers improved clinical outcomes through controlled delivery
utilizing its innovative Nanoflex(R) Aggregate technology and
OraDisc(TM) transmucosal delivery system.


UNIVERSAL BIOENERGY: Delays Filing of Quarterly Report
------------------------------------------------------
Universal BioEnergy, Inc., informed the U.S. Securities and
Exchange Commission that it has been unable to complete its Form
10-Q for the quarter ended March 31, 2011, within the prescribed
time because of delays in completing the preparation of its
financial statements and its management discussion and analysis.
Such delays are primarily due to Company's management's dedication
of such management's time to business matters.  This has taken a
significant amount of management's time away from the preparation
of the Form 10-Q and delayed the preparation of the unaudited
financial statements for the quarter ended March 31, 2011.

                     About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.00 million in total assets, $3.35 million in total liabilities,
and a $353,406 stockholders' deficit.

As reported by the TCR on Nov. 26, 2010, S.E.Clark & Company,
P.C., in Tucson, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
net losses for the period from inception (Aug. 13, 2004) to Dec.
31, 2009, of $14.8 million.  Further, the Company has inadequate
working capital to maintain or develop its operations, and is
dependent upon funds from private investors and the support of
certain stockholders.


US AIRWAYS: Fitch Affirms Issuer Default Rating at 'CCC'
--------------------------------------------------------
Fitch Ratings has affirmed these debt ratings of US Airways Group,
Inc. (LCC):

   -- Issuer Default Rating (IDR) at 'CCC';

   -- Senior Secured Term Loan due 2014 at 'B+/RR1';

   -- Senior Unsecured Convertible Notes at 'C/RR6'.

The Rating Outlook for US Airways is Stable. Ratings apply to $1.1
billion of term loan debt and $179 million of outstanding
convertible notes.

Ratings reflect the airline's high lease-adjusted leverage,
relatively weak though improving liquidity position, and volatile
cash flow generation in an industry that remains vulnerable to
fuel price and demand shocks.

The affirmation of LCC's ratings follows another period of
significant turmoil in global energy markets that has driven jet
fuel prices higher and introduced more risk into the airline's
cash flow and liquidity outlook. After a year of solid improvement
in operating performance during 2010, as air travel demand
recovered and industry capacity grew slowly, LCC is facing a more
challenging operating environment this year, with annual fuel
costs forecasted to increase by more than $1 billion versus 2010.

The key issue facing LCC as it seeks to repair its balance sheet
is a more sustainable liquidity position that will allow it to
withstand future revenue and fuel price shocks more effectively
than it did during the 2008-09 downturn. Fitch remains focused on
the carrier's unrestricted cash and investments balance, exceeding
$2.1 billion or 16% of projected 2011 revenues, as the first step
in a long-term effort to de-lever via consistently positive free
cash flow (FCF) in an industry that has shown greater capacity
discipline and pricing power in its more consolidated form.

Factoring in the potential for increasing tightness in world
energy markets and average jet fuel prices that could exceed $3.00
per gallon this year, Fitch expects LCC to remain in a position to
generate positive FCF in 2011. This scenario depends greatly on
the industry's ability to benefit from significantly higher fares
and relatively robust air travel demand through the summer. Based
on year-to-date revenue per available seat mile (RASM) results,
LCC appears likely to deliver full-year unit revenue growth in the
5% to 10% range, a level that would support positive FCF and
relatively stable year-end debt balances in a high fuel cost
scenario.

Cash commitments over upcoming years are manageable, with
scheduled debt maturities of approximately $400 million this year
and $455 million in 2012. The airline's secured term loan ($1.1
billion outstanding) does not mature until 2014. Relatively light
capital spending requirements, assuming some combination of sale-
leaseback financing and debt to fund 12 Airbus A321 deliveries
this year, will also bolster FCF generation.

Unlike 2008, when energy prices ran up quickly in the face of
flagging air travel demand and a weak economy, LCC and the other
large U.S. airlines have been successful in recovering much of the
fuel cost pressure via fare hikes and modest capacity trimming in
the second-half 2011 schedule. LCC's revenue performance has been
generally solid through the first four months of 2011, with first
quarter 2011 (1Q'11) RASM growing by 9% on modest capacity growth,
stronger yields and high but stable load factors. Management
expects this trend to continue through the summer, with seasonally
strong demand and relatively good fare traction helping to boost
RASM at a rate similar to that seen in the first quarter. Should
crude prices fall and remain below $100 per barrel in the second
half of the year, LCC and the entire industry could report solid
gains in earnings and cash flow, supporting improvement in
liquidity and modest de-levering.

LCC has no fuel hedge protection in place, an approach that
generally worked well through 2010 as the higher costs of call
option premiums surpassed gains from hedging in a period of rising
crude oil prices. During 1Q'11, however, the rapid rise in jet
fuel costs eroded LCC's relative fuel cost advantage. Jet fuel
accounted for about one third of total operating expenses in
1Q'11. Based on expected 2011 jet fuel consumption, a 10-cent
change in the price of jet fuel drives approximately $140 million
in annual consolidated operating costs.

A downgrade to 'CC' or below is unlikely absent a more dramatic
and sustained fuel price shock that would push unrestricted
liquidity below $1.5 billion with accompanying tightness in credit
markets. A positive action will not be considered until fuel
prices stabilize and LCC's operating outlook supports consistent
generation of positive FCF and an improvement in cash balances.


VERTICAL COMPUTER: Reports $52,955 Net Income in March 31 Quarter
-----------------------------------------------------------------
Vertical Computer Systems, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $52,955 on $1.6 million of
revenues for the three months ended March 31, 2011, compared with
net income of $4,660 on $1.4 million of revenues for the same
period last year.

The Company has outstanding Series A 4% convertible cumulative
preferred stock that accrues dividends at a rate of 4% on a semi-
annual basis.  The Company also has outstanding Series C 4%
convertible cumulative preferred stock that accrues dividends at a
rate of 4% on a quarterly basis.  The total dividends applicable
to Series A and Series C preferred stock were $147,000 and
$147,000 for the three months ended March 31, 2011, and 2010,
respectively.

The Company had a net loss attributed to common stockholders of
$74,719 and a net loss  of $138,232 for the three months ended
March 31, 2011, and 2010, respectively.

The Company's balance sheet at March 31, 2011, showed $1.4 million
in total assets, $12.8 million in total liabilities, $9.9 million
in Series A, Series B, Series C, and Series D convertible
cumulative preferred stock, and a stockholders' deficit of
$21.3 million.

At March 31, 2011, the Company had negative working capital of
approximately $12.0 million and has defaulted on several of its
debt obligations.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
Vertical Computer Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency.

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

                       http://is.gd/QuVn12

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.


VIASPACE INC: Incurs $767,000 Comprehensive Loss in March Quarter
-----------------------------------------------------------------
Viaspace Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a
comprehensive loss of $767,000 on $582,000 of total revenues for
the three months ended March 31, 2011, compared with a
comprehensive loss of $630,000 on $927,000 of total revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $17.51
million in total assets, $7.32 million in total liabilities and
$10.19 million total equity.

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

                        http://is.gd/TjPjRR

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.


VIEW SYSTEMS: Posts $106,000 Net Loss in First Quarter
------------------------------------------------------
View Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $106,047 on $117,024 of revenues for the
three months ended March 31, 2011, compared with a net loss of
$458,305 on $263,991 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$1.16 million in total assets, $1.43 million in total liabilities,
and a stockholders' deficit of $266,825

As reported in the TCR on March 15, 2011, Robert L. White &
Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt
about View Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company had a net loss of $513,353 for the year
ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787
at Dec. 31, 2010.

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

                       http://is.gd/uRS0x3

Baltimore, Md.-based View Systems, Inc., develops, produces and
markets computer software and hardware systems for security and
surveillance applications.


VYTERIS, INC: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Vyteris, Inc. 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 it is in
the process of working through final review of subsequent events
disclosure with its auditors.

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

The Company reported a net loss of $10.54 million on $117,792 of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $33.94 million on $4.56 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.77 million
in total assets, $18.89 million in total liabilities and a $15.12
million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Amper, Politziner &
Mattia, LLP, in Edison, New Jersey, expressed substantial doubt
about the Company's ability to continue as going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred recurring losses and is
dependent upon obtaining sufficient additional financing to
fund operations and has not been able to meet all of its
obligations as they become due.


WACHOVIA BANK: DBRS Cuts Rating on Class O Notes to 'CC (sf)'
-------------------------------------------------------------
DBRS has downgraded six classes in the Wachovia Bank Commercial
Mortgage Trust, Series 2004-C15 transaction as follows:

--Class H to BB (sf) from BBB (low) (sf)
--Class J to B (sf) from BB (low) (sf)
--Class K to B (low) (sf) from B (high) (sf)
--Class L to CCC (sf) from B (sf)
--Class M to CCC (sf) from B (low) (sf)
--Class O to CC (sf) from CCC (sf)

In addition, DBRS has confirmed Classes A-1 through G and Class N,
including the notional Class X-C and Class X-P. DBRS has also
confirmed the ratings of the rake bonds associated with the non-
pooled 175 West Jackson B-note and the rake bonds associated with
the non-pooled 180 Maiden Lane B-note.  All trends are stable.

The shadow ratings of 175 West Jackson (9.8% of the current pool
balance) and Coastal Grand Mall (7.7% of the current pool balance)
have also been confirmed at BBB (sf) and A (low) (sf),
respectively.

The downgrades are a result of the estimated losses associated
with the loans in special servicing, which are expected to affect
the DBRS rated Class O.  Further, the estimated losses incurred by
the trust, with respect to the specially serviced loans, will
erode the credit enhancement to a number of the lower rated
classes, further prompting the downgrades.

The transaction has seasoned for almost seven years.  In addition
to the seasoning, the transaction benefits from defeasance
collateral, representing 4.25% of the current pool balance.  The
total collateral reduction as of the April 2011 remittance report
is 14.3% and the weighted-average DSCR for the 82 loans remaining
in the pool is reported at 1.60x, as compared with 1.56x at
issuance.

The largest loan in special servicing is Prospectus ID#6, IRS
Building - Fresno (4.12% of the current pool balance), which is
secured by a 180,000 sf office property located in Fresno,
California and fully leased to the IRS through November 2018.
This loan transferred to the special servicer in January 2010 due
to the borrower bankruptcy, however, the borrower has emerged from
bankruptcy and all past due principal and interest from that time
has been brought current.  The loan remains in special servicing
because the borrower failed to post a $4 million letter of credit,
as required by the loan documents, when the loan was not paid in
full at the anticipated repayment date (ARD) in November 2009.
The loan remains current and following the ARD, entered a hyper-
amortization period (through November 2034).  The current loan per
square foot is approximately $250.  Although DBRS considers this
leverage point to be high for this market, the loan benefits from
the long term lease of the IRS through November 2018.


Prospectus ID#20, Penn's Purchase II (1.21% of the current pool
balance) is secured by a factory outlet center in Lahaksa,
Pennsylvania, approximately one hour north of Philadelphia.  This
loan transferred to the special servicer in 2008 for monetary
default and the property has been in receivership since August
2009.  Although the performance has declined since issuance, it is
a positive sign that the property has attracted one new tenant and
renewed the leases of two others in the past 12 months, with
occupancy in the mid-70% range, as of March 2011. Based on the
July 2010 appraised value of $12.2 million, DBRS estimates that
losses associated with this loan would indicate a loss severity in
excess of 30%.

Prospectus ID#24, Omni Hotel - Newport News, Virginia (1.08% of
the current pool balance) is secured by a full-service, 182-key
hotel approximately 15 miles north of Norfolk, Virginia.  The loan
was transferred to the special servicer at the end of 2010 when
the borrower indicated that he would no longer be able to fund the
debt service payments.  The property had struggled with occupancy
issues in the years leading up to the transfer, and DBRS formerly
had this loan on the HotList for that reason.  The loan is now
more than 90-days delinquent and although there is no updated
appraisal, by looking at the June 2010 net cash flow against a
conservative cap rate, DBRS estimates that the loss severity
associated with this loan could approach 40%.

Prospectus ID#42, Suntree Apartments (0.62% of the current pool
balance) is secured by a 216-unit multifamily property located in
Peoria, Arizona and transferred to the special servicer in 2009
because of imminent maturity default and is currently in
receivership.  Based on the November 2010 appraised value of $7.1
million, DBRS estimates that the loss severity associated with
this loan will be in excess of 25%.

The rest of the transaction continues to exhibit stable
performance.  The top ten loans represent more than 45% of the
current pool balance and all of those loans remain current, as of
the April 2011 remittance report.  In addition, based mostly on
2010 financials, the top ten loans reported a weighted-average
DSCR of 1.25x.

As part of its review, DBRS analyzed the top ten loans, the
servicer's watchlist and the four specially serviced loans, which
comprises approximately 71% of the current pool balance.


WASHINGTON MUTUAL: Hedge Funds, Shareholders Strike Deal
--------------------------------------------------------
Washington Mutual, Inc. has reached a tentative settlement
agreement with the Official Committee of Equity Security Interest
Holders.

Under the terms of the tentative agreement, which remains subject
to the parties executing definitive documentation memorializing
the terms thereof, the parties have agreed to:

    * A litigation trust will be established to pursue claims and
causes of action that are property of the Debtors against certain
non-released third parties.  This litigation trust will be funded
by the Company with an initial $5 million cash contribution and
additional contributions, under certain circumstances, in an
amount not to exceed $25 million.  The previously announced
liquidating trust contemplated by the Company's pending plan of
reorganization will be entitled to receive all proceeds realized
by the litigation trust until repaid in full (other than with
respect to the initial $5 million contribution); thereafter, the
beneficiaries of the litigation trust will be the holders of
allowed, subordinated claims, as well as preferred and common
equity holders.

    * Common equity in the reorganized Debtor will be distributed
to holders of allowed, subordinated claims and the Company's
preferred and common equity holders.  In addition, certain holders
of allowed claims, other than those holding allowed claims who
would have previously received common equity in the reorganized
Debtor, have agreed to receive a debt instrument and a preferred
equity instrument having a combined, aggregate net present value
of approximately $160 million.

    * Certain significant creditors will commit to provide a
senior secured credit facility for the reorganized Debtor in an
amount not to exceed $100 million.

    * Upon filing of a plan consistent with these additional
terms, the Equity Committee will stay its appeal of the Bankruptcy
Court's order, dated January 7, 2011, regarding plan confirmation.
Additionally, upon confirmation of such plan, the Equity Committee
will withdraw, with prejudice, such appeal.

WMI said in a statement, "WMI is pleased to have reached this
tentative settlement agreement, which is an important step toward
completing the Chapter 11 process.  WMI looks forward to
distributing over $7 billion to the estate's parties-in-interest
upon confirmation and approval by the Bankruptcy Court."

If the parties are unable to reach a definitive agreement that
incorporates the tentative settlement announced, the Debtors
intend to proceed with the hearing scheduled to begin on June 29,
2011 to seek confirmation of the plan of reorganization currently
pending before the Bankruptcy Court.

                   Hedge Funds Help Broker Deal

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports Mr. Rosen said the settlement was brokered by four hedge
funds Appaloosa Management LP, Centerbridge Partners LP, Owl Creek
Asset Management LP and Aurelius Capital Management LP, which are
facing allegations they engaged in insider trading in the case.

According to DBR, Mr. Rosen said the tentative deal, which was
reached Monday evening, gives shareholders the benefit of a
$30 million litigation trust and equity in the reorganized
Washington Mutual, a company that may be positioned to take
advantage of $5 billion worth of tax breaks.

DBR also reports that Mr. Rosen said the four hedge funds will
offer $100 million worth of financing to the reorganized
Washington Mutual.  The Company will run a fading insurance
operation but could buy other businesses to take advantage of the
tax breaks.  The breaks grow out of the massive losses rung up by
WaMu, a thrift that gorged on subprime home loans before the
housing market collapsed.

Mr. Rosen also said creditors who were promised value in the
reorganized Washington Mutual will still get it in the form of
another type of security.

Mr. Rosen said the Company wants to be out of Chapter 11 by mid-
August.

DBR also reports that Aurelius attorney Kenneth Eckstein, Esq., at
Kramer Levin Naftalis & Frankel LLP, said Tuesday that Aurelius
has not yet signed on to the deal but "will endeavor to try to
achieve a successful resolution" of remaining reservations about
terms of the shareholder settlement.

DRB further relates Fred Hodara, Esq., at Akin Gump Strauss
Hauer & Feld said Tuesday the case delay cost could be closer to
$40 million per month.  He represents the official committee of
unsecured creditors, which joined in the settlement talks as they
neared success.

                  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 Inc. bankruptcy attorney Brian Rosen, Esq., at
Weil, Gotshal & Manges, told the Bankruptcy Court on Tuesday the
Debtor has reached a deal with shareholders over their protests
against the Debtor's $7 billion Chapter 11 exit plan.


WYKA L.L.C.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wyka L.L.C.
        dba Edison Graphics
            Edison Press
        1515 S. Mount Prospect Road
        Des Plaines, IL 60018

Bankruptcy Case No.: 11-21374

Chapter 11 Petition Date: May 19, 2011

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Richard N. Golding, Esq.
                  THE GOLDING LAW OFFICES, P.C.
                  The Boyce Building
                  500 North Dearborn Street, Second Floor
                  Chicago, IL 60654
                  Tel: (312) 832-7885
                  Fax: (312) 755-5720
                  E-mail: rgolding@goldinglaw.net

Scheduled Assets: $1,076,911

Scheduled Debts: $3,833,714

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-21374.pdf

The petition was signed by Larae J. Breitenstein, president.


YRC WORLDWIDE: Executes $400MM ABL Facility with Morgan Stanley
---------------------------------------------------------------
YRC Worldwide Inc. has entered into definitive agreements with key
stakeholders providing for their support of a comprehensive
restructuring plan.  The company reported that more than 95
percent of the senior secured lenders have now approved the
restructuring documentation, as have 100 percent of the company's
multi-employer pension funds, along with the International
Brotherhood of Teamsters, and 100 percent of the lenders under the
company's asset-backed securitization facility, in each case
subject to the terms and conditions contained in the agreements.

In connection with the Restructuring, the Company executed a
commitment letter with Morgan Stanley Senior Funding, Inc.,
relating to an up to $400.0 million asset-based revolving credit
facility, the proceeds of which will be used to refinance the
Company's current asset-backed securitization facility, to provide
working capital and for other general corporate purposes.  A full-
text copy of the Commitment Letter is available for free at:

                        http://is.gd/uD5W2e

Pursuant to the Commitment Letter, Morgan Stanley committed to
provide $50.0 million of the principal amount of the ABL Facility
and agreed to use best efforts to syndicate the remainder of the
ABL Facility, in each case subject to satisfaction of certain
conditions precedent.  The Company is working with Morgan Stanley,
as lead arranger, to obtain commitments for the remainder of the
ABL Facility.

The ABL Facility is expected to be provided on these terms:

   * YRC Inc., USF Holland Inc. and USF Reddaway Inc., each a
     subsidiary of the Company, will be the borrowers under the
     ABL Facility and the Company will provide an unsecured
     guaranty of the ABL Facility;

   * the ABL Facility will include a $165.0 million letter of
     credit sub-facility;

   * amounts available under the ABL Facility are subject to a
     borrowing base equal to 85% of eligible accounts receivable
     of the borrowers less reasonable reserves, as established by
     Morgan Stanley, as collateral agent, in its permitted
     discretion;

   * the ABL Facility will mature three years after the closing
     date;

   * interest on outstanding borrowings is payable at a rate per
     annum equal to the LIBOR Rate or the Base Rate, at the
     Borrower's option, plus an applicable margin, which varies
    (from 2.00% to 2.75% for Base Rate loans and 3.00% to 3.75%
     for LIBOR Rate loans) based on the monthly average excess
     availability; interest is payable in arrears at the end of
     every month with respect to Base Rate loans and on the last
     day of selected interest periods for LIBOR Rate loans (unless
     such selected interest periods are greater than three months
     in duration, in which case interest shall be payable every
     three months);

   * letters of credit issued under the ABL Facility will be
     subject to a 0.25% fronting fee and a fee ranging from 3.00%
     to 3.75% per annum, based on monthly average excess
     availability, times the average daily maximum aggregate
     amount available to be drawn under all letters of credit;

   * during the continuance of an event of default, at the
     election of the Administrative Agent or at the direction of
     the required lenders, the interest rate on outstanding
     obligations and letter of credit fees will be increased by
     2.00% per annum above the rate otherwise applicable;

   * a per annum commitment fee (ranging from 0.625% to 0.375% per
     annum based on monthly average excess availability), payable
     on the average daily unused portion of the available amounts
     under the ABL Facility is payable monthly in arrears;

   * the borrowers may repay all or part of the ABL Facility
     without premium or penalty;

   * the ABL Facility will be secured by valid and perfected first
     priority security interests in and liens (subject to
     permitted liens) upon all accounts receivable (and the
     related rights) of the borrowers, together with deposit
     accounts into which the proceeds from such accounts
     receivable are remitted; the deposit accounts will be subject
     to springing control agreements; in the event excess
     availability falls below $50.0 million for four consecutive
     days or upon the occurrence of any event of default to be
     mutually agreed, all proceeds from the controlled deposit
     accounts will be swept to the collateral agent and applied to
     the obligations under the ABL Revolver (without a
     corresponding commitment reduction) or to provide cash
     collateral for the letters of credit until such time as
     excess availability exceeds $50.0 million for 30 consecutive
     days;

   * certain trucks, other vehicles, rolling stock, terminals,
     depots or other storage facilities, in each case, whether
     leased or owned, will be subject to a standstill period in
     favor of the collateral agent, the administrative agent and
     the other secured parties under the ABL Facility for a period
     of 10 days with respect to the exercise of rights and
     remedies by the secured parties with respect to those assets
     under the Company's other material debt agreements;

   * certain customary affirmative covenants (subject to certain
     exceptions, qualifications and materiality thresholds);

   * certain customary negative covenants (subject to certain
     exceptions, qualifications and materiality thresholds),
     including, without limitation, limitations with respect to
     voluntary prepayments and modifications of subordinated and
     certain other material debt instruments, provided that
     voluntary prepayments on such indebtedness will be permitted
     to the extent that pro forma excess availability after giving
     effect to any such prepayment is at least $150.0 million and
     certain other conditions must be satisfied to be mutually
     agreed;

   * a $35.0 million minimum excess availability covenant that the
     borrowers must maintain at all times;

   * subject to certain exceptions and materiality qualifiers and
     grace periods, customary events of default; and

   * the ability to increase the revolving line of credit
     commitments by up to $100.0 million conditioned on, among
     other things, obtaining such additional commitments.

The obligation of Morgan Stanley to honor its commitment under the
Commitment Letter is subject to satisfaction (or waiver) of a
number of conditions, including, without limitation:

   * execution and delivery of definitive loan documentation
     reasonably acceptable to Morgan Stanley and the Company;

   * Morgan Stanley receiving commitments from the lenders (other
     than Morgan Stanley) in an aggregate amount of not less than
     $250.0 million, unless otherwise agreed in writing by Morgan
     Stanley;

   * the absence of a material adverse effect on the business,
     financial condition, operations, performance or properties of
     the Company and its subsidiaries, taken as a whole, after
     giving effect to the Restructuring;

   * a take-down collateral audit with results reasonably
     satisfactory to Morgan Stanley;

   * consummation of the Restructuring, including, without
     limitation, receipt by the Company of at least $100.0 million
     of proceeds in cash from the issuance of the new money
     convertible secured notes, which proceeds will be used to
     repay the ABL Facility;

   * Morgan Stanley receiving a customary solvency certificate,
     customary insurance deliverables, financial statement
     deliverables (which, to the extent not already delivered,
     must be satisfactory to Morgan Stanley), lien search
     deliverables and fees and expenses payable at closing;

   * none of the loan parties will have received any notice from
     any federal, state or local governmental authority asserting
     any lien in connection with the underfunding of any
     multiemployer pension plan;

   * the Consolidated EBITDA (as such term is defined in Annex I
     to the Commitment Letter) of the Company and its subsidiaries
     for the twelve month period ending as of May 31, 2011 shall
     be at least $125.0 million;

   * if the Closing Date shall occur after the 10th business day
     of July 2011, Consolidated EBITDA of the Company and its
     subsidiaries for the twelve month period ending (i) as of
     May 31, 2011 and (ii) as of June 30, 2011, utilizing
     preliminary results for June 2011, shall also be at least
     $125.0 million;

   * on the closing date (after giving effect to the
     Restructuring) no more than (a) $50.0 million (plus existing
     letters of credit in an amount to be agreed upon), plus (b)
     other amounts as may be mutually agreed, shall be drawn under
     the ABL Facility;

   * excess availability under the ABL Facility, after giving
     effect to the loans to be made and any letters of credit to
     be issued under the ABL Facility on the closing date and all
     other transactions in connection with the Restructuring, and
     without any material deterioration in accounts payable on a
     vendor basis based on customary historical levels of vendor
     days payable outstanding, is at least $200.0 million;

   * receipt of projections demonstrating that excess availability
     under the ABL Facility during the twelve month period
     following the closing date will not at any time be less than
     $130.0 million;

   * the borrowers shall have used, if requested by Morgan
     Stanley, commercially reasonable efforts to obtain a
     corporate credit and family ratings of the borrowers after
     giving effect to the Restructuring and public credit ratings
     for the ABL Facility;

   * there will be no competing issues of debt securities or
     commercial bank or other debt facilities, mezzanine
     financing, securitizations (other than ordinary course
     indebtedness and the financings in connection with the
     Restructuring) by the Company or any of its subsidiaries
     being offered, placed or arranged by a financial institution
     retained by the Company or any of its subsidiaries, which
     would have a materially adverse impact on a successful
     syndication of the ABL Facility, without the prior written
     consent of Morgan Stanley; and

   * the completeness and accuracy in all material respects, when
     taken as a whole and as supplemented and updated, of the
     information delivered by the Company and its subsidiaries to
     Morgan Stanley (other than (a) projections, estimates,
     budgets and other forward-looking information, which
     projections, estimates, budgets and other forward looking
     information shall be prepared in good faith and based upon
     assumptions believed by the Company to be reasonable at the
     time of preparation and (b) general economic and industry
     information).

The commitment and other obligations of Morgan Stanley will
automatically terminate unless Morgan Stanley, in its discretion,
agrees to an extension in writing, upon the earliest to occur of
(i) execution and delivery of definitive loan documentation and
the consummation of the Restructuring; (ii) July 22, 2011, if the
definitive loan documentation shall not have been executed and
delivered; (iii) the date of abandonment of the Restructuring; and
(iv) a failure of a condition set above that cannot be satisfied.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed $2.62
billion in total assets, $2.91 billion in total liabilities, and a
$287.64 million total shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

As reported by the TCR on March 22, 2011, Moody's Investors
Service has lowered the Corporate Family Rating of YRC Worldwide,
Inc to Ca from Caa3.  The rating outlook is negative.  The rating
has been downgraded in response to the company's recent disclosure
of a "Milestone Failure" relating to requirements under its
amended credit agreement.  Moody's believes that this development
increases the risk in YRC's efforts to conclude critical
refinancing that is instrumental to its ability to avoid
bankruptcy.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: Proposes Fin. Restructuring to Improve Liquidity
---------------------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the offer
to exchange Credit Agreement Claims for 3,717,948 Shares of Series
B Convertible Preferred Stock, $140.0 million in aggregate
principal amount of 10% Series A Convertible Senior Secured Notes
due 2015 and rights to purchase $100.0 million in aggregate
principal amount of 10% Series B Convertible Senior Secured Notes
due 2015 and issuance of 1,282,051 Shares of Series B Convertible
Preferred Stock to an Employee Stock Trust or Tax Qualified Plan.

The Company is proposing a financial restructuring that is
intended to improve its balance sheet and the liquidity available
to the Company to operate its business.  The Company has
substantial debt and, as a result, significant debt service
obligations.   The Company has been deferring payment of interest
and fees to its lenders under its existing credit agreement since
October 2009, interest and facility fees to purchasers of the
Company's accounts receivable pursuant to the Company's asset-
backed securitization facility, interest and principal to certain
multi-employer pension funds under the Company's contribution
deferral agreement, and the Company has been receiving the benefit
of wage reductions and other concessions under modified national
labor and other agreements with the Company's employees.  If the
Company does not complete the financial restructuring, it is very
unlikely the Company will be able to generate cash sufficient to
pay the principal of, interest on and other amounts due in respect
of the Company's indebtedness and other obligations when due and
the Company would likely need to seek protection under the U.S.
Bankruptcy Code.  If the Company commences such a bankruptcy
filing, the Company expects that holders of credit agreement
claims may receive consideration that is substantially less than
what is being offered under the restructuring and may receive
little or no consideration for their credit agreement claims.

The Company is proposing to effect the financial restructuring
through the restructuring plan.  The Company refers to claims
under the Company's existing credit agreement (i) with respect to
outstanding letters of credit issued under the revolving credit
facility, (ii) with respect to the outstanding principal amount of
term loans, (iii) with respect to the outstanding principal amount
of loans issued under the revolving credit facility and (iv) with
respect to deferred interest and fees due and outstanding,
collectively, as "credit agreement claims."  The restructuring
plan consists of these related transactions (among others):

   * the refinancing of credit agreement claims, pursuant to which
     the Company will (i) exchange, for credit agreement claims, a
     combination of (A) approximately 3,717,948 shares of the
     Company's new Series B Convertible Preferred Stock, par value
     $1.00, which new preferred stock will, immediately following
     consummation of the Charter Amendment Merger, automatically
     convert into shares of common stock, par value $0.01 per
     share, of YRC Worldwide Inc. equal to approximately 72.5% of
     the common stock outstanding immediately following the
     consummation of the Charter Amendment Merger, subject to
     dilution as set forth herein, to be allocated among all
     holders of credit agreement claims on a pro rata basis, and
    (B) $140.0 million in aggregate principal amount of the
     Company's new 10% Series A Convertible Senior Secured Notes
     due 2015, to be allocated among all holders of all non- LC
     credit agreement claims on a pro rata basis, (ii) amend and
     restate the Company's existing credit agreement to provide
     for, among other things, (x) the conversion of credit
     agreement claims into a term loan in the amount of the
     aggregate principal amount of the non-LC credit agreement
     claims less $305.0 million as of the closing of the exchange
     offer, to be initially held by all holders of non-LC credit
     agreement claims on a pro rata basis and (y) an amended
     letter of credit facility for all LC claims outstanding as of
     the closing of the exchange offer, and (iii) issue
     subscription rights to all eligible holders of credit
     agreement claims to purchase for cash on a pro rata basis
    (subject to oversubscription rights) up to $100.0 million in
     aggregate principal amount of the Company's new 10% Series B
     Convertible Senior Secured Notes due 2015;

   * the ABL financing, pursuant to which the Company will enter
     into an agreement for a new asset-based loan facility with
     initial aggregate commitments of not less than $350.0 million
     and minimum excess availability on the closing of the
     exchange offer of not less than $80.0 million (net of
     refinancing of the ABS facility and any reserves), the
     proceeds of which will be used, in part, to refinance our
     current asset-backed securitization facility;

   * an amendment and restatement of the contribution deferral
     agreement the Company has with certain multi-employer pension
     funds;

   * the issuance of approximately 1,282,051 shares of the
     Company's new preferred stock to (A) a new International
     Brotherhood of Teamsters employee stock trust or (B) a
     deferred tax qualified plan, and entry into a new stock plan
     with respect to such stock for IBT employees;

   * the amendment of the note securing the Company's deferred
     multi-employer pension contributions to (i) extend the
     maturity until March 31, 2015, (ii) defer any accrued
     interest and fees until maturity, (iii) provide for contract
     rate cash interest payments and (iv) eliminate any mandatory
     amortization payments; and

   * the restructuring of the Company's board of directors to
     consist of six members initially nominated by the
     administrative agent under the Company's existing credit
     agreement and the steering committee of an informal group of
     unaffiliated Lenders and Participants, two members nominated
     by the IBT and one member that will be the chief executive
     officer-director.  A new chief executive officer and chief
     financial officer will begin employment at the Company
     following the close of the exchange offer.  A single share of
     the Company's new Series A Voting Preferred Stock, par value
     $1.00 per share, will be issued to the IBT to confer board
     representation.

In connection with and as an integral part of the exchange offer
for credit agreement claims, holders of credit agreement claims
who participate in the exchange offer will receive as part of
their exchange consideration the right to subscribe to purchase an
aggregate of $100.0 million in principal amount of the Company's
Series B Notes at an offering price of 100.0%.  Holders of credit
agreement claims may elect to subscribe to purchase up to the
amount equal to their pro rata portion of the principal amount of
credit agreement claims.  In addition, such electing holders may
subscribe to purchase additional Series B Notes in excess of their
pro rata portion to the extent that other holders of credit
agreement claims do not subscribe to purchase their respective pro
rata portions.  The amount of Series B Notes that an electing
holder subscribes to purchase is its "subscription amount."  Each
electing holder's subscription amount will be adjusted pro rata
based on the amount of its credit agreement claims to the extent
of any oversubscription for the Series B Notes, and the Company
will refund the amount of any oversubscription to each electing
holder after giving effect to any such adjustments.

The closing of the exchange offer is conditioned, among other
things, on the satisfaction or waiver of a minimum exchange
condition, which requires that 100% of the credit agreement claims
are validly submitted for exchange and not withdrawn in the
exchange offer, the purchase and sale to holders of credit
agreement claims of $100.0 million in aggregate principal amount
of the Series B Notes in connection with the subscription rights,
and other significant conditions.

Subject to applicable law and the terms of the lender support
agreement and the Teamsters National Freight Industry Negotiating
Committee support agreement, the Company reserves the right to
amend or modify the exchange offer at any time if the Company's
board of directors determines doing so would be in the Company's
best interests.

On April 29, 2011, the Company entered into a support agreement
with certain lenders holding credit agreement claims pursuant to
which such participating lenders have agreed, among other things,
to support the restructuring by submitting their credit agreement
claims for exchange in the exchange offer, subject to certain
conditions set forth in the lender support agreement and provided
that no "support termination event" occurs.  The participating
lenders hold approximately 96% of the principal amount of
outstanding credit agreement claims.  Also on April 29, 2011, the
Company entered into a support agreement with TNFINC pursuant to
which TNFINC has agreed, among other things, to the terms of the
restructuring and to support the restructuring.

The Company's common stock is listed on the NASDAQ Global Select
Market under the symbol "YRCW."  There is no market for the
Company's new preferred stock, and the Company does not intend to
list the new preferred stock, the Series A Notes or the Series B
Notes on NASDAQ or any national or regional securities exchange.

A full-text copy of the Form S-1 registration statement is
available for free at http://is.gd/P9UrUI

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed $2.62
billion in total assets, $2.91 billion in total liabilities, and a
$287.64 million total shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

As reported by the TCR on March 22, 2011, Moody's Investors
Service has lowered the Corporate Family Rating of YRC Worldwide,
Inc to Ca from Caa3.  The rating outlook is negative.  The rating
has been downgraded in response to the company's recent disclosure
of a "Milestone Failure" relating to requirements under its
amended credit agreement.  Moody's believes that this development
increases the risk in YRC's efforts to conclude critical
refinancing that is instrumental to its ability to avoid
bankruptcy.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: Has Deal With Creditors to Provide Equity Share
--------------------------------------------------------------
The City Wire reports that, in early March, YRC reached an
agreement with its creditors and the International Brotherhood of
Teamsters that essentially provide the lenders with equity share
and convertible debt provisions that place regular shareholders at
the back of the line in the event of a bankruptcy.  Shares of YRC
have fallen from a post Oct. 1, 2010 stock split price of $5.39 to
below $1.

YRC officials said that the stock likely will be delisted when it
follows through with the equity exchange offer as part of its
restructuring deal.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

As reported by the TCR on March 22, 2011, Moody's Investors
Service has lowered the Corporate Family Rating of YRC Worldwide,
Inc to Ca from Caa3.  The rating outlook is negative.  The rating
has been downgraded in response to the company's recent disclosure
of a "Milestone Failure" relating to requirements under its
amended credit agreement.  Moody's believes that this development
increases the risk in YRC's efforts to conclude critical
refinancing that is instrumental to its ability to avoid
bankruptcy.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* ABI Poll: Debt Buyers Expect Same Recovery as Original Claimants
------------------------------------------------------------------
An overwhelming majority of respondents -- 74% -- in a recent ABI
Quick Poll believe that a party who bought claims for pennies on
the dollar should have the same chance at potential recoveries in
bankruptcy as the original claimants.  63% "strongly disagreed"
and 11% "disagreed somewhat" that a party who bought claims for
pennies on the dollar should receive less in bankruptcy than the
original claimants would have gotten.

Though it is a speculative activity, parties purchasing bankruptcy
claims have the potential to recover more than their initial
investment as a company is wound down.  Creditors also have the
ability to cash out their claims quickly at a set price.
Purchasing and trading bankruptcy claims in large corporate
bankruptcies continues to grow.

For example, SecondMarket Holdings Inc. reported that bankruptcy
claims against Lehman Brothers Holdings Inc. saw 380 claims traded
in April for a combined face value of $1.8 billion. Nearly $42
billion of Lehman claims have traded since the firm filed for
chapter 11 protection, according to SecondMarket.

21% of respondents thought that a party who bought claims for
pennies on the dollar should receive less in bankruptcy than the
original claimants would have gotten.  2% did not know or had no
opinion on the poll question.

ABI's Quick Poll is posted on ABI's home page,
http://www.abiworld.org/ ABI members and the public are invited
to respond to a question on a timely bankruptcy or insolvency
issue.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

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.


                  *** End of Transmission ***