TCR_Public/110526.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 26, 2011, Vol. 15, No. 144

                            Headlines

20 BAYARD: Taps Caller & Lebovitz for Condo Offering Plan
20 BAYARD: Hikes Interest Rate for WFF to Address Cramdown Issue
3900 BISCAYNE: Sec. 341 Creditors' Meeting Set for June 21
3900 BISCAYNE: BB&T Wants Case Dismissed Over Bad Faith Filing
9401 SOUTHWEST: Court Dismisses Chapter 11 Case

ACCREDITED HOME: Wins Nod of Possible 100% Chapter 11 Plan
AMBAC FINANCIAL: Fights $116-Million NYC Tax Bill
AMEREN GENCO: Fitch Downgrades Issuer Default Rating to 'BB+'
ANGARAKA LIMITED: Dismissal Hearing Continued Until June 16
ANGARAKA LIMITED: Chapter 11 Plan Hearing Also Set for June 16

ARADIGM CORP: Posts $2.4 Million Net Loss in First Quarter
ASPIRE INTERNATIONAL: Delays Filing of 1st Quarter Form 10-Q
AXION INTERNATIONAL: CEO Contract Amended to Hike Salary
AXION INTERNATIONAL: Incurs $1.9-Mil. First Quarter Net Loss
BALLY TECHNOLOGIES: S&P Withdraws 'BB+' Corporate Credit Rating

BANNING LEWIS: Owners Get Nod to Proceed with Sale
BARZEL INDUSTRIES: Files Joint Plan of Liquidation
BASS PRO: S&P Assigns 'BB-' Rating to $825-Mil. Term Loan B
BEAZER HOMES: S&P Affirms 'B-' Corporate Credit Rating
BELLS CROSSING: Sec. 341 Creditors' Meeting Set for June 20

BERNARD L. MADOFF: Objection Denied to $7.2-Bil. Picower Deal
BERNARD L. MADOFF: Dist. Judge to Rule on Standing to Sue JPM
BIOJECT MEDICAL: Registers 500,000 Shares Under 401(k) Plan
BIOLASE TECHNOLOGY:  Buena Vista Ceases to Hold 5% Equity Stake
BOOMERANG SYSTEMS: Incurs $5.87-Mil. Net Loss in March 31 Qtr.

BORDERS GROUP: UBS to Dispose Of 75,000 Shares of Stock
BORDERS GROUP: Wants Plan Filing Exclusivity Until Oct. 14
BORDERS GROUP: Proposes to Reject Seattle's Best Licensing Pact
BORDERS GROUP: Proposes to Reject 100 Executory Contracts
BPP TEXAS: Disclosure Statement Hearing Set for July 11

BRIARWOOD CAPITAL: Ch. 11 Trustee to Sell Stake in HCC and Lennar
BRIGHAM EXPLORATION: To Sell $300MM of 6 7/8% Sr. Notes Due 2019
CAESARS ENTERTAINMENT: Wins Consents to Amend Credit Facilities
CAPSALUS CORP: Delays Filing of First Quarter Financials
CATHOLIC CHURCH: Wilmington Plan Disclosures Get Approval

CATHOLIC CHURCH: Wilmington Removal Period Extended to July 25
CATHOLIC CHURCH: Milwaukee Proposes Bar Dates for Filing Claims
CATHOLIC CHURCH: Milw. Plan Filing Exclusivity Extended to Nov. 1
CC MEDIA: 12 Directors Elected at Annual Meeting of Stockholders
CELL THERAPEUTICS: Implements 1-for-6 Reverse Stock Split

CEMTREX, INC: Reports $240,900 Net Income in March 31 Quarter
CENTRAL TEXAS: Moody's Assigns Ba1 Rating to 2011 Revenue Bonds
CENTURA LAND: Seeks to Hire Quilling as General Cousel
CHINA TEL GROUP: Incurs $8.34-Mil. First Quarter Net Loss
CITRUS MEMORIAL: Fitch Downgrades Ratings on Bonds to 'BB+'

CLEARWIRE CORP: To Transfer Management of 4G Network to Ericsson
COATES INTERNATIONAL: Incurs $543,300 First Quarter Net Loss
COMCAM INTERNATIONAL: Incurs $554,000 Net Loss in First Quarter
COMCAM INTERNATIONAL: Board OKs Restated Pact with Shareholders
COMPLIANCE SYSTEMS: Incurs $143,000 Net Loss in First Quarter

CORROZI-FOUNTAINVIEW: Wants to Sell Condo Units to Pay DIP Loan
CORUS BANKSHARES: Creditors Object to Third Exclusivity Extension
COSTA DORADA: Taps Lugo Mender as Bankruptcy Counsel
COSTA DORADA: Sec. 341 Creditors' Meeting on June 17
CONVERSION SERVICES: Inks New Employment Agreement with CEO

CRYSTAL CATHEDRAL: Taps Lutzker & Lutzker as IP Counsel
CRYSTALLEX INT'L: To Hold Shareholders Meeting on June 22
CYTOCORE, INC: Incurs $498,000 Net Loss in First Quarter
DAIS ANALYTIC: Incurs $3.28-Mil. First Quarter Net Loss
DBSD N.A.: Full-Payment Plan Set for June 30 Confirmation

DEEP DOWN: Incurs $1.76-Mil. First Quarter Net Loss
DIGITILITI, INC: Incurs $909,700 First Quarter Net Loss
DOT VN: Registrations of Vietnamese IDNs Exceed 150,000
DOYLE HEATON: Court Grants Bid for Atty. Fees in Bank Suit
DREIER LLP: Victim Can't Shirk Forged $6M Hedge Fund Deal

DREIER LLP: Client Not Bound by Accord When Atty. Forges Signature
DRYSHIPS INC: Reports $32 Million Net Income in First Quarter
DUTCH GOLD: Incurs $1.18-Mil. First Quarter Net Loss
ELZA CONSTRUCTION: Chrysler Fin'l Loses Bid to Retrieve Vehicle
ELZA CONSTRUCTION: Taps Maxie Higgason as Bankruptcy Counsel

ELZA CONSTRUCTION: Sec. 341 Creditors' Meeting on June 15
ENERTECK CORP: Incurs $375,000 Net Loss in First Quarter
ENIVA USA: Gets Final OK to Use Home Federal's Cash Collateral
ENVIRONMENTAL INFRASTRUCTURE: Incurs $384,000 1st Qtr. Net Loss
FAIRFIELD SENTRY: Sec. 108 Automatically Applicable in Chapter 15

FAITH CHRISTIAN: Case Summary & 10 Largest Unsecured Creditors
FUSION TELECOMMUNICATIONS: Borrows $55,000 from Marvin Rosen
FUSION TELECOMMUNICATIONS: Incurs $1.22-Mil. 1st Qtr. Net Loss
GENERAL MOTORS: Fitch Expects to Rate Unsecured Debt at 'BB-'
GLOBAL DIVERSIFIED: Majority of Holders OKs Reverse Stock Split

GORDON PROPERTIES: Bankr. Court Can Order Annual Meeting
GRAHAM PACKAGING: GAIP Swaps Holding Units for Company Shares
GRAPHIC PACKAGING: Fitch Affirms 'B' Issuer Default Rating
GREAT ATLANTIC: Can Hire PwC as Independent Auditor, Tax Advisor
GREAT ATLANTIC: Fails to Sell 13 of 25 Stores Up for Auction

GRUBB & ELLIS: Receives Listing Standards Notice From NYSE
GSC GROUP: Ch.11 Trustee Opposes Minority Lenders' Plan
GUIDED THERAPEUTICS: Incurs $726,000 Net Loss in First Quarter
HARRY & DAVID: Says Plan Depends on Pension Plan Termination
HIGHVIEW POINT: Proposes Former District Judge as CRO

HMONG AMERICAN: NCUA Places Credit Union in Liquidation
HOLLY CORP: S&P to Raise CCR to 'BB+' Upon Merger Completion
HOLYOKE HOSPITAL: Moody's Downgrades Bond Rating to 'Ba3'
IL FORNAIO: S&P Assigns Preliminary 'B+' Rating
IMPLANT SCIENCES: Incurs $641,000 Net Loss in March 31 Quarter

INNKEEPERS USA: Midland Preempts Reorganization Plan Dispute
INNOLOG HOLDINGS: Incurs $5.79 Million Net Loss in 2010
INTERNATIONAL GARDEN: Gardens Alive Approved to Buy Business
IRVINE SENSORS: Incurs $7.55-Mil. Net Loss in April 3 Quarter
IRVINE SENSORS: Registers 46.5-Mil. Shares for Incentive Plan

JACKSON HEWITT: Bayside Capital to Become Majority Owner
JACKSON HEWITT: Case Summary & 30 Largest Unsecured Creditors
KENTUCKY ENERGY: Incurs $3.52 Million Net Loss in First Quarter
LENOX 126: Taps Backenroth Frankel as Bankruptcy Counsel
LENOX 126: Initial Case Conference Set for June 20

LAKOTA CANYON: Wants to Use Rent to Fund Biz, Chapter 11 Costs
LAKOTA CANYON: Judge Wants Plan by Aug. 11; Status Hearing Set
LAKOTA CANYON: Sec. 341 Creditors' Meeting Set for June 23
LAKOTA CANYON: Wants Receiver to Turn Over Documents
LAX ROYAL: Asks to Continue Using Cash Collateral

LEHMAN BROTHERS: SunCal Closes Purchase 3 of Developments
LEHMAN BROTHERS: Asks N.Y. Court to Stay SunCal Claim Challenge
LEVELLAND/HOCKLEY: Proposes Bock & Garden as Counsel
LEVELLAND/HOCKLEY: Files Schedules of Assets & Liabilities
LIFECARE HOLDINGS: S&P Affirms 'CCC-' Corporate Credit Rating

MBS MANAGEMENT: Dist. Ct. Affirms MXEnergy Forward Contract Ruling
MEDICAL ALARM: Delays Filing of Form 10-Q for March 31 Quarter
MICHAELS STORES: Michael Chae Resigns from Board of Directors
MITCHELL FEEDS: N. Dakota Regulator Wants Firm Declared Insolvent
MMRGLOBAL, INC: Incurs $1.73 Million Net Loss in First Quarter

MONEYGRAM INT'L: Shareholders Approve Recapitalization Agreement
MORTGAGEBROKERS.COM: Incurs $188,310 First Quarter Net Loss
MP-TECH AMERICA: Gets Final OK to Obtain $1.8 Million DIP Loan
MUZLINK LLC: Bankruptcy Bars 21st Century From Amending Complaint
MXENERGY HOLDINGS: Inks Merger Agreement with Constellation

NAKNEK ELECTRIC: Wants Continued Cash Access to Operate Business
NAKNEK ELECTRIC: Wants DIP Loan OK'd to Purchase 2011-2012 Fuel
NAKNEK ELECTRIC: Taps Alan H. Meyers to Handle Air System Suit
NATIONAL CENTURY: Court Enters Summary Judgement vs. Credit Suisse
NATIONAL CENTURY: Exec. Convicted of Fraud Insists on Innocence

NATIONAL ENVELOPE: Taps Justis Law Firm for Linde Litigation
NCO GROUP: Acquires Protocol Global Solutions
NET TALK.COM: CEO's Annual Salary Set at $199,000
NEW STREAM: Court Approves Zolfo Cooper as Committee's Accountants
NEW STREAM: Court Approves Montgomery as Committee's Co-Counsel

NEW STREAM: Court Approves NewOak as Committee's Consultant
NORTEL NETWORKS: Genband Seeks to Recover $27-Mil. From Sale
NORTHGATE CROSSING: To File Plan in 60-90 Days; Seeks Bar Date
NORTHGATE CROSSING: Taps Winthrop Couchot as Bankruptcy Counsel
NUMOBILE INC: Incurs $750,731 Net Loss in March 31 Quarter

NURSERYMEN'S EXCHANGE: Case Summary & Creditors List
OLENDER MATTRESS: Closes Business After 109 Years
OPUS WEST: Parent Settles Lawsuit With Unit; Pays $45 Million
PALMDALE HILLS: Lehman Asks N.Y. Court to Stay Claim Challenge
PALMDALE HILLS: SunCal Closes Purchase 3 of Developments

PATIENT SAFETY: Incurs $628,542 Net Loss in March 31 Quarter
PAULA BRUCE: Court Rejects Corvus' "Excusable Neglect" Argument
PETROLEUM & FRANCHISE: Has Interim Access to Cash Until June 14
PJ FINANCE: Obtains Extension of Schedules to June 6
PLATINUM ENERGY: Syd Ghermezian Discloses 59.7% Equity Stake

POWER CONTRACTING: Wants to Use Fifth Third's Cash Collateral
PRIUM SPOKANE: Has Continued Access to Sterling's Cash Collateral
PRIUM SPOKANE: U.S. Trustee Wants Case Dismissed or Converted
PRIUM SPOKANE: Court OKs Access to Loan for Settlement Payments
R & S ST. ROSE: Asks for OK for Larson & Stephens as Counsel

RASER TECHNOLOGIES: Committee, US Trustee Oppose Sale Structure
RENAISSANCE CHARTER: Fitch Assigns 'BB+' Rating to Revenue Bonds
REVLON INC: Completes 2011 Term Loan Agreement Refinancing
RPM INT'L: Moody's Rates Preferred Shelf Filing at '(P)Ba1'
RQB RESORT: Judge Laurel M. Isicoff as Named as Judicial Mediator

SEARS HOLDINGS: S&P Lowers Corp. Rating to 'B+' on Weak Earnings
SIRIUS XM: Moody's Upgrades Corporate Family Rating to 'B2'
SHAMROCK-SHAMROCK: Seeks to Use Mortgage Lenders' Cash Collateral
SHAMROCK-SHAMROCK: Sec. 341 Creditors' Meeting on June 13
SHAMROCK-SHAMROCK: Seeks Court Okay to Hire Bryan Mickler, Esq.

STANDARD BEEF: Court Rules on Bid to Turn Over "Carved Out" Funds
STATION CASINOS: GV Ranch Has OK for Jones Vargas as Gaming Attys.
STATION CASINOS: Reports $10-Mil. First Quarter Net Loss
STATION CASINOS: OpCo Purchase Pact End Date Extended June 30
SUGARLEAF TIMBER: Sec. 341 Creditors' Meeting Set for June 1

SUGARLEAF TIMBER: Taps Brennan Manna as Bankruptcy Counsel
SUGARLEAF TIMBER: Has Green Light to Run Business While in Ch. 11
SUGARLEAF TIMBER: Sues Lender Over Value of Property
SW BOSTON: Amends Disclosure Statement Explaining Chap. 11 Plan
TELETOUCH COMMUNICATIONS: Enters Into RRA with Lazarus Investment

TEREX CORP: Moody's Rates Proposed Credit Facility at '(P)Ba2'
THERMOENERGY CORP: Peter Richards Discloses 6.8% Equity Stake
THINK3 INC: Files for Chapter 11 Bankruptcy Protection
TIME WARNER: Fitch Affirms BB+ Rating on Pref. Membership Units
TOM JOHNSON: District Court Rules on Proving Lien Validity

TRANS-LUX CORP: Teton Advisors Discloses 2.87% Equity Stake
TRIBUNE CO: Creditors Committee Gets Protective Order on LBO Docs
TRIBUNE CO: Debtor, Aurelius Defend Competing Plans
TRIBUNE CO: Allowed to Resolicit Votes on Chapter 11 Plan
TRIBUNE CO: Sam Zell Opposes Confirmation of Competing Plans

TRICO MARINE: Lenders Say They Were Misled Into $65 Million Loan
TROPICANA STATION: Voluntary Chapter 11 Case Summary
VYTERIS, INC: Reports $1.91 Million Net Income in 1st Quarter
VYTERIS, INC: To Focus on Contract Research Organization Bus.
WALTER INVESTMENT: S&P Assigns 'B+' Counterparty Credit Rating

WCA WASTE: Moody's Lowers Corporate Family Rating to 'B2'
WCA WASTE: S&P Affirms Corporate Credit Rating at 'B'
WII COMPONENTS: Incurs $602,000 Net Loss in First Quarter
Z TRIM HOLDINGS: Incurs $6.27 Million Net Loss in First Quarter

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********


20 BAYARD: Taps Caller & Lebovitz for Condo Offering Plan
---------------------------------------------------------
20 Bayard Views LLC asks the U.S. Bankruptcy Court for the U.S.
Bankruptcy Court for the Eastern District of New York for
permission to employ Caller & Lebovits P.C. as its advisors to
render condominium offering plan filing services required by the
Debtor in connection with the Debtor's Chapter 11 case.

The partners of the firm will charge $325 per hour for this
engagement.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at 20 Bayard Street, in Brooklyn, New York.  A total of 37 of the
62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.

In March 2011, Bankruptcy Judge Elizabeth S. Stong issued an order
denying confirmation of the Third Amended Plan of Reorganization,
as modified, filed by 20 Bayard Views, LLC.  The Court held that
the Plan cannot be confirmed because it does not satisfy 11 U.S.C.
Sec. 1129(b)'s cramdown requirements.  W Financial Fund LP, owed
$17.4 million in principal on account of a loan made in 2008,
objected to the confirmation of the Plan.


20 BAYARD: Hikes Interest Rate for WFF to Address Cramdown Issue
----------------------------------------------------------------
20 Bayard Views LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a proposed Second Amended/Modified
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement.

In March, Judge Elizabeth S. Stong issued an order denying
confirmation of the Third Amended Plan of Reorganization, as
modified.  The Court held that the Plan cannot be confirmed
because it does not satisfy 11 U.S.C. Sec. 1129(b)'s cramdown
requirements.  Specifically, the Debtor has not established by a
preponderance of the evidence that the Plan treats secured lender
W Financial Fund LP fairly and equitably by providing it with the
present value of its claim. The Plan provided that WFF would (i)
retain its liens on the Collateral, and (ii) receive deferred cash
payments equal to the present value of its secured claim. WFF
would receive deferred cash payments over the course of five years
with monthly interest payments of 4.75% on principal,  plus any
excess net cash flow received by the Debtor; along with
significant principal paydowns during each of the five years. The
Court ruled that the interest rate for the WFF Claim was
insufficient and "the Debtor has not established by a
preponderance of the evidence that the Plan proposes an
appropriate risk adjustment to the cramdown interest rate to be
paid to WFF."

To address the cramdown issue, the Debtor has amended the Plan to
provide that WFF, owed $20.57 million, would still receive
deferred cash payments over the course of five years but now with
monthly interest payments based upon an interest rate of 6.50%
upon the principal.  Like in the previous iteration of the Plan,
holders of general unsecured claims, owed about $4.2 million
including related party claims, are expected to recover 50% of
their allowed claim.  Equity interest holders won't still receive
any distribution.

A full-text copy of the Disclosure Statement, as amended is
available for free at http://bankrupt.com/misc/20BAYARD_DS.PDF

A full-text copy of the Chapter 11 Plan, as amended, is available
for free at http://bankrupt.com/misc/20BAYARD_PLAN.PDF

                       About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at 20 Bayard Street, in Brooklyn, New York.  A total of 37 of the
62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.

In March 2011, Bankruptcy Judge Elizabeth S. Stong issued an order
denying confirmation of the Third Amended Plan of Reorganization,
as modified, filed by 20 Bayard Views, LLC.  The Court held that
the Plan cannot be confirmed because it does not satisfy 11 U.S.C.
Sec. 1129(b)'s cramdown requirements.  W Financial Fund LP, owed
$17.4 million in principal on account of a loan made in 2008,
objected to the confirmation of the Plan.


3900 BISCAYNE: Sec. 341 Creditors' Meeting Set for June 21
----------------------------------------------------------
The United States Trustee for the Southern District of Florida
will convene a meeting of creditors in the bankruptcy case of 3900
Biscayne, LLC, on June 21, 2011, at 2:00 p.m. at 51 SW First Ave
Room 1021, Miami.

Proofs of Claim are due by Sept. 19, 2011.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 11-22948) on May 12, 2011, in Miami.  Judge A. Jay
Cristol presides over the case.  Peter D. Russin, Esq., at Meland
Russin & Budwick, P.A., in Miami, Florida, represents the Debtor
in its Chapter 11 effort.  The Debtor disclosed $14,857,484 in
total assets and $13,691,533 in total liabilities as of the
Chapter 11 filing.


3900 BISCAYNE: BB&T Wants Case Dismissed Over Bad Faith Filing
--------------------------------------------------------------
Branch Banking and Trust Company is asking the Bankruptcy Court to
dismiss the Chapter 11 bankruptcy case of 3900 Biscayne, LLC,
saying it was filed in bad faith to thwart foreclosure proceedings
initiated by the bank.

On Sept. 13, 2010, BB&T filed a mortgage foreclosure action
against the Debtor, among others, in the United States District
Court for the Southern District of Florida, which was assigned
case No. 10-CV-23279-MGC, seeking to (a) foreclose its interest in
the Real Property, (b) enforcement of an assignment of rents, and
(c) money damages under certain loan documents, as to a business
loan in the original principal sum of $10,800,000, among other
things.

BB&T also filed a breach of contract action against the Debtor,
among others, in the United Stated District Court for the Southern
District of Florida, which was assigned case No. 10-CV-23297, as
to a separate business loan in the principal sum of $675,000.

The Bankruptcy petition was filed one day before the hearing on
BB&T's Motion for Turnover of Rents in the Foreclosure Action and
after an impasse at mediation held on April 27, 2011.

According to BB&T, the Bankruptcy petition is nothing more than
the Debtor's attempt to stall, hinder and delay BB&T's perfected
creditor's rights.

The Debtor's real property is located at 3900 Biscayne Blvd., in
Miami.

The bank also said the Debtor's case is essentially a two-party
dispute that should be adjudicated by the District Court and that
the bankruptcy case should be dismissed as a bad faith filing
based on the limited papers filed with the Court, which reflect
that:

     (a) the Debtor's main asset is the Real Property,

     (b) the Debtor has little, if any, real substantive creditors
         -- and those creditors claims are small compared to
         BB&T's claims,

     (c) the Debtor has few employees, if any, as evident by the
         Debtor's Notice of Filing Payroll and Sales Tax Reports,

     (d) the Debtor's financial problems, and the real reason why
         it sought the Bankruptcy Court's jurisdiction, are
         essentially a dispute between the Debtor and BB&T which
         can be resolved in the pending  Foreclosure Action, and

     (e) the timing of the Debtor's filing evidences an intent to
         delay or frustrate the legitimate efforts of BB&T to
         enforce its creditor's rights.

In July 2007, the Debtor executed and delivered a promissory note
to BB&T for $10,800,000.  The Debtor defaulted on the Note by,
without limitation, failing to make payment of the debt as the
debt matured in May 2010, failing to pay real property taxes on
the Real Property for the year 2009, and otherwise failing to
comply with the terms of the loan documents.

The Debtor also executed and delivered a second promissory note
for $675,000 to BB&T.  The Debtor also has breached and defaulted
on the terms of the Second Note by, without limitation, (a)
failing to make payment of the debt outstanding at maturity; (b)
failing to execute the certain Deposit Assignment and Security
Agreements, as required by the parties' agreement; (c) failing to
make payment upon the maturity of the Note; and (d) failing to
otherwise comply with the terms of the 3900 Real Estate Secured
Loan Documents and the 3900 CD Collateral Secured Loan Documents.
As of the Petition Date, BB&T is owed $630,000, plus accrued
interest, fees and costs under the Second Note.

BB&T further pointed out that the Debtor's Schedule "A" lists its
interest in the Real Property with an unsupported value of
$13,500,000 and a secured debt of $10,800,000.  On Schedule "D",
the Debtor lists BB&T's security interest in the Real Property
with a secured claim of $10,800,000.  Contrary to the Debtor's
overly optimistic and unrealistic value, the Miami-Dade County
Property Appraiser's Web site reflects an assessed value of
$6,790,818 for the Real Property.

"The Real Property is of insufficient value to provide adequate
protection to BB&T and the Debtor lacks any equity cushion in it
to protect BB&T's interests," the bank said.

BB&T also filed two other pleadings with the Bankruptcy Court.
BB&T asks the Court to grant it complete relief from stay, to take
any and all steps necessary to exercise any and all rights it may
have in the Real Property and allowing BB&T to proceed with the
Foreclosure Action.  In the alternative, BB&T seeks adequate
protection payments with respect to its collateral property.

BB&T also asks the Court to prohibit the Debtor from using the
bank's cash collateral in the form of rents and profits from the
Real Property, upon which it holds a first lien priority mortgage
and Assignment of Rents.  BB&T also requests adequate protection
payments, replacement liens, a proper accounting and preservation
of the estate's assets including proceeds from any source and
kind.

Attorneys for Branch Banking & Trust Company are:

          Frank P. Cuneo, Esq.
          Juan A. Gonzalez, Esq.
          Dora F. Kaufman, Esq.
          Laudy Luna, Esq.
          LIEBLER, GONZALEZ &PORTUONDO, P.A.
          Courthouse Tower - 25th Floor
          44 West Flagler Street
          Miami, FL 33130
          Tel: (305) 379-0400
          Fax: (305) 379-9626
          E-mail: fpc@lgplaw.com
                  jag@lgplaw.com
                  dfk@lgplaw.com
                  ll@lgplaw.com

3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 11-22948) on May 12, 2011, in Miami.  Judge A. Jay
Cristol presides over the case.  Peter D. Russin, Esq., at Meland
Russin & Budwick, P.A., in Miami, Florida, represents the Debtor
in its Chapter 11 effort.  The Debtor disclosed $14,857,484 in
total assets and $13,691,533 in total liabilities as of the
Chapter 11 filing.


9401 SOUTHWEST: Court Dismisses Chapter 11 Case
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
dismissed the Chapter 11 case of 9401 Southwest Houston LLC
following a stipulation reached by the Debtor and its lender.

On March 9, 2011, MidFirst Bank filed a motion for relief from
stay to obtain permission to foreclose on the Debtor's property
and to recover approximately $2.5 million in pre and post-
petition rental income saved by the Debtor to perform tenant
improvements and pay leasing commissions for new tenants once the
building is vacated by the current tenant and a supplement to that
motion.

Other than MidFirst Bank, which is owed approximately $19 million,
the schedules reveal only four other unpaid creditors in this
case.  The total owed these creditors is $72,470.  The Debtor does
not anticipate that any of these creditors will object to
dismissal as none of these creditors objected to MidFirst Bank's
motion to lift stay.

The Debtor and MidFirst Bank assert that good cause for dismissal
exists because once the stay has lifted, there will be no assets
remaining to administer.

                     About Southwest Houston

Houston, Texas-based 9401 Southwest Houston, LLC, is a single
asset real estate that owns a 95% interest in an office building
at 9401 Southwest Freeway, Houston, Harris County, Texas.  It
filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 11-
31519) on Feb. 23, 2011.  Edward L. Rothberg, Esq., at Hoover
Slovacek, LLP, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated assets and debts at $10 million to $50 million.

No trustee or examiner has been appointed in the Debtor's
bankruptcy case and no official committee of unsecured creditors
has yet been established.


ACCREDITED HOME: Wins Nod of Possible 100% Chapter 11 Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Accredited Home Lenders Holding Co., a former home
mortgage originator and securitizer, won the signature of the
bankruptcy judge May 24 confirming its liquidating Chapter 11
plan.  Every class of affected creditors accepted the plan.

According to the report, the plan is based on a settlement where
the owner Lone Star Funds will pay $15.8 million in cash, waive
$100 million in claims against the operating companies, and
subordinate $97 million in claims against the holding company.
Lone Star's directors' and officers' insurance company, together
with some of the Lone Star entities, will pay another $30 million.
The disclosure statement projected that unsecured creditors of the
operating companies may recover 100% on $108 million in claims
while unsecured creditors of the holding company could see 65
percent for their $60 million in claims.  The affiliated real
estate investment trust should see a 76% to 87% recovery on $20
million in claims. The REIT will distribute the recovery to its
own creditors.  The disclosure statement warned that recoveries
might be lower if tax refunds turn out not to be so large or
claims come in higher than predicted.  At the outset, Accredited
Home assumed unsecured creditors wouldn't recover 10%.  In
addition to the Lone Star settlement, increased recoveries are the
result of a 2009 changes in tax law that generated $94 million in
tax refunds by permitting 2008 losses to be carried back five
years.

                        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.


AMBAC FINANCIAL: Fights $116-Million NYC Tax Bill
-------------------------------------------------
Erin Fuchs at Bankruptcy Law360 reports that Ambac Financial Group
Inc. objected in New York bankruptcy court Monday to the City of
New York Department of Finance's $116.8 million claim for taxes
and interest, deeming its treatment of the bankrupt bond insurer's
income illogical.

Law360 relates that Ambac speculated that CNYDF arrived at the
bill by assuming that three Ambac subsidiaries that are part of a
New York consolidated tax group -- Ambac Capital Corp., Ambac
Investments Inc. and Ambac Capital Funding Inc. -- earned interest
income from selling securities for its guaranteed investment
contract business.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMEREN GENCO: Fitch Downgrades Issuer Default Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) and
senior unsecured debt ratings of Ameren Energy Generating Company
(Genco) to 'BB+' from 'BBB'. The Rating Outlook is Negative. Fitch
also affirmed the 'BBB' IDR of Ameren Corp. (AEE), 'BBB+' IDR of
Union Electric Company (UE) and 'BBB-' IDR of Ameren Illinois
Company (AIC). The Rating Outlook for each of these entities is
Stable.

The Genco downgrade reflects weakening cash flows and credit
metrics that are not expected to support the previous ratings. The
downtrend is driven by low power prices and compressed energy
margins in the Midwest Independent Transmission System Operator
(MISO) region where Genco operates its largely coal-fired merchant
generating fleet. The revised ratings and negative Rating Outlook
also encompass Fitch's view that wholesale power prices and demand
will remain relatively weak as well as the potential for higher
capital expenditures to meet pending environmental regulations.

Genco derives virtually 100% of its electricity output from coal-
fired generating capacity that is not fully scrubbed, which
heightens exposure to the Environmental Protection Agency's (EPA)
pending environmental compliance requirements. Earlier this year
the company increased its five year capital expenditure forecast
to reflect the acceleration of the in-service date of scrubbers at
the 1,186 mw Newton coal station, its largest generating facility,
but remains exposed to more wide ranging EPA regulations. The
Newton scrubbers are now planned for late 2013/early 2014.
Additional pollution control equipment is also planned for the
company's Joppa Generating Station.

Favorably, Genco has ample liquidity and no near-term debt
maturities. In September 2010, Genco and its parent AEE entered
into a joint $500 million three year credit facility. Total debt
aggregates $825 million with the next maturity of $300 million due
in 2018.

AEE's rating reflects the sound credit quality of the company's
two regulated subsidiaries, which account for approximately 85% of
consolidated EBITDA, the moderate amount of parent debt ($425
million due in 2014) and adequate liquidity.

The ratings of UE, which is AEE's largest subsidiary accounting
for nearly 50% of consolidated EBITDA, reflect current and
projected leverage and interest protection measures that are
consistent with Fitch's target financial ratios for 'BBB+' rated
companies with similar risk profiles and comparable to its peer
group of similarly rated companies. Since 2009, UE has been able
to recover 95% of changes in fuel costs above those in base rates
through a fuel adjustment mechanism and received constructive
decisions in each of its last two rate cases. A decision in a
pending rate case is expected in July 2011.

The primary credit concern for UE is regulatory lag in Missouri
that restricts the company's ability to earn its allowed return on
equity (ROE) and the uncertain cost of complying with new and/or
stricter environmental regulations affecting its largely coal-
fired generating fleet. Although compliance expenditures should
ultimately be recoverable from rate payers, regulatory lag would
likely stress financial measures for a period of time. Missouri
does not permit cost recovery for construction work in progress
(CWIP) and to date has not implemented an environmental cost
recovery rider.

AIC's rating reflects actual and forecasted financial measures
that compare favorably to both Fitch's guideline ratios and its
peer group of 'BBB-' rated utilities. The ratings also reflect the
company's moderate capital expenditure plans and the absence of
commodity price exposure.

Assuming a reasonable outcome in a pending rate case, over the
next several years Fitch expects leverage, as measured by the
ratio of debt/EBITDA to remain below 3.0 times (x). Over the same
period, EBITDA/interest is expected to approximate the 2010 levels
of 4.9x. A decision in the pending rate case is expected in
January 2012.

These ratings were downgraded:

Ameren Energy Generating Company

   -- IDR to 'BB+' from 'BBB';

   -- Senior unsecured debt to 'BB+' from 'BBB';

   -- Short-term IDR to 'B' from 'F2'.

These ratings were affirmed:

Ameren Corporation

   -- IDR at 'BBB';

   -- Senior unsecured at 'BBB';

   -- Commercial paper at 'F2';

   -- Short-term IDR at 'F2'.

Union Electric Company

   -- Long-term IDR at 'BBB+';

   -- Secured debt at 'A';

   -- Senior unsecured debt at 'A-';

   -- Preferred stock at 'BBB';

   -- Short-term IDR at 'F2';

   -- Commercial paper at 'F2'.

Ameren Illinois Company

   -- Long-term IDR at 'BBB-';

   -- Secured debt at 'BBB+';

   -- Senior unsecured debt at 'BBB';

   -- Preferred stock at 'BB+';

   -- Short-term IDR at 'F3'.


ANGARAKA LIMITED: Dismissal Hearing Continued Until June 16
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District Of Texas
approved an agreement, continuing until June 16, 2011, at 9:30
a.m., (prevailing central time), the hearing to consider Texas
Comptroller of Public Accounts' request to dismiss the Chapter 11
case of Angaraka Limited Partnership.

In February, the Texas Comptroller filed a motion seeking a
dismissal of the Chapter 11 case.  The Texas Comptroller explained
that under the Texas Business Organizations Code, an entity that
has had its corporate charter forfeited is required to wind up its
operations and cease operating its business in the ordinary
course, except to the extent necessary to wind up its business.
It added that while the Debtor, a dissolved Texas partnership on
the Petition Date, is permitted to file bankruptcy to propose a
liquidating plan under Chapter 11 or a Chapter 7 liquidation, it
is not eligible to file a plan of reorganization under Chapter 11
to carry on its business.

                About Angaraka Limited Partnership

Newport Beach, California-based Angaraka Limited Partnership, in
November 2005, acquired and assumed indebtedness secured by, among
other things, a Deed of Trust on four, Class B/C, garden-apartment
properties located in the Dallas/Fort-Worth Metroplex.  The
Properties -- Woodchase, Clarendon, Keller Oaks, and Sycamore
Hills -- total 750 units and range in date of construction from
1979 to 1983.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 10-33868) on May 31, 2010.
Vincent P. Slusher, Esq., and J. Seth Moore, Esq. at DLA Piper LLP
US, in Dallas, Texas, assist the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million
to $50 million.


ANGARAKA LIMITED: Chapter 11 Plan Hearing Also Set for June 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
continued the hearing on the confirmation of Angaraka Limited
Partnership and C-III Asset Management LLC's proposed Chapter 11
plan of reorganization until June 16, 2011, at 9:30 a.m.

As reported in the May 11, 2011 edition of the Troubled Company
Reporter on May 11, 2011, the parties are set to conduct discovery
in connection with C-III Asset's objection to the Debtor's
proposed plan, and need additional time to complete the discovery
prior to the confirmation hearing.

Angaraka and C-III Asset were set to conduct discovery next week,
during which expert reports will be exchanged.  Depositions will
be conducted in the subsequent three weeks.

Last year, the Debtor filed a proposed plan that contemplates that
the Debtor will continue to operate the business and will payoff
claims from funds generated from business operations.  Under the
plan, the lender will receive a note in the amount due of its
secured claim, with the note payable over 24 months, and bearing
interest at a rate of 4.35% per year.  Each holder of an allowed
unsecured claim will receive over a period of six months from the
Effective Date, two equal payments payable on each quarterly
distribution date until the claim is paid in full.  The holders of
equity interests will retain their interests in the reorganized
Debtor.  A full-text copy of the explanatory disclosure statement
is available for free at

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

                About Angaraka Limited Partnership

Newport Beach, California-based Angaraka Limited Partnership, in
November 2005, acquired and assumed indebtedness secured by, among
other things, a Deed of Trust on four, Class B/C, garden-apartment
properties located in the Dallas/Fort-Worth Metroplex.  The
Properties -- Woodchase, Clarendon, Keller Oaks, and Sycamore
Hills -- total 750 units and range in date of construction from
1979 to 1983.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 10-33868) on May 31, 2010.
Vincent P. Slusher, Esq., and J. Seth Moore, Esq. at DLA Piper LLP
US, in Dallas, Texas, assist the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


ARADIGM CORP: Posts $2.4 Million Net Loss in First Quarter
----------------------------------------------------------
Aradigm Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2.4 million on $182,000 of royalty
revenue for the three months ended March 31, 2011, compared with a
net loss of $204,000 on $4.0 million on royalty revenue for the
same period last year.

The Company's balance sheet at March 31, 2011, showed $4.9 million
in total assets, $2.6 million in total liabilities, and
stockholders' equity of $2.3 million.

As reported in the TCR on March 29, 2011, Odenberg Ullakko
Muranishi & Co LLP, in San Francisco, Calif., expressed
substantial doubt about 's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

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

                       http://is.gd/Rqgg7K

Hayward, Calif.-based Aradigm Corporation is an emerging specialty
pharmaceutical company focused on the development and
commercialization of drugs delivered by inhalation for the
treatment of severe respiratory diseases by pulmonologists.


ASPIRE INTERNATIONAL: Delays Filing of 1st Quarter Form 10-Q
------------------------------------------------------------
Aspire International Inc. notified the U.S. Securities and
Exchange Commission that it was unable, without unreasonable
effort or expense, to file its Quarterly Report on Form 10-Q for
the period ended March 31, 2011, by the May 16, 2011, filing date
applicable to smaller reporting companies due to a delay
experienced by the Registrant in completing its financial
statements and other disclosures in the Quarterly Report.  As a
result, the Company is still in the process of compiling required
information to complete the Quarterly Report and its independent
registered public accounting firm requires additional time to
complete its review of the financial statements for the period
ended March 31, 2011, to be incorporated in the Quarterly Report.

                    About Aspire International

Markham, Ontario-based Aspire International, Inc., has acquired
MYGOS.NET, an online business-to-consumer shopping mall,
headquartered in Shenzhen, in the Guangdong province of China.
Mygos operates as a platform to allow users to start their own
businesses online and currently hosts over 80,000 active stores.

The Company reported a net loss of $2.51 million on $0 of sales
for the year ended Dec. 31, 2010, compared with a net loss of
$1.69 million on $71,169 of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $838,020 in
total assets, $9.49 million in total liabilities, all current, and
a $8.65 million total stockholders' deficit.

As reported by the TCR on April 25, 2011, DNTW Chartered
Accountants, LLP, in Markham, Canada, noted that the Company's
significant cumulative operating losses raise substantial doubt
about its ability to continue as a going concern.


AXION INTERNATIONAL: CEO Contract Amended to Hike Salary
--------------------------------------------------------
Axion International Holdings, Inc., on May 10, 2011, amended its
employment agreement with Steven Silverman, the Company's Chief
Executive Officer.  Under the terms of the amended agreement,
Mr. Silverman's annual base compensation was increased to $210,000
and will be further increased to $300,000 and $375,000 by Axion
achieving $15 million in sales during any fiscal year and by Axion
achieving $25 million in sales during any fiscal year,
respectively.

Also, Mr. Silverman was awarded 150,000 options at an exercise
price of $1.20 per share.  Mr. Silverman was issued (i) an option
to purchase an additional 150,000 shares of common stock
exercisable at $1.75 per share upon the Company achieving $20
million in sales during any fiscal year; and (ii) an option to
purchase an additional 100,000 shares of common stock exercisable
at $2.00 per share upon the Company achieving $50 million in sales
during any fiscal year.

Mr. Silverman is also entitled to additional 200,000 options at
the then market price of the Company's common stock upon achieving
certain management designated objectives.

        James J. Kerstein's Amended Employment Agreement

On May 10, 2011, the Company amended its employment agreement with
James J. Kerstein, the Company's Chief Technology Officer.  Under
the terms of the amended agreement, Mr. Kerstein will receive
annual base compensation in the amount of $185,000 which will
increase to $220,000 and $250,000 at such time the Company has
achieved annual revenues of $15 million and $25 million,
respectively.

On May 10, 2011, Mr. Kerstein was awarded 100,000 options at an
exercise price of $1.20 per share.  A total of 285,779 options
held by Mr. Kerstein were revised to vest upon annual revenues of
$20 million from its present level of $15 million and 285,779
options were revised to vest upon the Company achieving revenues
of $50 million from the previously $25 million level.

Mr. Kerstein has agreed to enter into a one year lock up agreement
with respect to shares of common stock presently owned by him.  He
may transfer up to 150,000 shares without any restrictions and the
remaining shares may be leaked out depending upon the trading
price of the Company's common stock.

                             Bonus Pool

On May 10, 2011, the Company established a bonus pool which
authorizes payments to management and directors based upon the
Company achieving various profit levels.  The purpose of the bonus
pool is to increase our management's, non-employees' and
directors' interests in the Company as well as to enable the
Company to attract and maintain the services of experienced and
high qualified management and non-employee directors.  The Pool is
administered by the compensation committee of the Company's board
of directors.  Under the Pool, 3%, 6% and 9% of the Company's
earning before interest, taxes and depreciation may be awarded
based upon profit levels of $0 to $2 million, $2 to $10 million
and $10 to $15 million, respectively.  The directors are not
eligible for any of the Pool's compensation upon the Company
meeting the initial threshold.  For the second and third threshold
levels, directors will be eligible to receive an aggregate of 1%
and 2% of the eligible compensation.

                     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 March 31, 2011, showed $1.85
million in total assets, $1.57 million in total liabilities, $1.09
million in 10% convertible preferred stock, and a $811,098 total
stockholders' deficit.


AXION INTERNATIONAL: Incurs $1.9-Mil. First Quarter Net Loss
------------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q,
reporting a net loss of $1.93 million on $190,887 of revenue for
the three months ended March 31, 2011, compared with a net loss of
$1.67 million on $402,693 of revenue for the same period during
the prior year.'

The Company's balance sheet at March 31, 2011, showed $1.85
million in total assets, $1.57 million in total liabilities, $1.09
million in 10% convertible preferred stock, and a $811,098 total
stockholders' deficit.

Prior to the submission of the Form 10-Q, Axion filed a notice
that it won't be able to file the document with the SEC within the
deadline.

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

                        http://is.gd/oI8HHp

                     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.


BALLY TECHNOLOGIES: S&P Withdraws 'BB+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Rating Services has withdrawn its ratings on
Bally Technologies Inc., including the 'BB+' corporate credit
rating, at the request of the issuer.

The company recently completed a modified Dutch tender offer for
the purchase of approximately $397 million of its common stock,
which resulted in a spike in leverage. Bally entered into a new
$700 million senior secured credit facility and used the proceeds
from the new credit facility to fund the share repurchases and to
repay the company's existing debt.


BANNING LEWIS: Owners Get Nod to Proceed with Sale
--------------------------------------------------
Rich Laden at the Gazette reports that U.S. Bankruptcy Judge Kevin
Carey ordered that the Banning Lewis Ranch's owners be permitted
to proceed with their proposed plan to sell the 21,500-acre parcel
that extends along most of Colorado Springs' east side.  The plan
calls for a series of sale dates in June, with the deal to be
completed by June 30.

Judge Carey said a sale was in the best interest of the owners and
their creditors, and "is necessary and appropriate" in the owners'
efforts to obtain "maximum value" of the property.  However, the
judge didn't rule on objections by the city of Colorado Springs,
which had argued a sale could allow a buyer to abandon an
annexation agreement and other agreements that govern the
property's development, according to the report.

The Gazette reports that Colorado Springs City Attorney Patricia
Kelly said Tuesday that if buyers of the ranch try to reject the
annexation and other agreements, she expects the judge to address
the city's objections at that time.  Based on statements the judge
made that appeared to acknowledge the Springs' concerns, Kelly
said, she expects the judge to support the city's argument that
the agreements are legally binding and must remain in place after
the property is sold.

According to the report, in April, the owners filed a plan with
the bankruptcy court that called for the property's sale.  The
plan calls for the ranch to be sold either to an insider group
that's been formed by some of the ranch's current investors or to
other buyers at an auction if several bidders emerge.

                         About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BARZEL INDUSTRIES: Files Joint Plan of Liquidation
--------------------------------------------------
BankruptcyData.com reports that Barzel Industries filed with the
U.S. Bankruptcy Court a Chapter 11 Joint Plan of Liquidation and
related Disclosure Statement.

According to the Disclosure Statement, "The Debtors are proposing
the Plan over the alternative of converting the Debtors'
bankruptcy cases to Chapter 7 of the Bankruptcy Code because the
Debtors believe that (i) the Plan provides a more orderly
liquidation and a greater recovery to creditors than a Chapter 7
liquidation, and (ii) the Plan provides unnecessary costs to the
Debtors' estates which would accrue should the Debtors' bankruptcy
cases be converted to Chapter 7 of the Bankruptcy Code."

Under the Plan, administrative claims, priority tax and non tax
claims, and class 1 miscellaneous secured claims are estimated to
receive 100% recovery.

The Court scheduled a June 27, 2011, hearing to consider approval
of the Disclosure Statement.

                        About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., was in the
business of processing and distributing steel.  The Company
manufactured steel for the construction and industrial
manufacturing industries, and produces finished commercial racking
products.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13204) on Sept. 15, 2009.
Judge Christopher S. Sontchi presides over the cases.  J. Kate
Stickles, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, and
Gerald H. Gline, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, N.J., serve as the Debtors' counsel.

On the same day, Barzel Industries filed applications for relief
under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice -- Commercial List.

Barzel Industries recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel sold most of the assets in November 2009 for $75 million to
Norwood, Massachusetts-based Chriscott USA Inc.  Secured lenders
agreed to a settlement later where they received a release of
claims in return for giving up $800,000.


BASS PRO: S&P Assigns 'BB-' Rating to $825-Mil. Term Loan B
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Springfield, Mo.-based
Bass Pro Group LLC's $825 million term loan B its 'BB-' issue-
level rating with a recovery rating of '4', indicating S&P's
expectation of average (30%-50%) recovery in the event of
a payment default. "At the same time, we affirmed our 'BB-'
corporate credit rating on the company. The outlook is positive,"
S&P said.

According to the company, it intends to use the proceeds of the
$825 million term loan to repay its current term loan B, retire
its preferred and class B shares, and pay a dividend.

"The ratings on Bass Pro reflect our expectation that the
company's sales and margins will continue to improve despite near-
term uncertainties regarding consumer spending and commodity price
increases," said Standard & Poor's credit analyst Kristina
Koltunicki. "The company's credit profile has improved
significantly over the past year, and we expect credit protection
metrics to continue to benefit from performance gains over the
near term, even with the addition of debt, pro forma for the
transaction."


BEAZER HOMES: S&P Affirms 'B-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Beazer
Homes USA Inc. to negative from stable and affirmed its corporate
credit rating at 'B-'. "Additionally, we affirmed our ratings on
the company's senior unsecured and subordinated notes at 'CCC' and
affirmed the senior secured note rating at 'B'. We also maintain a
'2' recovery rating on the company's senior secured notes and a
'6' recovery rating on the senior unsecured notes and subordinated
notes," S&P related.

"We revised our outlook on Beazer to reflect continued poor
operating results that may contribute to weaker operating cash
flow relative to previous expectations," said credit analyst
Matthew Lynam. "We believe depressed new homes sales, combined
with a heavy interest burden, will constrain cash flow, despite
some seasonal pick up as Beazer liquidates inventory in the latter
half of the fiscal year."

"We would consider a downgrade if the company's unrestricted cash
balance falls below $250 million, possibly from aggressive land
acquisitions or accelerated cash burn. Furthermore, the ratings
could come under pressure if the downturn in the housing market
lingers longer than we expected and volume from operations remains
depressed," S&P said.


BELLS CROSSING: Sec. 341 Creditors' Meeting Set for June 20
-----------------------------------------------------------
The United States Bankruptcy Administrator for the Western
District of North Carolina will convene a meeting of creditors in
the bankruptcy case of Bells Crossing LLC on June 20, 2011, at
11:00 a.m. at 5-Johnson J Hayes Federal Bldg.  Proofs of claim are
due by Sept. 19, 2011.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                       About Bells Crossing

Bells Crossing, LLC, based in Mooresville, North Carolina, owns
230 acres of property in Iredell County.  It filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-50572) on May 9, 2011.
Judge J. Craig Whitley presides over the case.  R. Keith Johnson,
Esq. -- rkjpa@bellsouth.net -- in Stanley, North Carolina, serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
estimated assets of $10,002,000 and liabilities of $15,429,162.
The petition was signed by Ben Thomas, its member and manager.

Bells Crossing owes $15.2 million to Community One Bank NA.  Bells
Crossing estimates the land is worth $10 million.


BERNARD L. MADOFF: Objection Denied to $7.2-Bil. Picower Deal
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a customer of Bernard L. Madoff Investment Securities
Inc. was thrown out of court by U.S. District Judge Thomas P.
Griesa for trying to block the $7.2 billion settlement with the
late Jeffrey M. Picower.  The customer, Adele Fox, filed papers
asking to intervene in the forfeiture action where Mr. Picower's
estate agreed to settle with the government and turn over the
entire $7.2 billion being sought by the Madoff trustee.

According to the report, Judge Griesa said in his May 23 opinion
that "Fox's main goal appears to be to challenge the treatment of
net winners."  Judge Griesa said she didn't have standing, meaning
the right to participate in the government's forfeiture action.
As a victim of Mr. Madoff's fraud, Judge Griesa said Ms. Fox's
status "is too removed to create the interest necessary to
intervene."

"Victimhood does not create an interest in forfeited property as
there is no requirement that forfeited property be given to
victims," Judge Griesa said.  He cited law for the proposition
that the government has the right to retain forfeited property.
In this case, everything from Mr. Picower is going to Madoff
customers with approved claims.  Judge Griesa said that Ms. Fox's
proper challenge is in the appeal argued in early March where so-
called net winners asked the U.S. Court of Appeals in New York to
reverse the bankruptcy court's method for distributing recovered
assets.

Mr. Rochelle relates that having dismissed Ms. Fox's objection,
Judge Griesa entered judgment for the government and directed that
the money be forfeited in accordance with the December Picower
settlement.

In January, Bankruptcy Judge Burton Lifland approved a settlement
agreement Irving H. Picard, the trustee liquidating Bernard L.
Madoff's estate, entered into with the estate of Jeffry M.
Picower.  Under the settlement, the estate agreed to pay
$5 billion to resolve claims against the estate and certain
related investment entities.  In conjunction with the additional
$2.2 billion the Picower group forfeited to the U.S. government,
the settlement represents 100% payment of the monies received by
the Picower estate and related investors, Mr. Picard said.

Carolina Bolado at Bankruptcy Law360 reports that in an order,
Judge called Madoff investor and "net winner" Adele Fox's status
as a victim of the Ponzi scheme too remote to allow her to
intervene.

                        About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: Dist. Judge to Rule on Standing to Sue JPM
-------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a New York
federal judge said Monday that she -- not a bankruptcy judge --
must determine if the trustee liquidating Bernard L. Madoff's
investment company has standing to pursue his $6.4 billion lawsuit
against JPMorgan Chase & Co.

Law360 says JPMorgan sought to remove Irving H. Picard's suit to
district court in February, but the trustee has fought to keep the
case in bankruptcy court, saying in March that the effort to move
the case was an effort to distance the bank from the victims of
Madoff's.

                       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.


BIOJECT MEDICAL: Registers 500,000 Shares Under 401(k) Plan
-----------------------------------------------------------
Bioject Medical Technologies Inc. filed with the U.S. Securities
and Exchange Commission a Form S-8 registration statement
registering 500,000 shares of common stock under the Bioject Inc.
401(k) Retirement Benefit Plan.  A full-text copy of the
registration statement is available for free at:

                        http://is.gd/MmN2I5

                       About Bioject Medical

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

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

The Company's balance sheet at March 31, 2011, showed
$3.95 million in total assets, $3.68 million in total liabilities,
and $270,855 in total shareholders' equity.

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


BIOLASE TECHNOLOGY:  Buena Vista Ceases to Hold 5% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Buena Vista Market Inc., disclosed that it
beneficially owns less that 5% of Biolase Technology, Inc.'s
common stock.  A full-text copy of the regulatory filing is
available for free at http://is.gd/agm4Xd

                      About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company reported a net loss of $12.02 million on
$24.58 million of products and services revenues for the year
ended Dec. 31, 2010, compared with a net loss of $2.95 million on
$42.14 million of products and services revenues during the prior
year.

The Company's balance sheet at March 31, 2011, showed $20.30
million in total assets, $15.97 million in total liabilities and
$4.33 million in total stockholders' equity.

BDO USA, LLP, raised substantial doubt about the Company's ability
to continue as a going concern, following the 2010 financial
results.  The accounting firm noted that the Company has suffered
recurring losses from operations, has had declining revenues and
has a working capital deficit at Dec. 31, 2010.


BOOMERANG SYSTEMS: Incurs $5.87-Mil. Net Loss in March 31 Qtr.
--------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
a net loss of $5.87 million on $153,487 of total revenues for the
three months ended March 31, 2011, compared with a net loss of
$8.22 million on $86,975 of total revenues for the same period a
year ago.  The Company also reported a net loss of $12.42 million
on $1.32 million of total revenues for the six months ended
March 31, 2011, compared with a net loss of $9.90 million on
$86,975 of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$4.91 million in total assets, $4.47 million in total liabilities,
and $440,063 in total stockholders' equity.

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

                        http://is.gd/8JFRp2

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

For the fiscal year ended Sept. 30, 2010, the Company had a net
loss of $15,789,559 compared with a net loss of $9,693,734 during
the prior year.  Revenues were $718,530 for the fiscal year ended
Sept. 30, 2010 compared with $0 for the fiscal year ended
Sept. 30, 2009.


BORDERS GROUP: UBS to Dispose Of 75,000 Shares of Stock
-------------------------------------------------------
UBS AG notified the Bankruptcy Court of its intent to sell, trade
or otherwise transfer one or more shares of Borders Group, Inc.
common stock or an option with respect to Borders stock.

As of April 6, 2011, UBS owns 3,281,120 shares of Borders common
stock and options to acquire 13,200 shares of Borders common
stock.

Pursuant to the proposed transfer, UBS seeks to sell, trade or
otherwise transfer 75,000 shares of Borders common stock and
options to acquire zero shares of Borders common stock.

If the proposed transfer is permitted to occur, UBS will own
3,206,120 shares of Borders common stock and options to acquire
13,200 shares of Borders common stock.

As a result of the proposed transfer, UBS will cease to be a
substantial equityholder of Borders.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Wants Plan Filing Exclusivity Until Oct. 14
----------------------------------------------------------
Borders Group, Inc. and its debtor affiliates ask Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to extend:

  (i) their exclusive deadline to file a Chapter 11 plan through
      and including Oct. 14, 2011, and

(ii) their exclusive period to solicit acceptances of that plan
      through and including Dec. 31, 2011.

Section 1121(b) of the Bankruptcy Code establishes an initial
period of 120 days after the commencement of a Chapter 11 case
during which only a debtor may file a plan.  Section 1121(c)(3)
provides that if the debtor files a plan within the 120-day
exclusive period, it has an initial period of 180 days after the
commencement of the Chapter 11 case to obtain acceptance of that
plan, during which time competing plans may not be filed.
Section 1121(d)(1) allows a bankruptcy court to extend the
exclusive periods upon showing of a cause.

The Debtors' current exclusive period to file a plan expires on
June 16, 2011, and the solicitation period expires on August 15,
2011.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, tells Judge Glenn that the Debtors have made
significant progress since the Petition Date.  He cites these
developments in the Debtors' Chapter 11 cases:

  (1) Since the Petition Date, the Debtors and their employees
      have devoted significant time and resources to stabilize
      the Debtors' day-to-day business, including: (i)
      negotiating debtor-in-possession financing; (ii) preparing
      and filing their Schedules and Statements of Financial
      Affairs; (iii) obtaining a June 1, 2011 general bar date;
      (iv) preparing and filing various retention applications
      and case administration motions; and (v) preparing and
      filing their monthly operating report and keeping current
      with their administrative fees.  The Debtors have rejected
      approximately 240 leases pursuant to Court-approved
      procedures.

  (2) The Debtors have closed approximately 237 stores since the
      Petition Date, and are working with their real estate
      consultants, DJM Realty Services, LLC, to negotiate lease
      modifications, including rent concessions, for the
      remaining stores.   As of May 19, 2011, the Debtors
      operate 405 stores.

  (3) The Debtors have successfully negotiated consensual key
      employee incentive and retention plans aimed at
      incentivizing and retaining employees that are vital to
      the Debtors' restructuring and to day-to-day execution of
      their business operations.  Moreover, the KEIP
      incentivizes the Debtors' management to achieve rent
      reductions as a result of real estate lease amendments,
      and/or cost reductions associated with contract rejection
      or renegotiation, by May 31 and June 30, 2011.

  (4) The Debtors are negotiating trade terms with their
      publishers, and have reached agreements with many of their
      smaller publishers already.

  (5) On April 6, 2011, the Debtors presented their business
      plan to the Official Committee of Unsecured Creditors in a
      private meeting with the Debtors, the Committee and their
      professionals.  Based on feedback from the Committee, the
      Debtors continue to refine and finalize their business
      plan and respond to Committee inquiries with respect to
      the plan.

  (6) The Debtors have embarked on a dual-path sale process to
      market their business to buyers as a going concern.  This
      process is ongoing and has produced promising offers that
      the Debtors and their advisors are diligently pursuing.

Overall, the Debtors have been working cooperatively with their
publishers, landlords and other creditors towards an operational
restructuring and ensuring that their business remains a viable
enterprise, Holly Felder Etlin, Borders Group senior vice
president for restructuring, states in a supporting declaration.

However, despite the Debtors' progress, several important
unresolved contingencies still exist, Mr. Friedman points out.
The Debtors, he notes, are still reviewing unexpired leases and
determining which should be rejected pursuant to the Lease
Rejection Procedures Order.  The Debtors are also negotiating
lease modifications with their landlords for the remaining
stores, he adds.  The determination of which stores will remain
open and the negotiation of lease modifications for those stores
will play key roles in the profitability of the Debtors' retail
presence and long-term viability, he stresses.

The Debtors add that they continue to negotiate postpetition
trade terms with their publishers, noting that the success of
which will greatly affect their emergence from chapter 11 or a
successful sale of their business.  Until the Bar Date has passed
and further progress is achieved in the claims reconciliation
process, the Debtors believe that filing a plan would be
premature.  More importantly, the Debtors believe that their
ongoing sale process could have a significant effect on creditor
recoveries and the fate of their business.

"Because all of these contingencies could have a significant
impact on the outcome of these cases, exclusivity should be
extended," Mr. Friedman tells the Court.

Mr. Friedman avers that the Debtors' sole purpose in seeking the
proposed extension is to permit them time to draft, confirm and
consummate a Chapter 11 plan, which maximizes returns to
creditors.  The Debtors believe that at this time, the filing of
plans by third parties, or even the mere threat of a filing,
would serve no purpose other than to introduce delay and
additional administrative expenses to their cases.  "Terminating
the Debtors' Exclusive Periods will also result in a default of
the Debtors' DIP Agreement," Mr. Friedman emphasizes.

Mr. Friedman further reasons that the size and complexity of the
Debtors' Chapter 11 cases warrant an extension of the exclusive
periods.  For the fiscal year ended January 29, 2011, the Debtors
recorded net sales of approximately $2.3 billion.  The Debtors
are current on their administrative obligations and continue to
pay their bills as they come due, he adds.  "Essentially,
granting an extension of the Exclusive Periods will not give the
Debtors unfair leverage over creditor constituencies," he assures
the Court.

The Court will consider the Debtors' request on June 2, 2011.
Objections are due no later than May 26.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes to Reject Seattle's Best Licensing Pact
---------------------------------------------------------------
Borders Group Inc. and its affiliates seek the Bankruptcy Court's
authority to reject a master licensing agreement between Borders,
Inc. and Seattle's Best Coffee, LLC, effective as of June 30,
2011.

The Licensing Agreement provides the Debtors with the rights to
operate SBC stores at Borders stores.  SBC stores feature coffee,
tea, and espresso beverages, whole bean coffee, related hardware
items, food, and other items.

The Licensing Agreement also obligates the Debtors to pay certain
fees, purchase certain goods and supplies directly from SBC, and
incur other expenses in connection with SBC Stores opened by
Borders, including, but not limited to, royalties.  "These
expenses are at times excessive and have contributed to the
Licensing Agreement being unprofitable for the Debtors,"
according to Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York.  "As a result of the Licensing
Agreement, the Debtors are unable to reduce their supply costs
for the cafes in their retail stores by purchasing comparable
productions from other sources."

The Debtors project that they will lose at least $10 million
annually on the Licensing Agreement over its remaining term.

Against this backdrop, the Debtors ascertain that they can
improve profitability by rejecting the Licensing Agreement and
operating coffee cafes in certain of their retail stores on their
own or through another provider.

The Debtors intend, within 45 days after the effective date of
the rejection of the Licensing Agreement, to cease operating
their cafes as SBC Stores and using any of SBC's trademarks.  The
Debtors specifically plan to will (i) remove all menu boards with
SBC branding, and (ii) modify or remove any SBC-proprietary
equipment.  Each of the locations will operate as Borders-branded
locations unless the Debtors enter into an arrangement with a
third party cafe operator.  The Debtors estimate that it will
take no longer than 45 days for all of the SBC Stores to be de-
branded.

Notwithstanding the rejection of the Licensing Agreement, the
Debtors do not intend to terminate their cafe licenses with the
various applicable municipalities, which licenses currently
provide that the business is "Borders, Inc. d/b/a Seattle's Best
Coffee," before those licenses otherwise expire.  It would be
extremely burdensome and costly to the Debtors' estates to obtain
new licenses, Mr. Glenn reasons.

Accordingly, the Debtors seek that the Court not misconstrue the
proposed rejection of the Licensing Agreement, as a matter of
bankruptcy law, to terminate, or require amendment or
modification of, any of the Debtors' Business Licenses to operate
cafes.

The Court will consider the Debtors' request on June 2, 2011.
Objections are due no later than May 26.

In a supporting declaration, Holly Felder Etlin, Borders' senior
vice president for restructuring, tells Judge Glenn that
continued compliance with the terms of the Licensing Agreement
would be highly burdensome to the Debtors and their estates.

                       *     *     *

An attorney for several of Borders' landlords said his clients
agree with the bookstore chain's move to reject the SBC Licensing
Agreement, Reuters reports.

"Borders told us they wanted to expand the cafe offering beyond
just coffee and snacks that really only make sense in the
morning," Reuters quoted Robert L. LeHane, Esq., of Kelley Drye &
Warren LLP, counsel to the landlords as saying.  "Most customers
visit Borders in the afternoon and evening, so we agree with the
move."

For Seattle's Best, the move would mean the closure of more than
200 of its roughly 350 remaining cafes, Reuters relates.  The
report notes that SBC already lost 200 cafes when Borders boarded
up several stores before filing for bankruptcy.  SBC spokesperson
Jenny McCabe maintained that the company has "a very significant
business outside of Borders that is fast growing and has a lot of
momentum," the report relays.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes to Reject 100 Executory Contracts
---------------------------------------------------------
Borders Group Inc. and its units seek the Bankruptcy Court's
permission to reject 100 executory contracts as of June 2, 2011.
The contracts proposed to be rejected include water cooler leases,
linen rental agreements, maintenance agreements and security
agreements related to the closing stores, and certain other
contracts for services no longer required by the Debtors.

A schedule of the 100 contracts for rejection is available for
free at http://bankrupt.com/misc/Borders_ContractRejSched.pdf

The Debtors disclose that in the 12 months before the Petition
Date, they paid an aggregate of $9.4 million to counterparties to
the contracts for rejection for services under those agreements.

The Debtors further ask Judge Glenn to approve these uniform
procedures to govern the future rejection of the remaining
contracts:

(1) The Debtors will file on the docket for their Chapter 11
     cases a notice setting forth the proposed rejection of one
     or more Contracts, and will serve the Rejection Notice via
     Federal Express or other overnight mail delivery service
     and e-mail or fax on: (i) the non-Debtor counterparty; (ii)
     counsel to the Official Committee of Unsecured Creditors;
     (iii) counsel to the DIP Agents; and (iv) the U.S. Trustee
     for Region 2.

(2) The Rejection Notice must set forth:

      (i) the contract to be rejected;

     (ii) the name and address of the counterparties to that
          contract;

    (iii) the proposed effective date for the rejection of each
          Contract;

     (iv) the deadlines and procedures for filing objections to
          the Rejection Notice, which must state that, although
          no party is required to object to the proposed relief,
          if no objection is timely filed and served, the Court
          may grant the proposed relief;

     (iv) notice of the bar date for claims arising from the
          rejection of the contracts if the motion to reject is
          granted with respect to those contracts; and which
          complies with Rule 6006(f) of the Federal Rules of
          Bankruptcy Procedure.

     All Rejection Notices will be accompanied by a copy of the
     order granting the Motion to Reject.

(3) If party-in-interest objects to the Debtors' proposed
     rejection of a Contract, that party must file and serve a
     written objection so that the objection is filed with the
     Court and actually received by these parties no later than
     10 days after the date the Rejection Notice is filed: (i)
     counsel to the Debtors; (ii) the U.S. Trustee,; (iii)
     counsel to the Creditors' Committee; and (iv) counsel to
     the DIP Agents.

(4) If no objection to a Rejection Notice is timely filed and
     served, the applicable Contract will be deemed rejected on
     the effective date set forth in the Rejection Notice, or,
     if no date is set forth, the date the Rejection Notice is
     filed with the Court.  If a timely objection to a Rejection
     Notice is filed and received in accordance with the
     Rejection Procedures, and not withdrawn or otherwise
     resolved, the Debtors will schedule a hearing on the
     objection and will provide at least five days' notice of
     that hearing to the objecting party and the Objection
     Notice Parties.

(5) Claims arising from the rejection of Contracts must be
     filed, on or before the later of (i) the deadline for
     filing proofs of claim established by the Court in the
     Debtors' Chapter 11 cases, or (ii) 45 days after the
     Rejection Date.  If no proof of claim is timely filed, the
     claimant will be forever barred from asserting a claim for
     rejection damages and from participating in any
     distributions that may be made in connection with these
     Chapter 11 cases.

(6) If the Debtors have deposited funds with a Contract
     counterparty as a security deposit or other arrangement,
     the Contract counterparty may not setoff or otherwise use
     the deposit without the prior authority of the Court or
     agreement of the parties.

In connection with the proposed Rejection Procedures, the Debtors
also seek to execute and deliver all instruments and documents,
and take other actions as may be necessary or appropriate to
implement and effectuate the Rejection Procedures as approved by
the Court and that entry of the sought order be without prejudice
to the Debtors' right to seek further, other, or different relief
regarding the Contracts.

The Court will consider the Debtors' request on June 2, 2011.
Objections are due no later than May 26.

Borders Senior Vice President for Restructuring Holly Felder
Etlin filed with the Court a supporting declaration, noting that
the compliance with the terms of the Contracts to be rejected
would be unnecessary and burdensome to the Debtors and their
estates.

                        About Borders Group

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

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

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

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

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

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

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

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


BPP TEXAS: Disclosure Statement Hearing Set for July 11
-------------------------------------------------------
BPP Texas, LLC, and its debtor affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Texas, Sherman
Division, a Joint Chapter 11 Plan of Reorganization and a
disclosure statement explaining the Plan.

The cornerstone of the Plan is an orderly sale by the Debtors of
the Hotels over a period of four years after the Effective Date,
which sale process the Debtors will commence immediately.  The
Debtors believe they can sell the Hotels over four years and
generate enough sale proceeds to the pay the Lender in full, and
leave funds available for other creditors.  The Plan is a "sales"
plan under which the Debtors commit to sell the Hotels, and use
the net proceeds to repay the Lender, Citizens Bank of
Pennsylvania.

The Plan provides that, in the meantime, the Debtors would pay the
Lender interest under the Plan at 4.25%.  The Hotels will generate
sufficient net operating income to make the interest payments to
the Lender.  However, to ensure the same, the Plan Funder, BPP
Plan Funding, LLC, has agreed to guarantee interest payments under
the Plan to the Lender, and to provide an irrevocable letter of
credit to the Lender to secure the guarantee.

As the Debtors sell Hotels, the Debtors' revenue will decrease,
according to the Plan.  However, the Debtors have determined that
they can sell many of the Hotels in the first two years of the
Plan without a material loss of net operating income, since most
of the Hotels sold during the first two years would be Hotels will
little to no net operating income.  Thus, these Hotels can be used
to repay principal with no loss of net operating income, which
would continue to be used to pay interest to the Lender, principal
and interest for Secured Tax Claims, and ordinary operating
expenses and future taxes.  As the Debtors sell the better
performing Hotels, mainly in years 3 and 4 under the Plan, the
Debtors will have a decline of net operating income and therefore
a reduced ability to pay interest to the Lender.  However, by that
time the Debtors will have repaid a significant amount of
principal to the Lender, which would result in lower interest
payments.  The net operating income at all times will be
sufficient to pay said interest, in light of reduced interest
payments from lower principal.

Furthermore, the Debtors will accumulate cash in the first two
years of the Plan, which will remain with the Debtors to ensure
full payment to the Lender.  An additional benefit of this orderly
sale process is that all of the Hotels are appreciating in value,
and will continue to appreciate during the life of the Plan, the
Debtors tell the Court.  The better performing Hotels will
appreciate more rapidly in value.  Therefore, by holding the
better performing Hotels towards the second half of the term of
the Plan, not only are the Debtors able to ensure sufficient net
operating income to the pay the Lender and other claims, but the
Debtors will be able to maximize the value of the Hotels for the
benefit of everyone, Joseph J. Wielebinski, Esq., at Munsch Hardt
Kopf & Harr, P.C., in Dallas, Texas, says.

On the front end of the Plan, the Debtors would use the cash on
hand -- approximately $3 million on the Effective Date -- and the
additional $1 million of Plan Funding, to pay Administrative
Claims, Priority Claims, Cure Claims, and 50% of Class 6 Unsecured
Claims, with the balance paid at the conclusion of the sale
process.  FFC Capital Corporation the Guarantors subordinate their
claims, if any, under the Plan to provide additional benefit to
non-insider creditors.  The $1 million in Plan Funding and the
subordination of claims would not be possible outside the Plan,
Mr. Wielebinski tells the Court.

According to the Plan, the Plan Funder is an insider of the
Debtors.  It will loan the Debtors $1 million and will guarantee
the interest to the Lender on a deeply subordinated basis, meaning
that it will not be repaid for its Plan Funding and its Interest
Guarantee unless and until all other creditors are paid in full.
Thus, under the Plan all Claims, except potentially Class 7
Subordinated Claims, are paid in full, with interest, within four
years of the Effective Date, with many of those claims paid in
full or in large part shortly after the Effective Date.  The
benefits of the Plan to all creditors are therefore obvious,
especially for Unsecured Creditors: only as a going concern, with
the Hotels open for business, together with the sales of Hotels
during the four year term of the Plan, do the Debtors generate any
income while preserving going-concern value and thus any ability
to repay their unsecured obligations to their Creditors in full;
conversely, a liquidation of the Debtors will likely result in no
recovery for the vast majority of Creditors, Mr. Wielebinski
points out.  The Plan therefore represents the best mechanism to
obtain the best and promptest return to all Creditors, especially
unsecured Creditors, the Debtors assert.

The hearing to consider approval of the Disclosure Statement is
scheduled for July 11, 2011, at 10:30 a.m.

                        About BPP Texas

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

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

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


BRIARWOOD CAPITAL: Ch. 11 Trustee to Sell Stake in HCC and Lennar
-----------------------------------------------------------------
Leslie T. Gladstone, the Chapter 11 Trustee for Briarwood Capital
LLC, asks the U.S. Bankruptcy Court for the Southern District Of
California to authorize the private asset sale; and compromise of
controversy embodied in the settlement agreement dated April 29,
2011.

The Briarwood trustee proposes to sell any and all interests the
Briarwood bankruptcy estate has in HCC Investors, LLC, and Lennar
Bridges.  Pursuant to the proposed Settlement Agreement, Lennar
agreed to purchase the Briarwood bankruptcy estate's interests in
HCC and Lennar Bridges for $4 million.

The Briarwood Trustee believes that a payment of $4 million for
the estate's interests in HCC and Lennar Bridges constitutes fair
value for the assets and will allow for a meaningful distribution
to creditors.

Additionally, the Briarwood trustee relates that the sale will
facilitate a global settlement of claims with Lennar and the
Briarwood bankruptcy estate's largest creditors and to liquidate
any interest the estate has in HCC and Lennar Bridges.

The trustee proposes a June 2, 2011, hearing on its request to
sell interests in HCC and Lennar Bridges.

                 The Proposed Settlement Agreement

The Settlement Agreement was entered among the Briarwood trustee,
Lennar Corporation, Lennar Homes of California, KBR Group, LLC,
KRMW REal Estate Investment Group, LLC, and City National Bank,
including the Gordon & Holmes Settlement and Release Agreement
among the Briarwood trustee, Lennar, KBR, KRMW,CNB, and Gordon &
Holmes, Frediric Gordon, and Rhonda Holmes.

The material terms of the Settlement Agreement, include:

   -- Lennar will pay $4 million to the Briarwood Trustee in
      exchange for any and all interests in HCC held by the
      Briarwood Estate and any and all interests in Lennar Bridges
      held by the Briarwood Estate.  Within five business days
      after the Agreement date, Lennar will pay the Briarwood
      Trustee $500,000, which payment will be nonrefundable.
      Lennar will pay the Briarwood Trustee the remaining
      $3,500,000 on the Effective Date.

   -- The Briarwood Trustee will deliver to Lennar requests or
      stipulations for dismissals with prejudice of: (i)
      Briarwood's appeal of the Bridges Action, (ii) the
      Lakes/McCrink Action, (iii) the HCC action, (iv) the Florida
      Action Stay Adversary Proceeding, and (v) the HCC Adversary
      Proceeding.

   -- The Briarwood trustee will seek to retain Gordon & Holmes as
      special litigation counsel.  This agreement was made on the
      express condition that Gordon & Holmes will waive any and
      all claims for fees, costs or expenses for providing
      services to the Briarwood and Marsch bankruptcy estates
      under its Contingency Fee Agreement.

             About Nicolas Marsch, Briarwood and Colony

Based in Rancho Santa Fe, California, Briarwood Capital, LLC's
primary business prepetition was land acquisition and organizing
financing for real estate development.  Briarwood filed for
Chapter 11 bankruptcy protection on Feb. 23, 2010 (Bankr. S.D.
Calif. Case No. 10-02677).  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International, LLC -- Colony I -- (Bankr. S.D.
Calif. Case No. 10-02937) and Colony Properties International II,
LLC -- Colony II -- (Bankr. S.D. Calif. Case No. 10-03361) also
filed for Chapter 11.

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on Feb. 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

The cases are separately administered.  Jeffry A. Davis, Esq., at
Mintz Levin Cohn Ferris Glovsky & Popeo, represents the Debtors in
their restructuring efforts.  In July 2010, the Court held that
Mintz Levin was ineligible to represent the estates of Mr. Marsch,
Briarwood and Colony Properties, or any two of them.  Chapter 11
trustees have been appointed in each of the cases.

Richard M. Kipperman serves as the Chapter 11 trustee for Colony
Properties International, LLC and Colony Properties International
II, LLC; and Leslie T. Gladstone serves as the Chapter 11 trustee
for Briarwood.


BRIGHAM EXPLORATION: To Sell $300MM of 6 7/8% Sr. Notes Due 2019
----------------------------------------------------------------
Brigham Exploration Company and the Company's subsidiaries entered
into a purchase agreement with Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Credit Suisse Securities (USA) LLC, as
representatives of the purchasers, in which the Company agreed to
issue and sell to the Purchasers $300 million aggregate principal
amount of the Company's 6 7/8% Senior Notes due 2019 at a purchase
price to the Purchasers of 98.125% of the principal amount of the
Senior Notes.  The Guarantors agreed to guarantee payment of the
Senior Notes.

The offering of the Senior Notes was made only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended and to non-U.S. persons outside
the United States in compliance with Regulation S under the
Securities Act.  The Senior Notes were not registered under the
Securities Act or the securities laws of any other jurisdiction.
In the Purchase Agreement, the Company and the Guarantors made
customary representations and warranties and agreed to indemnify
the Purchasers against various liabilities, including certain
liabilities with respect to the Company's offering memorandum
relating to the Senior Notes.  The closing of the sale of the
Senior Notes occurred May 19, 2011.  A copy of the Purchase
Agreement is available for free at http://is.gd/HR9aPU

In connection with the sale of the Senior Notes, the Company
entered into a Registration Rights Agreement, dated May 19, 2011,
among the Company, the Guarantors and the Purchasers, which
provides the holders of the Senior Notes certain rights relating
to the registration of the Notes under the Securities Act.
Pursuant to the Registration Rights Agreement, the Company agreed
to conduct a registered exchange offer for the Senior Notes or
cause to become effective a shelf registration statement providing
for the resale of the Senior Notes.  The Company is required to
file an exchange offer registration statement not later than 210
days after May 19, 2011, and use reasonable best efforts to cause
such Registration Statement to become effective within 360 days
after May 19, 2011.  If the exchange offer is not consummated
within 400 days following May 19, 2011, or upon the occurrence of
certain other contingencies, the Company will file a shelf
registration statement to cover resales of the Senior Notes by
holders who satisfy certain conditions relating to the provision
of information in connection with the shelf registration
statement.  If the Company fails to comply with certain
obligations under the Registration Rights Agreement, it will be
required to pay liquidated damages in the form of additional cash
interest to the holders of the Senior Notes.

The Senior Notes were issued pursuant to an indenture entered into
on May 19, 2011, with Wells Fargo Bank, National Association, as
trustee.  The terms of the Senior Notes are governed by the
Indenture, which contains affirmative and negative covenants that,
among other things, limit the Company's and the Guarantors'
ability to incur additional debt, pay dividends on or make other
distributions on stock, purchase or redeem stock or subordinated
indebtedness, make investments, create liens, enter into
transactions with affiliates, sell assets and merge with or into
other companies or transfer substantially all of its assets.  The
Indenture also contains customary events of default.  Upon the
occurrence of certain events of default, the Trustee or the
holders of the Senior Notes may declare all outstanding Senior
Notes to be due and payable immediately.

The Company will pay interest on the Senior Notes on June 1 and
December 1 of each year, beginning December 1, 2011. The Senior
Notes will mature on June 1, 2019.

The Senior Notes will be redeemable, in whole or in part, on or
after June 1, 2015, at the redemption prices set forth in the
Indenture.  The Company may redeem up to 35% of the Senior Notes
before June 1, 2014, with the net cash proceeds from certain
equity offerings.  Additionally, the Company may redeem some or
all of the Senior Notes prior to June 1, 2015, at a price equal to
100% of the principal amount of the Senior Notes plus a make-whole
premium.  If certain transactions that constitute a change of
control occur at any time prior to June 1, 2012, the Company may
redeem all of the Senior Notes at a price of 110% of the principal
amount of the Senior Notes, plus accrued and unpaid interest.
Additionally, if a change of control occurs at any time during the
term of the Senior Notes, the Company may be required to
repurchase the Senior Notes at a price of 101% of the principal
amount of the Senior Notes, plus accrued and unpaid interest.
With certain limited exceptions, the Senior Notes will be
guaranteed by all of the Company's existing and future domestic
subsidiaries.  The Senior Notes and the guarantees will be the
Company's general, unsecured obligations and will rank equally in
right of payment with the Company's existing and future senior
indebtedness, rank senior to all of the Company's future
subordinated indebtedness and be effectively junior in right of
payment to all of the Company's and the Guarantors' existing and
future secured indebtedness.

                     About Brigham Exploration

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

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

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

                         *     *     *

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


CAESARS ENTERTAINMENT: Wins Consents to Amend Credit Facilities
---------------------------------------------------------------
Caesars Entertainment Corporation reported that its wholly owned
subsidiary, Caesars Entertainment Operating Company, Inc.,
received the requisite consents required for the previously
announced amendment to the Borrower's senior secured credit
agreement and the Borrower and the Company entered into an
agreement to provide for the amendment of the Credit Agreement.
Pursuant to the Amendment Agreement, lenders under the Credit
Agreement have agreed to (i) extend the maturity of approximately
$800 million aggregate principal amount of their B-1, B-2 and B-3
term loans to Jan. 28, 2018, and (ii) convert approximately $425
million aggregate principal amount of their revolver commitments
into Extended Term Loans.  The lenders who elected to convert
their revolver commitments into Extended Term Loans will have
their existing revolver commitments extinguished simultaneously
with the making of such Extended Term Loans at closing.  The
effectiveness of the Amendment Agreement and the extension of the
loans thereunder is subject to the reaffirmation of the security
under the Credit Agreement and other customary closing conditions.

                    About Caesars Entertainment

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

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

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

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



CAPSALUS CORP: Delays Filing of First Quarter Financials
--------------------------------------------------------
Capsalus 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 did
not obtain all information prior to filing date and attorney and
accountant could not complete the required legal information and
financial statements and management could not complete
Management's Discussion and Analysis of such financial statements
by May 16, 2011.

                       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.

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.

The Company has not generated any operating revenues from its
continuing operations, and as of Dec. 31, 2010, it had incurred a
cumulative consolidated net loss from inception of $30.66 million.

The Company's balance sheet at Dec. 31, 2010 showed $4.53 million
in total assets, $5.72 million in total liabilities, all current,
$1.45 million in long-term debt obligations, net of current
portion, and a $2.64 million of total stockholders' deficit.

As reported by the TCR on April 21, 2011, 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.


CATHOLIC CHURCH: Wilmington Plan Disclosures Get Approval
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued its
tentative approval of the Catholic Diocese of Wilmington Inc.'s
disclosure statement explaining its Second Amended Chapter 11 Plan
of Reorganization at a hearing held May 16, 2011, Bloomberg News
reports.

The disclosure statement says that the average payment to a
sexual abuse claimant would be $509,000 under the global plan.
In aggravated cases, a payment could run as much as $3 million.

Several parties have filed objections to the Disclosure
Statement.  Judge Christopher S. Sontchi said that if the parties
are unable to work out details on the disclosure statement, he
will hold another hearing today, May 20, 2011.

Judge Sontchi, however, says that he is willing to approve the
Disclosure Statement after certain revisions are made, like the
clarification of the Diocese's plans for paying pensions to
priests, including confirmed child abusers, The Republic reports.

As noted by the Archdiocese's attorneys at the hearing, Douglas
Dempster and John Sarro, two confirmed child abusers, will have
their pensions reinstated under the Plan.

Judge Sontchi also wants the Diocese to disclose how much
individual parishes are contributing to the settlement of claims
and how much they'll receive from a certain shared pooled
investment account.  In addition, he wants the Diocese to clarify
the extent legal claims are released by the parishes as part of
the settlement.

Judge Sontchi denied the request of certain creditors for the
Diocese to disclose the net worth of its parishes.

"I don't believe that it would be helpful or necessary to supply
the net worth numbers for the parishes, on a parish-by-parish
basis," The Republic quotes Judge Sontchi as saying.

He backs his decision by saying that it is difficult to perform a
valuation analysis on a church property.

At the end of the hearing, the Diocese expressed its desire to
submit a revised Disclosure Statement at a later date.

At the hearing, church officials also agreed to turn over
documents disclosing how the Diocese handled child abuser
priests, many of which were allowed to continue long before their
abuse was known.

                Disclosure Statement Objections

Prior to the Court's entry of its tentative approval, the
Unofficial Committee of 99 State Court Abuse Survivors; Joseph
Curry, the holder of an Allowed General Unsecured
Survivor Claim; and the Official Committee of Lay Employees of
the Catholic Diocese of Wilmington, Inc., asked the Court to deny
approval the Disclosure Statement.

The Abuse Survivors objected to the integration clause of the
Plan, saying it adversely affects the Disclosure Statement in
that it would bar all prior agreements, writings, discussions and
other evidence from being used to determine the meaning and
interpretation of provisions of the Plan and the Disclosure
Statement.

"In essence, the Diocese seeks to be able to interpret provisions
as it wishes, unhinged from the strenuous negotiations and
discussions which led to those same provisions.  In essence, this
is a 'trust me' provision.  Unfortunately for the Diocese, trust
is earned and it has done nothing to earn such trust," Thomas S.
Neuberger, Esq., at the Neuberger Firm P.A., in Wilmington,
Delaware said.

Mr. Neuberger pointed to an ambiguous provision in the Disclosure
Statement which explains that the pensions for the Diocese's
priest employees are being reaffirmed.  However, he added, it is
unclear whether those specific priest employees who raped and
sexually abused young children are receiving the same treatment.

"The subject of such abuser pensioners was extensively litigated
before this Court, before reaching an ultimate resolution when
the Diocese agreed to cease all such pension payments to such
wrongdoers," Mr. Neuberger contended.

The Abuse Survivors and Mr. Curry also complained that there is
insufficient information in the Disclosure Statement regarding
contributions of purported Non-Debtor Catholic Entities.  They
argued that the Disclosure Statement does not specify what
consideration, if any, these entities are providing in exchange
for the releases.  There is also insufficient disclosure to
explain why or how the injunction applies to the parishes co-
defendants, they added.

One common question regularly raised by individual Abuse
Survivors is why they should release the parish defendants given
the Diocese's prior statements before the Court that the parishes
are separate and independent legal entities, Mr. Neuberger
argued.  He said a breakdown by contributor would answer this
question and provide the Abuse Survivors the information they
need to make an informed decision in voting for or against
confirmation.

The Abuse Survivors and Mr. Curry further noted that the Non-
Debtor Catholic Entities have not been specifically named, nor
have their contributions been defined or itemized, nor have their
assets been analyzed or disclosed.  Without this information, the
Disclosure Statement and eventually the Second Amended Plan of
Reconfirmation are merely a vehicle for the Non-Debtor Catholic
Entities to discharge the debts without filing bankruptcy, they
argued.

According to Mr. Neuberger, there are several professionals
necessary to effect the terms of the settlement agreement between
the abuse survivors and the Diocese.  He pointed out that the
Disclosure Statement appears to indicate that the Trustee and
Claims Reviewer are to be paid from the Settlement Trust.  "That
such an expense was to be borne by the Settlement Trust and the
abuse survivors was never agreed upon," Mr. Neuberger maintained.

The Abuse Survivors, hence, asserted that the Disclosure
Statement and the Plan should be modified to reflect that the
Diocese pays for the professional expenses, as it has done for
all professional fees during the pendency of the bankruptcy
proceeding.

Meanwhile, the Lay Employees' Committee argued that the
Disclosure Statement and Plan only essentially resolves Survivor
Claims.

" The Debtor's original plan of reorganization, while not perfect,
would at least have accomplished a chief objective of Chapter 11:
equal treatment for similarly-situated creditors," Donald J.
Detweiler, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware
says.  He added that "the Second Amended Plan sacrifices this
objective under the guise of a 'global' settlement that in fact
applies only to Survivor Claims."

The Lay Employees' Committee asserted that the Plan is
discriminatory and not capable of being confirmed as there is:
(1) an impaired class (Lay Pension Claims), (2) multiple other
classes of the same general unsecured priority, and (3) a
difference in the proposed treatment for the classes that results
in a materially lower percentage recovery for the dissenting
class, and an allocation of materially greater risk to
the dissenting class.

In addition, Mr. Detweiler contended that the Disclosure
Statement should, among other things:

  * provide more adequate information about the Lay Pension
    Plan, and the rights of the Lay Employees under the Lay
    Pension Plan;

  * provide adequate information as to how the Debtor arrived at
    the $47.190 million estimate for the Lay Pension Claims;

  * make clear that the Second Amended Plan contains no
    affirmative obligations for the Debtor or Reorganized Debtor
    to assume or reaffirm the Debtor's obligations under the Lay
    Pension Plan;

In a subsequent filing, the Lay Employees' Committee told the
Court that the Most Reverend W. Francis Malooly sent a letter
directly to the Lay Employees in order to "reassure" them about
the treatment of their pension benefits under the proposed Plan.
However, the letter raises a number of issues that were not
disclosed in the Disclosure Statement and need to be brought to
the Court's attention.

Mr. Detweiler says that the Letter discloses, among others, that:

  * the Lay Employee Pension Plan will be frozen this year.  No
    new members will be enrolled, and current members will
    accrue no further benefits.  Nowhere in the Disclosure
    Statement is this critical information disclosed.  Instead,
    the Disclosure Statement claims that the Reorganized Debtor
    will voluntarily "reaffirm" the pension plan -- a statement
    that is highly likely to mislead Lay Employees into
    believing that they will continue to accrue benefits just as
    they did before and during the bankruptcy;

  * there will be no defined-benefit pension plan for Lay
    Employees in the future.  Instead, the Debtor is considering
    retirement savings options like a 403(b) plan -- the type of
    plan that Lay Employees would have to fund with their own
    money.  Again, the Disclosure Statement says nothing about
    this.  A move from a defined-benefit pension plan to an
    employee-funded savings plan is a far cry from the
    "reaffirmation" described in the Disclosure Statement;

  * even with the $10 million the pension plan would receive
    under the Settlement Plan and an additional $2 million
    annually from the Diocese, the pension plan will only be
    able to fund benefits for ten years.  This is vital
    information that appears nowhere in the Disclosure
    Statement.  The Disclosure Statement should explain the
    basis for the 10-year projection and the calculations used
    to reach this conclusion; and

  * "the plan pledges the diocese to increase its annual
    contribution to the pension fund to a minimum of $2
    million."  The Plan does not obligate the Debtor or
    Reorganized Debtor to the funding -- and the Disclosure
    Statement makes no mention of it.  The Disclosure Statement
    should disclose the purported additional pledge of $2
    million per year, as well as the source of the anticipated
    funding.  Moreover, it is not clear how that the Debtor will
    be able to fund $2 million to the pension fund by the end of
    calendar year 2011, as suggested in the Bishop's letter.

        Creditors' Committee's Response to Lay Employees

The Official Committee of Unsecured Creditors asked the Court to
overrule The Lay Employees' Committee's objection.

" This bankruptcy case was filed for one reason and one reason
only: the Diocese was responsible for horrendous sexual abuse of
the children under its care," Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, told
the Court.  "[T]he Lay Employees are not entitled to and never
were entitled to any minimum funding of their pension plan," she
asserted.

"The Lay Employees demand money that they simply are not entitled
to receive and their demand will be at the expense of sex abuse
survivors who have suffered most of their lives waiting for the
Diocese to take responsibility for the failure of its clergy and
its employees to protect the children who were entrusted to
them," Ms. Jones further argued.

"The Lay Employees Committee's lip service to the global
settlement with the abuse survivors belies its real goal:
derailing the global settlement and prosecution of litigation at
the expense of the survivors while the pensioners continue to get
their monthly checks," Ms. Jones argued.

To the extent that the Objection carries any weight with the
Court, the Diocese should amend the Second Amended Plan to
provide a choice for the Lay Employees: accept the Plan or the
Diocese will terminate the Lay Pension Plan and pay in full of
the amounts due to the Lay Employees pursuant to the termination
provisions of the Lay Pension Plan, Ms. Jones told the Court.

If the Diocese is unwilling to put that choice to its employees
and the employees of related Catholic entities, the Creditors
Committee asks that the Court "sua sponte" terminate the
Diocese's plan exclusivity so that the Creditors' Committee can
file a plan that contains the treatment.

Ms. Jones also contended that the pension benefits have not been
impaired because the Lay Pension Plan is an ongoing plan that has
continued to operate during the bankruptcy.  She points out that
while the Lay Pension Plan may be underfunded, the underfunding
does not equate to a reduction in any participant's benefit
because no participant's benefit has gone unpaid and every month,
the retirees have received their checks.

Ms. Jones further contends that substantially all of the Lay
Employee Committee's constituents are not even the Diocese's
employees.  She explains that the contributing employers to the
Lay Pension Plan are not part of the bankruptcy, and
independently have obligations arising out of plan underfunding,
if such obligations even exist at all.  "The Lay Employees should
be looking to their employers and not to the Debtor," Ms. Jones
concluded.

                 Diocese's Response to Objections

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, says that the objections to the
Disclosure Statement consist of (i) several substantive,
factual objections to the Plan wrongly asserted as legal, "patent
unconfirmability" objections, (ii) several ostensible requests
for additional disclosure that collaterally attack provisions of
the Plan, (iii) a number of requests for information that is
unnecessary or already available to the objecting party via other
means, and (iv) a handful of legitimate requests for additional
disclosure, to which the Debtor is agreeable.

Mr. Patton notes that with respect to the Lay Employee
Committee's objections to the Plan, the Debtor and the Lay
Employee Committee have both asked further mediation by Judge
Gross under the mediation orders previously entered by the Court.
He adds, however, that the pendency of these Plan objections and
the fact that negotiations will resume should not stand in the
way of approval of the Disclosure Statement, which contains more
than adequate information for lay pensioners to decide whether to
vote in favor of the Plan.

The Lay Employee Committee's objection appears to be directed
entirely to the "Settlement Plan" alternative under the Plan, and
that the Lay Employee Committee appears to openly endorse the
"pot plan" represented by the "CDOW-Only Plan" alternative, in
which substantially all open issues in the case would be resolved
via post-confirmation litigation, Mr. Patton noted.

He notes that the Debtor agrees to add disclosure regarding all
of the Lay Employee Committee's stated objections to confirmation
of the Settlement Plan.

Mr. Patton says that the Debtor, however, hopes that, consistent
with the Lay Employee Committee's support for a "pot plan"
throughout its objection, any letter from the Lay Employee
Committee to be included in the solicitation packages would state
that, notwithstanding the reservations and objections the Lay
Employee Committee has with respect to confirmation of the Plan
as a Settlement Plan, the Lay Employee Committee agrees with the
Debtor that, if the Plan is not confirmed as a Settlement Plan,
then confirmation as a "CDOW-Only Plan" is the only viable
alternative for resolution of the Chapter 11 case.

With regard to the other objections, Mr. Patton contends that the
disclosure statement hearing should not be converted into a
premature hearing on plan confirmation and the court must be
careful so as not to convert disclosure statement hearing into
confirmation hearing.

Mr. Patton asserts that the objections relating to the
substantive provisions of the Plan are meritless but, at any
rate, are best left for the confirmation hearing itself.  He says
that at the current stage, only the adequacy of the information
in the Disclosure Statement needs to be addressed.

He points out that Mr. Curry's objection to the third-party
releases appears premised in large part upon his mistaken reading
of Section VIII of the Disclosure Statement stating that, if the
Plan is confirmed as a "CDOW-Only Plan," the amount of cash
available for distribution to holders of Survivor Claims could be
materially less than estimated by the Debtor in the Disclosure
Statement.

"This is a fact of life under the CDOW-Only Plan scenario,
which contemplates a fully litigated result of all open issues in
the case, but it has nothing whatsoever to do with the amount of
cash that would be available for distribution to holders of
Survivor Claims if the Plan is confirmed as a Settlement Plan,"
Mr. Patton says.

In a Settlement Plan, the Settlement Trust will be funded with
$77.425 million in cash, for the sole benefit of holders of
Survivor Claims.  The amount of the initial cash contribution to
the Settlement Trust is fixed by the Plan, not estimated by the
Debtor as in the three "CDOW-Only Plan" scenarios discussed in
the Disclosure Statement.

With regard to the Abuse Survivors' objection, Mr. Patton says
that the necessity of the Integration Provision is illustrated by
the Unofficial Committee's own objection to the Disclosure
Statement.  For instance, he says, despite the fact that the
Settlement Term Sheet signed by counsel for the Unofficial
Committee makes specific provision for the claim of survivor John
Vai, which treatment is mirrored in the Plan, the Abuse Survivors
refer to some nebulous "pre-agreement agreement" between counsel
for the Debtor and their counsel as to the treatment of Mr. Vai's
claim, upon which the Debtor supposedly has "reneged."

Despite the fact that the Settlement Term Sheet did not
explicitly address the payment of Settlement Trust professionals,
and in no way addressed clergy pensions, the allocation of the
lump-sum settlement consideration among the Non-Debtor Catholic
Entities, or the payment of professionals in connection with the
Debtor's voluntary, non-monetary undertakings, the Abuse
Survivors nonetheless asks the Court to modify the applicable
provisions of the Plan to conform it to the Unofficial
Committee's understanding of how things "should" work.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Wilmington Removal Period Extended to July 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has further
extended through July 25, 2011, the period within which The
Catholic Diocese of Wilmington, Inc. may remove various civil
actions pending as of the Petition Date.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Milwaukee Proposes Bar Dates for Filing Claims
---------------------------------------------------------------
The Archdiocese of Milwaukee asks the Bankruptcy Court to set:

  -- August 1, 2011, as the date by which all entities including
     governmental units, holding prepetition claims, including
     prepetition claims entitled to administrative expense
     status, but excluding Victims/Survivors Claims, must file
     proofs of claim -- the general bar date;

  -- September 15, 2011, as the date by which all Claims of
     Victims/Survivors must be filed -- the Victims/Survivors
     Bar Date;

  -- the later of: (i) the General Bar Date, or (ii) the date
     that is 28 days after entry of an order approving the
     rejection of an executory contract or unexpired lease
     pursuant to which the entity asserting a rejection damages
     claim is a party, as the rejection bar date in connection
     with the Debtor's rejection of executory contracts or
     unexpired leases; and

  -- the later of (a) the General Bar Date, or (b) 28 days after
     the holder of a claim is served with notice that the Debtor
     amended its Schedules to identify, reduce, delete, or
     change the amount, priority, classification, or other
     status of a claim as the date for filing claims affected by
     the Debtor's amendments of its Schedules of Assets and
     Liabilities or Statements of Financial Affairs.

Due to the nature of the information that is asked from
Victim/Survivor Claimants, the Debtor seeks approval of a
confidentiality protocol.  Victims/Survivor Claimants should not
file a Victim/Survivor Proof of Claim Form with the Court.
Instead, the original and two copies of each Victim/Survivor
Proof of Claim Form must be sent to the Debtor, c/o:

         Whyte Hirschboeck Dudek S.C.
         Attn: Daryl L. Diesing
         555 East Wells Street, Suite 1900,
         Milwaukee, Wisconsin 53202-3819

Victim/Survivor Proof of Claim Forms submitted by
Victims/Survivors will not be available to the general public
unless a Victim/Survivor affirmatively indicates his or her
desire that the proof of claim be made public in Part 1 of the
Victim/Survivor Proof of Claim Form.  The Confidentiality
Protocol is for the benefit of the Victims/Survivors.
Accordingly, Victims/Survivors may elect to make any of the
information contained in a Victim/Survivor Proof of Claim public
even if they elected to file the Proof of Claim confidentially.

In addition to being available in English, the Victim/Survivor
Proof of Claim Form will also be available in Spanish and Hmong
because of the large Hispanic and Hmong communities in the
geographic territory of the Debtor.  Accordingly, the Debtor
seeks authority to retain and compensate any translation services
that might be needed to translate the Victim/Survivor Proof
of Claim Forms into Spanish and Hmong from English and to
translate any completed Victim/Survivor Proof of Claim Forms into
English from Spanish or Hmong.

Parties not wishing the Court to grant the Debtor's request must
file objections on or before May 20, 2011.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Milw. Plan Filing Exclusivity Extended to Nov. 1
-----------------------------------------------------------------
The Archdiocese of Milwaukee sought and obtained an order from the
United States Bankruptcy Court for the Eastern District of
Wisconsin extending its exclusive periods to:

(a) file a Chapter 11 plan of reorganization through and
     including Nov. 1, 2011; and

(b) solicit acceptances of that plan through and including
     Jan. 2, 2012.

The Archdiocese's Exclusive Plan Filing Period expires today,
May 4, 2011.

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization for a period
of 120 days after the Petition Date.  Section 1121(d) permits the
Court, for cause, to extend the Exclusive Plan Filing Period to a
maximum length of 18 months after the date of the order for
relief, and to extend the Exclusive Solicitation Period to a
maximum length of 20 months.

Mr. Diesing contends that there are significant unresolved issues
in the bankruptcy case, including the scope of the estate and the
availability of insurance proceeds to help fund a reorganization
plan.  He also notes that the Archdiocese is not in a position to
formulate a plan because the claims bar dates in the case have not
yet been established or passed.

The Official Committee of Unsecured Creditors has only begun the
evaluation of the Archdiocese's assets and liabilities and it is
not in a position to make an informed decision on a plan that
might be proposed by the Archdiocese, Mr. Diesing also contends.
He assures Judge Kelley that the Archdiocese is not seeking an
extension to delay recoveries to the creditors or forcing them to
accede to the Archdiocese's demands, but to use the opportunity to
focus on resolving key issues that will make formulating a plan
possible, while continuing to maintain an open dialogue with
creditor constituencies.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CC MEDIA: 12 Directors Elected at Annual Meeting of Stockholders
----------------------------------------------------------------
CC Media Holdings, Inc., held its annual meeting of stockholders
on May 17, 2011.  The Company's stockholders elected each of the
twelve nominees for directors to serve until the next Annual
Meeting of Stockholders or until his successor will have been
elected and qualified:

   (1) David C. Abrams
   (2) Irving L. Azoff
   (3) Steven W. Barnes
   (4) Richard J. Bressler
   (5) Charles A. Brizius
   (6) John P. Connaughton
   (7) Blair E. Hendrix
   (8) Jonathon S. Jacobson
   (9) Ian K. Loring
  (10) Mark P. Mays
  (11) Randall T. Mays
  (12) Scott M. Sperling

The advisory resolution on executive compensation was approved.

At the Annual Meeting, the selection of Ernst & Young LLP as the
independent registered public accounting firm of the Company for
the year ending Dec. 31, 2011 was ratified.

                 About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc.  CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.

The Company's balance sheet at March 31, 2011, showed $16.94
billion in total assets, $24.22 billion in total liabilities and a
$7.28 billion total shareholders' deficit.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CELL THERAPEUTICS: Implements 1-for-6 Reverse Stock Split
---------------------------------------------------------
Cell Therapeutics, Inc., has filed with the U.S. Securities and
Exchange Commission, Borsa Italiana and the offices of CTI's
Italian branch a Current Report on Form 8-K relating to the
amendment of CTI's Amended and Restated Articles of Incorporation
to implement the 1-for-6 reverse stock split announced on May 6,
2011.  The Reverse Stock Split was effective on May 15, 2011.

As a result of the amendment to the Articles of Incorporation,
effective on May 15, 2011, CTI's total number of authorized shares
was decreased from 1,210,000,000 shares to 201,666,666 shares;
CTI's total number of authorized shares of common stock was
decreased from 1,200,000,000 shares of common stock to 200,000,000
shares of common stock; and CTI's total number of authorized
shares of preferred stock was decreased from 10,000,000 shares of
preferred stock to 1,666,666 shares of preferred stock.

A full-text copy of the Amendment to Amended and Restated Articles
of Incorporation is available for free at http://is.gd/BOucaf

                      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.


CEMTREX, INC: Reports $240,900 Net Income in March 31 Quarter
-------------------------------------------------------------
Cemtrex, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $240,885 on $3.25 million of revenue for the three months ended
March 31, 2011, compared with a net loss of $157,300 on $1.01
million of revenue for the same period during the prior year.  The
Company also reported net income of $385,101 on $5.07 million of
revenue for the six months ended March 31, 2011, compared with a
net loss of $190,216 on $1.90 million of revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.63 million in total assets, $5.16 million in total liabilities,
and a $531,295 total stockholders' deficit.

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

                        http://is.gd/kI7HMj

                        About Cemtrex, Inc.

Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing
and selling the most advanced instruments for emission monitoring
of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc.  Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally.  The Company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state governmental agencies.

As reported in the Troubled Company Reporter on Jan. 21, 2011,
Gruber & Company, LLC, in Saint Louis, Mo., expressed substantial
doubt about Cemtrex's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a negative equity and negative working capital.


CENTRAL TEXAS: Moody's Assigns Ba1 Rating to 2011 Revenue Bonds
---------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 to the Senior Lien
Revenue Bonds, Series 2011 and a Ba1 to the Subordinate Lien
(third lien) Revenue Bonds, Series 2011 the Central Texas Regional
Mobility Authority (CTRMA or authority) issued to finance Phase II
of the Manor Expressway (US 290) toll road project. The rating
outlook is stable.

The Baa3 rating is based on adequate forecasted coverage of debt
service by pledged revenues, reasonable traffic and revenue growth
assumptions for a growing service area with Aaa-rated governments;
a fixed price construction contract and standard legal covenants
as well as an adopted toll plan of annual CPI-based toll rate
increases. Substantial available unrestricted reserves and the
availability of Texas Department of Transportation (TxDOT) equity
grant for the US 290 project grants are additional credit
strengths. At this time, the rating is challenged by ongoing
construction risk, which though managed adequately will exist for
the medium term, and the continued need to leverage a system that
is still relatively new and being developed.

The US 290 project faces limited competition as there is no
highway east-west connection between SH-130 to east and IH-35 to
west in north central Austin. SH-130 is a major north-south
alternative to IH-35 and is projected to meet the needs of the
growing service area. The existing US 290 road is currently
congested with average speeds at peak travel times at
approximately 40% of the posted limit. The existing road also has
traffic signals which increase travel times.

After US 290 ramp-up through 2016 transaction growth is forecasted
to average 5% annually and revenue growth 7.9% annually with
scheduled annual toll increases of 3%.

Management's base case forecast shows minimum senior DSCR of 2
times and a minimum of 1.3 times for all debt. Moody's estimates
that the project can withstand an annual 50% cut in base case
transaction growth rates and still provide for a minimum of 1.6
times senior DSCR and a minimum of 1.3 times DSCR for all debt.

USE OF PROCEEDS: The 2011 senior and subordinate revenue bonds
will fund construction of Phase II of Manor Expressway/US 290, a
6.2 mile toll road with three lanes in each direction; refinance
$32.9 million State Infrastructure Bank (SIB) loan and $60 million
outstanding 2010 revenue notes issued to provide interim project
financing and cash-fund the Debt Service Reserve Fund (DSRF) for
both senior and subordinate bonds. The senior bonds will have a
30-year term, with capitalized interest through 2015-11 months
after estimated project completion. The subordinate lien bonds are
payable on a third lien basis following the payment of senior lien
and junior lien debt service. There is no junior lien debt
currently outstanding.

The authority and TxDOT have executed two Financial Assistance
Agreements for the US 290 project that provides for TxDOT to make
$128.9 million available in quarterly payments over a period of
five fiscal years. A portion of the funds are to be used to pay
costs of construction the Manor Expressway Project and the
remaining amount will be used to offset interest of the senior and
subordinate lien bonds for several years. The TxDOT Grant Funds
are not subject to repayment but the authority is required to use
surplus revenues, if any, from the project to pay costs of other
transportation projects in an amount up to the amount of the funds
granted.

LEGAL SECURITY: Net revenues of toll road system, consisting
primarily of toll road revenues.

INTEREST RATE DERIVATIVES: None.

STRENGTHS

* The authority's initial Phase I 183A project is completed and
  traffic and revenue are tracking the 2004 financing forecast for
  183A. Phase I construction was completed on time and under
  budget

* The service area is rapidly growing suburban areas north of City
  of Austin (rated Aaa), Williamson (rated Aa1) and Travis
  counties (rated Aaa) with a relatively stable economy anchored
  in state government, higher education, healthcare and high
  technology industries

* The 183A and US290 toll roads provide some travel time savings
  due to heavily congested non-toll frontage road alternatives-all
  with traffic signals

* The financing forecast is based on reasonable traffic and
  revenue growth assumptions that are lower than historic
  population and employment growth rates and lower than Capital
  Area Metropolitan Planning Organization (CAMPO) forecasts.
  Projected toll revenues provide ample projected debt service
  coverage of senior bonds and adequate coverage of subordinate
  bonds

* The bonds have satisfactory rate covenants and additional bonds
  tests as well as cash funded DSRFs for both senior and
  subordinate lien bonds

* CTRMA has rate-setting autonomy and toll rates are scheduled to
  increase annually based on CPI starting on January 1, 2013

* Strong cash position with board target of one year of operations
  in unrestricted balances

CHALLENGES

* Some construction risk remains for 183A Phase II and significant
  risks remain for US290, though these are substantially mitigated
  by design-build, lump-sum, fixed-price construction contracts;
  acquisition of nearly all needed right-of-way and project
  contingencies

* Limited history of tolling in the Central Texas area; traffic
  ramp-up is somewhat dependent on ramp-up on other toll roads in
  the area constructed by Texas Turnpike Authority (TTA) though
  thus far actual performance in line with forecast

* Parallel frontage roads will remain open and non-tolled for both
  183A and US290,

* Toll rates will be relatively high for the region at 24 cents
  per mile for 183A in 2013 and at 26 cents per mile in 2015 for
  US 290 when Phase II is completed

* CTRMA has been identified as lead agency to develop 5 new
  projects in the service area with a preliminary cost estimate of
  $2.4 billion. All projects but one have been designated by the
  Capital Area Municipal Planning Organization (CAMPO) as eligible
  to be included as part of the CTRMA Turnpike System. Designation
  of a system projects must be by official act of the CTRMA board
  of directors. There are two projects that are going through
  environmental assessment: Mopac/Loop 1 and 183 South. The
  earliest financing for Mopac/Loop 1 would be in mid- 2014 and
  the project is estimated to cost $212 million with reportedly
  $69 million of equity committed from TxDot. The costs and
  feasibility of 183A South are still being determined

* The regional economy has experienced a slowdown, affecting high
  tech industries in particular, though the Austin area is
  recovering faster than many areas and the March unemployment
  rate of 6.8% is below both state and national levels

SERVICE AREA ECONOMY

The Austin service area should continue to support population and
economic growth above the national average. Moody's Economy.com
expects population to grow at a yearly rate of 3% and employment
to grow at a compound rate of 3% over the next five years.
Similarly, assumptions (from CAMPO) used to forecast transaction
and revenues also assume compound growth rates of 3% for both
population and employment.

Austin's recovery from the recession has slowed down slightly due
to effects of the state government deficit. The area's economic
growth is also reliant on growth in high-tech industries. However,
this industry has and continues developing strongly. For example,
Samsung has an ongoing $3.6billion semiconductor plant expansion
(2.3 million square feet) in the US 290 corridor that will employ
3,000 people. In addition Facebook is planning to expand to 200
people and to hire 200 people and eBay plans to add 1,000 jobs
over 10 years in Austin.

Construction of US290 Phase II is budgeted at $426 million. The
authority has entered into a comprehensive development agreement
(CDA) with Webber, LLC, a subsidiary of Ferrovial. Key milestones
are October 2012 for the Phase I/Phase II-Interim Milestone, with
revenue service forecasted to begin in January 2013 per the
traffic and revenue forecast, and Phase II completion (full-build)
in February 2014 with revenue opening in January 2015. The
construction contract is a lump sum, fixed-price contract with the
majority of risk elements (completion and cost overruns)
transferred to the developer under the CDA, except ROW, which is
currently 92% acquired by CTRMA for full build. The contract
contains a warranty for up to 5 years on major project elements
and a contingency of $17.2 million (8.3% of contract):
$12.2million allocated for construction and $5 million for ROW.

Phase I of the 183A toll road project was completed for revenue
operation on schedule in March 2007 and about $6 million under
budget.

The authority converted to all electronic toll collection (ETC) on
December 1, 2008 and approximately 75% toll tag penetration of its
customer base has reduced operating costs and makes toll
adjustments easier. Monthly toll transactions for 2011 are
averaging nearly 2.6% above 2010 levels through March. The first
programmed toll increase of 20 cents was implemented on January 1,
2010 and another is planned for 2012 concurrent with the opening
of 183A Phase II. The current toll policy calls for annual toll
adjustments based on CPI beginning on January r 1, 2013, which are
projected to average 3% through 2035.

The CTRMA has strong liquidity, with 780 days cash on hand as of
the end of FY 2010 and $19.4 million unrestricted cash on hand
(includes $8.4 million general fund; $900,000 revenue fund and
$10.4 million operating fund balances) plus cash-funded DSRFs and
another $57 million in construction funds as of as of April 2011.

Total transactions grew 4% in FY 2010 and are up 2.6% for FY 2011
through March. The DSCR for FYs 2010 and 2009 was 2.2 times and
1.74 times, respectively.

Management's base case forecast shows minimum senior DSCR of 2
times and a minimum of 1.3 times for all debt. Moody's estimates
that the project can withstand an annual 50% cut in base case
transaction growth rates and still provide for a minimum of 1.6
times senior DSCR and a minimum of 1.3 times DSCR for all debt.
After US 290 ramp-up through 2016, transaction growth is
forecasted to average 5% annually and revenue growth 7.9% with
scheduled annual toll increases of 3%.

In Moody's opinion, the forecasted coverage ratios are supported
by reasonable assumptions regarding traffic and revenue growth as
well as operating expense growth.

The authority has a $77.6 million TIFIA bond outstanding. Interest
on the TIFIA bond accrues at an annual rate of 4.69% with interest
payable January 1 and July 1, commencing January 1, 2012.
Principal payments on the loan amortize from 2012 through 2042,
and are subordinate to senior lien bonds. While there are triggers
for the TIFIA loan to 'spring' to senior lien status, these are
limited to bankruptcy related events and payment defaults. The
TIFIA bond does not have a DSRF.

BACKGROUND

CTRMA is the lead regional transportation planning and financing
agency in the Austin Metro Area for highway improvement projects.

The authority built and operates the US 183A Project Phase I and
is currently building Phase I. The 183A project is 11.6 mile
limited access toll road roughly parallel to existing US 183
northwest of the City of Austin, connecting at its southern end to
the western end of SH 45. The 183A and US 290 CTRMA projects are
part of an integrated system of new toll roads in the greater
Austin area. Three other projects in the area were financed as the
Central Texas Turnpike System (CTTS rated Baa1) through debt
issued by the Texas Turnpike Authority (TTA).

The authority is governed by a seven-member Board of Directors.
The chairman is appointed by the Governor. The County
Commissioners of Travis and Williamson counties each appoint three
board members.

The last rating action with respect to the CTRMA was on February
11, 2010, when Moody's assigned a Baa3to the authority's Series
2010 senior lien bonds.

The principal methodology used in this rating was State and Local
Government-Owned Toll Facilities in the United States published in
March 2006.
Outlook

The rating outlook is stable at Baa3 for the senior bonds and Ba1
for the subordinate bonds.

What could change the rating - UP

The bond rating could be positively impacted by traffic and
revenue that exceeds the base case forecast beyond the ramp-up
period, and provides higher than forecasted debt service coverage.
Completion of the US 290 project ahead of schedule and below
budget also could have a positive impact on the rating.

What could make the rating go - DOWN

The rating could be pressured downward by recurrence of economic
downturn in the service area economy that would depress forecasted
traffic and revenue growth significantly below forecasts and
reduce DSCR below 1.5 bonds for senior bonds and below 1.2 times
for subordinate bonds. The rating could also face downward
pressure from the addition of a large amount of debt for new
projects that are not fully supported by new revenues.

KEY INDICATORS:

Type of toll road: Multi-asset start-up toll road

Project completion: 183A Phase II: 2015; US 290Phase II: 2014

Projected toll rate, 183A:24 cents/mile at Phase II completion

Projected toll rate, US 290:26 cents/mile at Phase II completion

Actual Population CAGR 2000-2010: [1]2.5%

Forecast Population CAGR: [1]2.3%

Forecast AAG transaction growth, 2016-2035:5% [2]

Forecast AAG revenue growth:, 2016-20357.9%[2]

FY 2009 Senior Lien DSCR: 1.74x

FY 2010 Senior Lien DSCR: 2.2x

Base Case Forecast Minimum Senior Lien DSCR: 2.0x

Base Case Forecast Minimum Total DSCR: 1.3x

Moody's Case Forecast Minimum Senior Lien DSCR:[3] 1.63x

Moody's Case Forecast Minimum Total DSCR:[3]1.13x

[1] Service area counties of Williamson, Travis, Hays

[2] Post ramp-up: 2016-2035

[3] Cuts Manor traffic growth by 50% annually

Issuer Contacts:

Mike Heiligenstein, Executive Director, 512-996-9778

Bill Chapman, Chief Financial Officer 512-450-6284

The last rating action with respect to the CTRMA was on February
11, 2010, when Moody's assigned a Baa3to the authority's Series
2010 senior lien bonds.

The principal methodology used in rating the CTRMA bonds was
"State and Local Government Owned Toll Facilities in the United
States," which can be found at www.moodys.com in the Credit Policy
and Methodologies directory, in the Ratings Methodologies
subdirectory. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Credit Policy and Methodologies directory.


CENTURA LAND: Seeks to Hire Quilling as General Cousel
------------------------------------------------------
Centura Land Corporation seeks permission from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Quilling,
Selander, Lownds, Winslett & Moser, P.C. as general counsel.

Quilling Selander has agreed to, among other things:

   (a) furnish legal advice to the Debtor with regard to its
       powers, duties and responsibilities as a debtor-in-
       possession and the continued management of its affairs
       and assets under chapter 11;

   (b) prepare, for and on behalf of the Debtor, all necessary
       applications, motions, answers, orders, reports and other
       legal papers; and

   (c) prepare a disclosure statement and plan of reorganization
       and other services incident thereto;

QSLWM will charge the Debtors' estates in accordance with its
customary hourly rates.  The firm's hourly rates are:

      Personnel                     Hourly Rate
      ---------                     ----------
      Shareholders                  $275 to $400
      Associates                    $150 to $275
      Paralegals                     $50 to $105

Plano, Texas-based Centura Land Corporation, fka IORI Centura,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex.
Case No. 11-41041) on April 1, 2011.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million as of the Chapter 11 filing.


CHINA TEL GROUP: Incurs $8.34-Mil. First Quarter Net Loss
---------------------------------------------------------
China Tel Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $8.34 million on $204,371 of revenue for the three months ended
March 31, 2011, compared with a net loss of $7.27 million on
$222,819 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$7.41 million in total assets, $28.91 million in total
liabilities, all current, $35,949 in mandatory redeemable Series B
common stock, and a $21.53 million total stockholders' deficit.

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

                        http://is.gd/1a7iIo

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

As reported by the TCR on April 21, 2011, Mendoza Berger &
Company, LLP, in Irvine, California, 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 incurred a net loss of $56,041,182 for
the year ended Dec. 31, 2009, cumulative losses of $165,361,145
since inception, a negative working capital of $68,760,057, and a
stockholders' deficit of $63,213,793.


CITRUS MEMORIAL: Fitch Downgrades Ratings on Bonds to 'BB+'
-----------------------------------------------------------
As part of its ongoing surveillance review process, Fitch Ratings
has downgraded these bonds issued by the Citrus County Hospital
Board (Citrus Memorial Health Foundation, Inc.), on behalf of
Citrus Memorial Hospital (CMH) to 'BB+' from 'BBB'.

   -- $40.3 million series 2002

The Rating Outlook is revised to Negative from Stable.

Rating Rationale:

   -- The downgrade reflects a sharp deterioration in CMH's
      financial profile due to an ongoing dispute with the Citrus
      County Hospital Board (CCHB) which collected $9.3 million in
      tax revenue in fiscal 2010, of which $1.6 million was
      remitted to CMH. This resulted in a $7.5 million operating
      loss (-4.3% operating margin) for fiscal 2010;

   -- CMH's financial profile is no longer reflective of an
      investment grade rated entity with weak liquidity metrics,
      negative operating profitability and weak debt service
      coverage;

   -- The Outlook revision to Negative reflects the risks and
      uncertainties surrounding the acrimonious relationship
      between CCHB and CMH and CMH's ability adjust operations to
      maintain profitability without the benefit of its historical
      tax revenue stream.

What Could Trigger a Downgrade?

   -- Further decline in balance sheet and profitability metrics.

Security: The series 2002 bonds are secured by a pledge of gross
revenues of the Foundation.

Credit Summary:

The rating downgrade to 'BB+' and Outlook revision to Negative
reflect the impact and future uncertainty over property tax
receipts that historically been levied by CCHB and received by
CMH. Citrus Memorial Health Foundation (Foundation) operates CMH
under a long-term lease with the CCHB. When the lease was
executed, CCHB entered into a hospital care agreement, which
stated that CCHB would provide funds to the Foundation to assist
in meeting the cost of providing medical services to the residents
of Citrus County through its ability to levy ad valorem taxes as
an independent special district in Citrus County. The CCHB can
levy taxes up to 3 mills of assessed value. The CCHB has reduced
the milage rate to 0.25 mills for fiscal 2011 from 1 mill in
fiscal 2010 and 1.5 mils in fiscal 2009

Furthermore, the CCHB began withholding tax revenue from CMH in
2009. Of the $12 million of tax revenue in fiscal 2009, CCHB
withheld $1.2 million. In 2010, CCHB collected $9.3 million in
taxes and withheld all but $1.6 million from CMH. As result, CMH
posted a $7.4 million operating loss (-4.3% operating margin) and
just $5.4 million of EBITDA. With MADS of $4.9 million, coverage
was just 1.1 times (x) in 2010 which nearly triggered a violation
of its debt service coverage covenant. In addition to the non-
receipt of tax revenue CMH also experienced volume declines which
negatively impacted 2010 profitability.

In response, management has implemented a 40 FTE reduction in
force, closure of unprofitable physician clinics, and froze its
defined benefit pension plan. While expense reductions have
narrowed the operating loss, CMH recorded a negative 0.5%
operating margin ($488,000 operating loss) and 4.9% operating
EBITDA margin (inclusive of $1 million of tax receipts that have
booked but not received) through the six month interim period
ended March 31, 2011. Management is budgeting a $1.2 million
operating loss for 2011 that includes $2 million of tax receipts.

CMH's balance sheet is weak with unrestricted cash and investments
of $36.5 million translating into 86.5 days cash on hand, a 7.6x
cushion ratio, and 65.2% cash to debt at March 31, 2011. Liquidity
has declined over the last several years as management made
several large expenditures for a rehabilitation business in the
service area, a new diagnostic center, and hired several general
surgeons. Additionally, management implemented new billing
software in 2011, which led to delayed cash collections.

Additional negative credit factors include CMH's competitive
service area, unfavorable payor mix, and weak service area
characteristics. Despite CMH's leading market position of 35.9%,
its next closest inpatient competitor is Seven Rivers Regional
Medical Center, which holds a 23.8% market share. The service area
also includes several imaging and surgery centers that compete for
outpatient care. In 2010, clinic visits decreased to 158,060 from
160,197 in 2009 and in 2011, outpatient surgeries are trending
down to 1,546 from 1,720 in the prior period. Overall, CMH's
service area is relatively weak economically with high
unemployment and below average wealth and income levels. Citrus
County unemployment was 13.2% as of February 2010 according to the
U.S. Bureau of Labor Statistics. CMH's payor mix is primarily
composed of governmental payors (Medicare and Medicaid; 75.6% of
gross revenues), which presents exposure to federal and/or state
programmatic modifications or funding reductions.

Fitch will continue to monitor the situation and legal proceedings
between CMH and the CCHB. Future rating action will be strongly
influenced by the disposition of the dispute with CCHB. Release of
tax revenues collected in 2010 and 2011 combined with continued
receipt of tax support to fund operations would be viewed
positively. However, negative rating pressure could occur if there
is further deterioration in financial performance or balance sheet
metrics due to the on-going fallout (e.g. increased legal fees,
negative impact on patient or medical staff recruitment, etc) from
the dispute between CCHB and CMH.

Total debt was $57.2 million in 2010, of which nearly two-thirds
was fixed-rate. The $9.2 million series 2006 bonds are a private
placement with SunTrust Bank and the bank can put the debt back to
the hospital with a 366 day notice. Fitch views this as a
potential risk especially if CMH's financial profile worsens.

CMH is a 198-bed community hospital located in Inverness, FL.,
approximately 75 miles north of Tampa. In 2010, CMH had $172.4
million in total operating revenues.

Disclosure: CMH covenants to provide quarterly disclosure by
written request to bondholders who hold more than $1 million in
bonds and distributes annual financial statements to the Municipal
Securities Rulemaking Board's EMMA system.


CLEARWIRE CORP: To Transfer Management of 4G Network to Ericsson
----------------------------------------------------------------
Clearwire Corporation announced a seven-year, managed services
partnership that will transfer the day-to-day management of
Clearwire's 4G network to Ericsson and allow Clearwire to realize
operational efficiencies and reduce operating costs.

"Clearwire's effort to reduce costs and maximize efficiency while
delivering a high quality mobile broadband service to our
customers extends to all parts of our business," said Erik Prusch,
Clearwire's chief operating officer.  "By engaging Ericsson, a
proven leader in managed network services, we can achieve those
objectives, and benefit from their extensive global expertise and
best-practices developed while serving clients around the world."

"We greatly appreciate the tireless contributions the talented
people on our network services team have made in building
Clearwire's 4G network and laying the foundation for our success,"
Prusch continued.  "We are pleased they will have new
opportunities within Ericsson to support our customers, and
further position Clearwire as the leader in mobile broadband."

Key aspects of the partnership include:

   * Clearwire retains ownership of all network assets and full
     responsibility for future technology and strategy decisions.

   * Ericsson will be responsible for network engineering,
     operations and maintenance, including field services, 24X7
     network monitoring, end-to-end engineering, provisioning and
     routine maintenance.

   * Clearwire will remain the primary point of contact for all
     interactions with customers, wholesale partners and equipment
     vendors.

   * Approximately 700 Clearwire employees are expected to begin
     performing their network functions as Ericsson employees in
     locations around the United States before mid-year 2011.
"The responsibility for network engineering, operations and
maintenance of one of the leading mobile broadband networks in
North America is one that Ericsson takes very seriously," said
Angel Ruiz, head of Ericsson's North American operations.  "We
look forward to welcoming the Clearwire employees to Ericsson and
appreciate the unique skills and expertise they bring to our
company."

"This managed services partnership is the next logical step for
both Clearwire and Ericsson, one that will have significant near -
term and long-term benefits for Clearwire's employees, customers,
retail distributors and investors," observed Berge Ayvazian,
Senior Consultant with Heavy Reading.  "It also represents
Ericsson's second managed services contract in the U.S., building
on the Network Advantage agreement that has already delivered
major operational and economic benefits for Sprint."

In 2009, Ericsson entered into a similar network management
partnership with Sprint, Clearwire's largest shareholder and
wholesale partner.  Ericsson's experience and track record for
success in Managed Services will also offer Clearwire an
efficient, cost-effective way to manage its network.  Ericsson has
invested more than $1 billion in state-of-the art tools, processes
and global best practices.  The networks that Ericsson manages for
operators serve over 800 million subscribers worldwide.  In
addition, Ericsson provides 24/7 tech support to operators for
well over two billion subscribers.

                    About Clearwire Corporation

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

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

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

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

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

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

                           *     *     *

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

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


COATES INTERNATIONAL: Incurs $543,300 First Quarter Net Loss
------------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $543,269 on $0 of revenue from research and
development for the three months ended March 31, 2011, compared
with net income of $452,564 on $850,000 of revenue from research
and development for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.94 million in total assets, $4.04 million in total liabilities,
and a $1.10 million in total stockholders' deficiency.

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

                        http://is.gd/rvXu9z

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

The Company reported a net loss of $1.05 million on $159,000 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $806,756 on $0 of sales during the prior year.

Meyler & Company, LLC, in Middletown, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
continues to have negative cash flows from operations, recurring
losses from operations, and a stockholders' deficiency.


COMCAM INTERNATIONAL: Incurs $554,000 Net Loss in First Quarter
---------------------------------------------------------------
ComCam International, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $553,995 on $1.38 million of net revenues for the
three months ended March 31, 2011, compared with a net loss of
$285,949 on $947,540 of net revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.49 million in total assets, $2.14 million in total liabilities,
and $350,911 in total stockholders' equity.

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

                        http://is.gd/0LPhVL

                    About ComCam International

West Chester, Pa.-based ComCam International, Inc. is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks.  The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.

The Company reported a net loss of $1.35 million on $3.55 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $430,648 on $24,086 of revenue during the prior year.

As reported by the TCR on April 21, 2011, Pritchett, Siler &
Hardy, P.C., 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 ComCam International, Inc., and Subsidiary has incurred
substantial losses and has a working capital deficit.


COMCAM INTERNATIONAL: Board OKs Restated Pact with Shareholders
---------------------------------------------------------------
ComCam International, Inc., on Feb. 21, 2011, executed an accord
and satisfaction agreement with Robert Betty and Feng Brown, the
former shareholders of Pinnacle Integrated Systems, Inc., in
connection with the satisfaction of the outstanding terms of its
acquisition of Pinnacle as a wholly owned subsidiary on Dec. 30,
2009.

The Settlement satisfied in full the Company's remaining
obligation of $855,208 due to Shareholders in connection with the
acquisition of Pinnacle in exchange for a payment of $250,000 and
800,000 shares of the Company's common stock.  The issuance of the
shares was authorized by the Company on Feb. 21, 2011.

On March 24, 2011, the Company executed a restated accord and
satisfaction agreement with the Shareholders of Pinnacle which
Restated Settlement supersedes and replaces the Settlement.  The
Restated Settlement satisfied full the $855,208 due to
Shareholders in exchange for an aggregate payment of $415,000 and
the previously authorized 800,000 shares of the Company's common
stock.

The Restated Settlement was approved by the Company's board of
directors.

A full-text copy of the Restated Accord and Satisfaction Agreement
is available for free at http://is.gd/BKc5Tp

                     About ComCam International

West Chester, Pa.-based ComCam International, Inc. is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks.  The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.

The Company reported a net loss of $1.35 million on $3.55 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $430,648 on $24,086 of revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.49 million in total assets, $2.14 million in total liabilities,
and $350,911 in total stockholders' equity.

As reported by the TCR on April 21, 2011, Pritchett, Siler &
Hardy, P.C., 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 ComCam International, Inc., and Subsidiary has incurred
substantial losses and has a working capital deficit.


COMPLIANCE SYSTEMS: Incurs $143,000 Net Loss in First Quarter
-------------------------------------------------------------
Compliance Systems Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $142,818 on $0 of revenue for the three months ended
March 31, 2011, compared with a net loss of $653,045 on $0 of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $23,261 in
total assets, $2.76 million in total liabilities and a $2.73
million total stockholders' deficiency.

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

                        http://is.gd/wrmKo1

                      About Compliance Systems

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance helps telemarketing operators ensure compliance in
the highly regulated, strictly enforced Do-Not-Call and other
telemarketing guidelines environment.  Execuserve provides
organizations, who are hiring employees, with tests and other
evaluation tools and services to assess and compare job
candidates.

The Company reported a net loss of $684,840 on $0 of revenue for
the year ended Dec. 31, 2010, compared with a net loss of $1.52
million on $0 of revenue during the prior year.

As reported by the TCR on April 18, 2011, Holtz Rubenstein
Reminick LLP, in Melville, 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 suffered continued losses from
operations since inception, and as of Dec. 31, 2010, had
stockholders' and working capital deficiencies of $2,582,378
and $2,488,921, respectively.

This concludes the Troubled Company Reporter's coverage of
Compliance Systems Corporation until facts and circumstances, if
any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


CORROZI-FOUNTAINVIEW: Wants to Sell Condo Units to Pay DIP Loan
---------------------------------------------------------------
Corrozi-Fountainview, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to sell its condominium units and to use the
proceeds from the sale to paydown the DIP financing facility the
Debtor intends to obtain.

Out of abundance of caution, and maintain transparency, the Debtor
seek permission to sell the condominium units free and clear of
liens, claims and encumbrances.

In a separate motion, the Debtor asks Court approval on the
proposed DIP financing facility.

The Debtor's real estate in Newark, Delaware was divided into two
construction projects.  One involves the erection of three
condominium buildings, each containing 64 units.  The primary
secured lender on the project is PNC Bank, N.A.  Two of the
condominium buildings have been completed and approximately 100 of
the units have been sold.  The third condominium building is about
40% complete.  Construction was slowed to a standstill when PNC
refused to fund further draws on its construction loan.  The
second project involves the construction of 25 townhomes.  The
primary secured lender for the project is Artisan's Bank.  The
relief of stay was lifted on Aug. 20, 2010.

The Debtor will pay, at closing and from the proceeds of the sale
of each unit, contractors, who have the ability to assert a
mechanic's lien claim against the unit.  RSSIAM LLC, a contractor
owned and operated by the Debtor's members, will receive 8.5% of
the sale proceeds.

The Debtor will also pay PNC 8.5% or $8,410 pursuant to the terms
of the proposed DIP financing facility.

The Debtor propose a hearing on their requested condominium units
sale on May 31, 2011, at 10:00 a.m.

                  About Corrozi-Fountainview, LLC,

Wilmington, Delaware-based Corrozi-Fountainview, LLC, a single
asset real estate, filed for Chapter 11 protection (Bankr. D. Del.
Case No. 10-11090) on March 31, 2010.  The Debtor disclosed
$15,962,545 in assets and $15,292,278 in liabilities as of the
Chapter 11 filing.


CORUS BANKSHARES: Creditors Object to Third Exclusivity Extension
-----------------------------------------------------------------
BankruptcyData.com reports that Corus Bankshares' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion seeking a third
extension of the exclusive period during which the Company can
file a Chapter 11 plan through and including Aug. 28, 2011.

According to BData, the committee asserts, "Nearly 11 months
already have been spent by the Debtor, the Committee, this Court
and other interested parties considering alternatives for the
resolution of this chapter 11 case - including alternatives very
similar to what now are being proposed by Tricadia (Tricadia CDO
Management, LLC). Under these circumstances, the Court already has
made clear (eight months ago) that only a 'powerful' reason would
justify further extensions of the Exclusive Periods."

                      About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on September 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.


COSTA DORADA: Taps Lugo Mender as Bankruptcy Counsel
----------------------------------------------------
Costa Dorada Apartments Corp. seeks permission to employ Lugo
Mender & Co. as its legal representative.

The firm's rates are:

     Wigberto Lugo Mender, Esq.           $265 per hour
     Associate Staff Attorney             $150 per hour
     Legal and Financial Assistants       $100 per hour

The firm has received $10,000 as retainer.  According to papers
filed in Court, the sum was generated by the Debtor from the
regular operations of its farm.

Wigberto Lugo Mender, Esq., attests that his firm has no
connection with the Debtors, the creditors, any party in interest,
their attorneys, their accountants and the U.S. Trustee's Office
or any person employed by said office, except that Wigberto Lugo
Mender, Esq. was an employee of the U.S. Trustee's Office until
September 15, 1995.  In addition, he is currently appointed to the
Panel of private trustees for the Judicial District of Puerto
Rico.

Wigberto Lugo Mender and his law firm are disinterested persons
within the definition provided by the Bankruptcy Code.

The firm may be reached at:

          Wigberto Lugo Mender, Esq.
          LUGO MENDER & CO.
          Centro Internacional de Mercadeo
          Carr. 165 Torre I Suite 501
          Guaynabo, PR 00968
          Tel: (787)707-0404
          Fax: (787)7007-0412
          E-mail: wlugo@lugomender.com

                   About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.
P.R. Case No. 11-03960) on May 10, 2011.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Carlos R. Fernandez Rodriguez, its
president.


COSTA DORADA: Sec. 341 Creditors' Meeting on June 17
----------------------------------------------------
The United States Trustee for the District of Puerto Rico will
convene a meeting of creditors in the bankruptcy case of Costa
Dorada Apartments Corp. on June 17, 2011, at 1:00 p.m. at 341
Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, San
Juan.

Proofs of Claim are due by Sept. 15, 2011. Government Proofs of
Claim are due by Nov. 8, 2011.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                   About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.
P.R. Case No. 11-03960) on May 10, 2011.  Wigberto Lugo Mender,
Esq., at Lugo Mender & Co., serves as bankruptcy counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.


CONVERSION SERVICES: Inks New Employment Agreement with CEO
-----------------------------------------------------------
Conversion Services International, Inc., entered into an
employment agreement with Lori Cohen, the Company's Chief
Executive Officer.

The Agreement is effective as of May 5, 2011, and terminates on
Dec. 31, 2012.  Either the Company or Ms. Cohen may terminate the
Agreement provided that the terminating party provides 30-day
written notice.  Under the terms the Agreement, Ms. Cohen will
receive a base salary of $275,000 per year and an annual incentive
bonus equal to 7.5% of the Company's annual net income.  Half of
the incentive bonus is to be paid in cash, and the remaining half
is to be paid in stock.  Ms. Cohen will also be entitled to
participate in any bonus plan, incentive compensation program or
incentive stock option plan or other employee benefits of the
Company and which are available to the five highest paid
executives of the Company, on the same terms and at the same level
of participation as the five highest paid executives of the
Company.

In the event the Company terminates Ms. Cohen without good cause,
for good cause or following a "change of control", Ms. Cohen may
be entitled to certain severance payments of benefits of up to six
months of base salary.

A full-text copy of the Employment Agreement is available for free
at http://is.gd/h4LoHw

                   About Conversion Services Int'l

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

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

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

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

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


CRYSTAL CATHEDRAL: Taps Lutzker & Lutzker as IP Counsel
-------------------------------------------------------
Crystal Cathedral Ministries asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Lutzker & Lutzker LLP as its special intellectual property
counsel.

The firm will be paid based on the hourly rates of its
professionals:

  Professionals                     Hourly Rates
  -------------                     ------------
  Arnold P. Lutzker, Esq.           $570
  Susan Lutzker, Esq.               $450
  Thomas Peterson, Esq.             $475
  Caroly Martin, Esq.               $425
  Allison Rapp, Esq.                $375
  Jeannette Maurer Carmadella, Esq. $270
  Joanne Crosby, Esq.               $190
  Law Clerks                        $135

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Court.

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.


CRYSTALLEX INT'L: To Hold Shareholders Meeting on June 22
---------------------------------------------------------
Crystallex International Corporation will hold its annual and
special meeting of the shareholders at 9:00 a.m. (Toronto time) on
Wednesday, June 22, 2011, at the Esso Theatre, Hockey Hall of
Fame, Brookfield Place, 30 Yonge Street, Toronto, Ontario M5E 1X8
for these purposes:

   1. to receive the audited consolidated financial statements of
      the Corporation for the year ended Dec. 31, 2010, together
      with the auditors' report thereon;

   2. to appoint auditors of the Corporation and to authorize the
      board of directors of the Corporation to fix their terms of
      engagement and remuneration;

   3. to elect directors of the Corporation;

   4. to consider and, if deemed advisable, to approve, by means
      of an ordinary resolution, an amendment to the new incentive
      share option plan to increase the maximum number of common
      shares issued and issuable thereunder by 3,000,0000 common
      shares;

   5. to consider and, if deemed advisable, to authorize, by means
      of a special resolution, an amendment to the articles of the
      Corporation to consolidate the issued and outstanding common
      shares of the Corporation, on the basis of a consolidation
      ratio of not more than one post-consolidation share for
      every ten pre- consolidation shares

   6. to consider and, if deemed advisable, to approve the sale of
      mining equipment of the Corporation; and

   7. to vote with respect to any amendments or variations to the
      foregoing matters and such other matters as may properly
      come before the meeting or any adjournment thereof.

The board of directors of the Corporation has fixed the close of
business on May 4, 2011, as the record date for determining the
shareholders of the Corporation entitled to receive notice of and
to vote at the Meeting and any adjournment thereof.

A full-text copy of the Management Information Circular is
available for free at http://is.gd/E5mYeE

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company's balance sheet at Sept. 30, 2010, showed
US$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.

"As at Sept. 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
US$100.00 million notes payable due on December 23, 2011."


CYTOCORE, INC: Incurs $498,000 Net Loss in First Quarter
--------------------------------------------------------
Cytocore, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $498,000 on $7,000 of net sales for the three months ended
March 31, 2011, compared with a net loss of $469,000 on $8,000 of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.91 million in total assets, $6.03 million in total liabilities,
all current, and a $4.11 million total stockholders' deficit.

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

                         http://is.gd/ElMWE3

                         About Cytocore Inc.

Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYOE)
-- http://www.cytocoreinc.com/-- is a biomolecular diagnostics
company engaged in the design, development, and commercialization
of cost-effective screening systems to assist in the early
detection of cancer.  CytoCore(R) is currently focused on the
design, development, and marketing of its CytoCore Solutions(TM)
System and related image analysis platform.  The CytoCore
Solutions(TM) System and associated products are intended to
detect cancer and cancer-related diseases, and may be used in a
laboratory, clinic, or doctor's office.

The Company reported a net loss of $2.09 million on $30,000 of net
sales for the year ended Dec. 31, 2010, compared with a net loss
of $3.55 million on $44,000 of net sales during the prior year.

As reported by the TCR on April 18, 2011, L J Soldinger Associates
LLC, in Deer Park, Illinois, said in its audit report on the
financial statements for the year ended Dec. 31, 2010, that the
Company's recurring losses from operations and resulting
dependence upon access to additional external financing, raise
substantial doubt concerning its ability to continue as a going
concern.


DAIS ANALYTIC: Incurs $3.28-Mil. First Quarter Net Loss
-------------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $3.28 million on $858,694 of revenue for the three
months ended March 31, 2011, compared with a net loss of $2.03
million on $407,312 of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $3.27
million in total assets, $11.35 million in total liabilities and a
$8.08 million total stockholders' deficit.

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

                        http://is.gd/IPc14a

                        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.

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.


DBSD N.A.: Full-Payment Plan Set for June 30 Confirmation
---------------------------------------------------------
DBSD North America Inc. received approval for the disclosure
statement explaining the revised Chapter 11 plan that pays all
creditors in full, with $280 million left over for the owner, ICO
Global Communications Holdings Inc.  Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that the hearing to confirm
the plan is set for June 30.  The full-payment plan resulted from
the auction process where first-lien creditor Dish Network Corp.
raised its offer to $1.49 billion from about $1 billion.  The
bankruptcy judge approved the revised Dish purchase agreement in
March.

Mr. Rochelle notes that there would have been no full recovery
were it not for a ruling by the U.S. Court of Appeals setting
aside DBSD's prior reorganization plan.  The bankruptcy judge had
confirmed the prior plan over negative votes from creditor classes
including Dish and Sprint-Nextel Corp.  Although the appeals court
upheld cramdown on Dish, cramdown on Sprint was reversed.  Dish
ultimately benefited from Sprint's victory in the 2nd U.S. Circuit
Court of Appeals because it got another opportunity to buy DBSD.

                    About DBSD North America

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

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

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

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

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

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


DEEP DOWN: Incurs $1.76-Mil. First Quarter Net Loss
---------------------------------------------------
Deep Down, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.76 million on $6.28 million of revenue for the three months
ended March 31, 2011, compared with a net loss of $2.50 million on
$6.27 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $30.08
million in total assets, $8.62 million in total liabilities and
$21.46 million in total stockholders' equity.

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

                       http://is.gd/raBRe0

                         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.

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.


DIGITILITI, INC: Incurs $909,700 First Quarter Net Loss
-------------------------------------------------------
Digitiliti, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, reporting a net loss
of $909,684 on $411,029 of revenue for the three months ended
March 31, 2011, compared with a net loss of $848,011 on $625,127
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.26 million in total assets, $2.64 million in total liabilities,
and a $1.38 million total stockholders' deficit.

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

                        http://is.gd/e60p7i

                      About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.

The Company reported a net loss of $6.41 million on $2.14 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $5.17 million on $3.19 million of revenue during the prior
year.

As reported by the TCR on April 18, 2011, MaloneBailey, LLP, 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 losses from operations and has a working
capital deficit.


DOT VN: Registrations of Vietnamese IDNs Exceed 150,000
-------------------------------------------------------
Dot VN, Inc., announced that since it's official launch of the
Vietnamese Native Language Internationalized Domain Names on
April 28, 2011, registrations have exceeded 150,000 domain names.

Each Vietnamese IDN registered will be bundled with a free Dot VN
web editor account which allows registrants to instantly create a
Web site by uploading up to 5 MB of their own content and images.
The web editor is set to launch by the end of the month and the
Company plans to upgrade the service in the near term with news
feeds from INFO.VN, communication tools, integration with a
forthcoming classified ad service and other applications still in
development.  Additionally, Dot VN plans to monetize each web
editor designed domain page with online advertising and banner
ads.

"As the master registrar of the Vietnamese IDNs, our goal with the
IDN program is to offer registrants everything they need to get
started using the internet immediately," said Dot VN President Lee
Johnson.  "Based on our current growth, it is possible that we may
surpass the total number of standard ".vn" registrations in the
coming weeks thereby effectively doubling the size of the
Vietnamese Internet.  In order to continue this trend, Dot VN will
redouble its efforts to provide the very best services and
applications to each and every customer of the Vietnamese native
language internet."

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at Jan. 31, 2011, showed $2.74 million
in total assets, $10.92 million in total liabilities and $8.18
million in total shareholders' deficit.

Dot VN reported a $7.3 million net loss on $1.1 million of
revenues for the fiscal year ended April 30, 2010, compared with a
$5.4 million net loss on $1.0 million of revenues for the same
period a year ago.

Following the Company's results for fiscal 2010, Chang G. Park CPA
expressed substantial doubt against Dot VN's ability to continue
as a going concern, citing the Company's losses from operations.


DOYLE HEATON: Court Grants Bid for Atty. Fees in Bank Suit
----------------------------------------------------------
Regal Financial Bank, v. Doyle D. Heaton and Mary K. Heaton,
Adv. Proc. No. 10-04085 (Bankr. N.D. Calif.), seeks to render
nondischargeable a debt evidenced by two pre-bankruptcy documents
entitled "Commercial Guaranty" that the Debtors had executed in
Regal's favor.  The Debtors were the prevailing parties in the
adversary proceeding, and as such, have moved for an award of
attorney's fees against Regal pursuant to the attorney's fees
clause in the Commercial Guaranties.  Regal disputes liability,
and contends that its nondischargeability action was in tort, not
contract, such that the attorney's fees clause in the Commercial
Guaranties is irrelevant.  Regal further contends that it may
setoff any award of attorney's fees in favor of the Debtors
against the Debtors' contractual debt to Regal under the
Commercial Guaranties.

In a May 23, 2011 decision, Bankruptcy Judge Edward D. Jellen
rejected Regal's defenses, and awarded attorneys fees to the
Debtors as they request.  A copy of the Court's ruling is
available at http://is.gd/GajFvMfrom Leagle.com.

Doyle D. Heaton and Mary K. Heaton filed for Chapter 11 bankruptcy
(Bankr. N.D. Calif. Case No. 10-40297) on Jan. 11, 2010.


DREIER LLP: Victim Can't Shirk Forged $6M Hedge Fund Deal
---------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that a New York
bankruptcy court on Monday scuttled technology investor Paul
Gardi's attempt to undo a $6.3 million settlement with JANA
Partners LLC that jailed ex-attorney Marc Dreier contrived in
order to steal the funds for his Ponzi scheme.
About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DREIER LLP: Client Not Bound by Accord When Atty. Forges Signature
------------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein dismissed JANA Partners LLC
from the lawsuit, Paul Gardi and Alex Interactive Media, LLC, v.
JANA Partners LLC and Sheila M. Gowan, Chapter 11 Trustee of the
Estate of Dreier LLP, Adv. Proc No. 10-3642 (Bankr. S.D.N.Y.),
holding that a client is not bound when his attorney forges the
client's signature to a settlement he never authorized.  The Gardi
Parties, the victims of the forgery perpetrated by their attorney
Marc Dreier, seek declaratory and other relief regarding the
validity of a settlement entered into with JANA.  The defendant,
which was admittedly ignorant of Mr. Dreier's fraud and paid over
$6.3 million under the settlement agreement -- which Mr. Dreier
stole -- moved to dismiss the Amended Complaint, dated Sept. 28,
2010.

A copy of Judge Bernstein's Memorandum Decision and Order, dated
May 23, 2011, is available at http://is.gd/fqpdZIfrom Leagle.com.

Attorneys for Plaintiffs are:

          Craig Carpenito, Esq.
          Alexander S. Lorenzo, Esq.
          ALSTON & BIRD LLP
          90 Park Avenue
          New York, NY 10016-1387
          Tel: 212-210-9582
          Fax: 212-922-3882
          E-mail: craig.carpenito@alston.com
                  alexander.lorenzo@alston.com

               - and -

          John E. Stephenson, Jr.
          ALSTON & BIRD LLP
          One Atlantic Center
          1201 West Peachtree Street
          Atlanta, GA 30309-3424
          Tel: 404-881-7697
          Fax: 404-253-8856
          E-mail: john.stephenson@alston.com

Attorneys for JANA Partners are:

          Michael E. Swartz, Esq.
          Nicole Z. Davidson, Esq.
          SCHULTE ROTH & ZABEL LLP, LLC
          919 Third Avenue
          New York, NY 10022
          Tel: 212-756-2471
          E-mail: michael.swartz@srz.com
                  nicole.davidson@srz.com

Attorneys for Sheila M. Gowan, Chapter 11 Trustee of the Dreier
Estate, are:

          Howard D. Ressler, Esq.
          Stephen T. Loden, Esq.
          Amos Elberg, Esq.
          DIAMOND McCARTHY LLP
          620 Eighth Avenue, 39th Floor
          New York, NY 10018
          Tel: (212) 430-5400
          Fax: (212) 430-5499
          E-mail: hressler@diamondmccarthy.com
                  sloden@diamondmccarthy.com
                  aelberg@diamondmccarthy.com

                        About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DRYSHIPS INC: Reports $32 Million Net Income in First Quarter
-------------------------------------------------------------
Dryships Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 20-F, reporting net income
of US$32.00 million on US207.41 million of revenue for the three
months ended March 31, 2011, compared with net income of US$13.27
million on US$194.16 million of revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2011, showed US$6.99
billion in total assets, US$3.05 billion in total liabilities and
US$3.94 billion in total equity.

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

                       http://is.gd/Wk2BeI

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to US$761.4 million.

Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the
Company's inability to comply with financial covenants under its
original loan agreements as of Dec. 31, 2009, its negative working
capital position and other matters raise substantial doubt about
its ability to continue as a going concern.


DUTCH GOLD: Incurs $1.18-Mil. First Quarter Net Loss
----------------------------------------------------
Dutch Gold Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.18 million on $0 of revenue for the three months
ended March 31, 2011, compared with a net loss of $987,438 on $0
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.22 million in total assets, $6.87 million in total liabilities,
and a $2.65 million total stockholders' deficit.

As reported, Hancock Askew & Co., LLP, in Atlanta, Georgia,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has limited
liquidity and has incurred recurring losses from operations.

As of March 31, 2011, the Company had cash on hand of $95,213,
investments available for sale of $1,150,281, a working capital
deficit of approximately $4.2 million and has incurred a loss from
operations for the three months ended March 31, 2011.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.  The Company said its continuance is
dependent on raising capital and generating revenues sufficient to
sustain operations.  The Company believes that the necessary
capital will be raised and has entered into discussions to do so
with certain individuals and companies.

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

                        http://is.gd/uwIgFH

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

The Company reported a net loss of $3.70 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$11.33 million on $0 of revenue during the prior year.


ELZA CONSTRUCTION: Chrysler Fin'l Loses Bid to Retrieve Vehicle
---------------------------------------------------------------
Bankruptcy Judge Joseph M. Scott, Jr., denied a request by
Chrysler Financial Services Americas LLC -- dba CF fka DC Fin Svcs
Amer LLC -- to terminate the automatic stay in the bankruptcy case
of Elza Construction LLC so it may recover a 2006 Dodge Ram,
valued at $17,375, in the Debtor's possession.

Chrysler Financial lost out on a technicality.  Judge Scott
overruled the motion without prejudice, on Chrysler Financial's
failure to serve a necessary party and the 20 largest unsecured
creditors on the list filed pursuant to F.R.B.P. Rule 1007(d).

In its motion, Chrysler Financial said the Debtor owes it $3,665
pursuant to a Retail Installment Contract.  The vehicle serves as
collateral.

Chrysler Financial said the Debtor continues to use and enjoy the
collateral while it continues to depreciate in value without
adequate protection and compensation to Chrysler.

Chrysler Financial is represented in the case by:

          Elizabeth McHargue, Esq.
          MAPOTHER & MAPOTHER P.S.C.
          815 West Market Street, Suite 500
          Louisville, KY 40202
          Tel: (502)638-4961

Based in East Bernstadt, Kentucky, Elza Construction LLC, aka Elza
Reclamation, filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case
No. 11-60689) on May 10, 2011.  Judge Joseph M. Scott, Jr.,
presides over the case.  Maxie Higgason, Esq., at Higgason Law
Office, serves as bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Paul Elza, the
owner.  Mr. Elza was designated by the Court as the Debtor's
representative.


ELZA CONSTRUCTION: Taps Maxie Higgason as Bankruptcy Counsel
------------------------------------------------------------
Elza Construction LLC, aka Elza Reclamation, seeks permission from
the Bankruptcy Court to hire as bankruptcy counsel:

          Maxie Higgason, Esq.
          109 W 1st St.
          Corbin, KY 40701-1403
          Tel: (606) 528-4140
          E-mail: maxhigglaw@bellsouth.net

Mr. Higgason will be employed under a general retainer.

Mr. Higgason attests that he represents no interest adverse to the
Debtor or the estate in matters upon which he is to be engaged.

Based in East Bernstadt, Kentucky, Elza Construction LLC, aka Elza
Reclamation, filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case
No. 11-60689) on May 10, 2011.  Judge Joseph M. Scott, Jr.,
presides over the case.  Maxie Higgason, Esq., at Higgason Law
Office, serves as bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Paul Elza, the
owner.  Mr. Elza was designated by the Court as the Debtor's
representative.


ELZA CONSTRUCTION: Sec. 341 Creditors' Meeting on June 15
---------------------------------------------------------
The United States Trustee for the Eastern District of Kentucky
will convene a meeting of creditors in the bankruptcy case of Elza
Construction LLC, aka Elza Reclamation, on June 15, 2011, at 1:30
p.m. at London Courtroom.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

Based in East Bernstadt, Kentucky, Elza Construction LLC, aka Elza
Reclamation, filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case
No. 11-60689) on May 10, 2011.  Judge Joseph M. Scott, Jr.,
presides over the case.  Maxie Higgason, Esq., at Higgason Law
Office, serves as bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Paul Elza, the
owner.  Mr. Elza was designated by the Court as the Debtor's
representative.


ENERTECK CORP: Incurs $375,000 Net Loss in First Quarter
--------------------------------------------------------
Enerteck Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $374,963 on $24,235 of revenue for the three months ended
March 31, 2011, compared with a net loss of $433,538 on $99,526 of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $762,453 in
total assets, $3.07 million in total liabilities and a $1.98
million total stockholders' deficit.

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

                        http://is.gd/afPTPt

                    About Enerteck Corporation

EnerTeck Corporation (OTC BB: ETCK.OB) -- http://www.enerteck.net/
-- was incorporated in 1935 and is based in Stafford, Texas.  The
Company develops, acquires and manufactures combustion
enhancement, emission reduction and other performance improvement
technologies for the heavy duty transportation industry.
EnerTeck's flagship product, EnerBurn(TM), is a diesel fuel
specific combustion catalyst, delivered to the engine via the
diesel fuel, to improve the combustion rate of the fuel.

The Company reported a net loss of $2.76 million on $231,314 of
product sales for the year ended Dec. 31, 2010, compared with a
net loss of $2.05 million on $404,335 of product sales during the
prior year.

                       Going Concern Doubt

During the years ended Dec. 31, 2010 and 2009, the Company
incurred recurring net losses of $2,763,000 and $2,054,000,
respectively.  In addition, at Dec. 31, 2010, the Company has an
accumulated deficit of $24,214,474.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern, according to the Form 10-K.

The Company's continuation as a going concern is contingent upon
its ability to obtain additional financing and to generate
revenues and cash flow to meet its obligations on a timely basis.
Management believes that sales revenues for 2010 and 2009 were
considerably less than earlier anticipated primarily due to
circumstances which have been corrected or are in the process of
being corrected.   Management expects that marine, railroad and
trucking sales should show significant increases in 2011 over what
has been generated in the past, as a result of the expected
outcome of long term client demonstrations from several extremely
large new clients will take place during 2011 and 2012.

The Company has been able to generate working capital in the past
through private placements and issuing promissory notes and
believes that these avenues will remain available to the Company
if additional financing is necessary.


ENIVA USA: Gets Final OK to Use Home Federal's Cash Collateral
--------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota authorized, on a final basis, Eniva USA,
Inc., to use cash collateral of Home Federal Savings Bank.

As of the Petition Date, the Debtor owes the bank, under the Loan
Documents:

   i) Loan No. 3792
      Principal                    $280,790
      Interest                         $196
      Total Amount Due             $280,986

  ii) Loan No. 4095
      Principal                     $90,459
      Late Charges                     $422
      Total Amount Due              $90,882

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Home Federal replacement liens
in the Debtor's postpetition assets of the same type and nature as
are subject to the prepetition liens.

                          About Eniva

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection on March 1,
2011 (Bankr. D. Minn. Case No. 11-41414).  The Debtor estimated
its assets and debts at $10 million to $50 million as of the
filing.

Ravich Meyer Kirkman McGrath Nauman &
Tansey as bankruptcy counsel Leslie A. Anderson, Ltd., as special
counsel in connection with the appeal or amendment of prior year
sales tax returns is approved GuideSource as financial
consultant..


ENVIRONMENTAL INFRASTRUCTURE: Incurs $384,000 1st Qtr. Net Loss
---------------------------------------------------------------
Environmental Infrastructure Holdings Corp. filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss of $384,067 on $620,308 of revenue for
the three months ended March 31, 2011, compared with a net loss of
$492,322 on $776,929 of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $802,397 in
total assets, $4.86 million in total liabilities, and a
$4.06 million total stockholders' deficit.

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

                        http://is.gd/FPCwFp

                About Environmental Infrastructure

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. is the parent company of various environmental
manufacturing, engineering and services companies.  Currently the
company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.

The Company reported a net loss of $2.42 million on $3.27 million
of revenue for the year ended Dec. 31, 2010.

Michael T. Studer CPA P.C., in Freeport, 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 incurred losses
for the years ended Dec. 31, 2010 and 2009 and has a deficiency in
stockholders' equity at Dec. 31, 2010.


FAIRFIELD SENTRY: Sec. 108 Automatically Applicable in Chapter 15
-----------------------------------------------------------------
Bankruptcy Judge Burton R. Lifland granted the motion of Kenneth
Krys and Joanna Lau -- Foreign Representatives of the liquidation
proceedings of Fairfield Sentry Limited, Fairfield Sigma Limited,
and Fairfield Lambda Limited, pending before the Commercial
Division of the High Court of Justice, British Virgin Islands,
recognized by the Bankruptcy Court as a foreign main proceeding
under section 1517(b)(1) of the Bankruptcy Code on July 22, 2010
-- for an order granting relief under section 108 of the
Bankruptcy Code and setting July 22, 2010, as the date of the
"order for relief" for purposes of Section 108.

The rather straightforward relief sought in the Motion is the
Bankruptcy Court's application of the tolling provisions of
Section 108, allowing the Foreign Representatives extensions of
time from the date upon which they stepped into the shoes of the
Debtors in the chapter 15 cases to assert causes of action and
meet applicable deadlines on the Debtors' behalf with respect to
currently pending and potential litigation.  The Foreign
Representatives assert that for these purposes, the date of the
"order for relief" is July 22, 2010, when the Bankruptcy Court
entered the Recognition Order.

The Foreign Representatives argue both that the relief provided by
Section 108 is automatically applicable in a chapter 15 case, as
in a chapter 11 case, and that such relief is otherwise necessary
to effectuate the purposes of chapter 15 pursuant to sections
1507(a) and 1521(a)(7) of the Code.

Certain defendants to the Foreign Representatives' 209 pending
adversary proceedings, whereby the Foreign Representatives seek to
recover substantial potential BVI estate assets, argue that the
tolling provisions of Section 108 are not available in a chapter
15 case, and that the Foreign Representatives are otherwise
unentitled to the extension of such relief to them.

A copy of Judge Lifland's May 23, 2011 Memorandum Decision and
Order is available at http://is.gd/4PorQRfrom Leagle.com.

                      About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FAITH CHRISTIAN: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Faith Christian Family Church of Panama City Beach, Inc
        dba Faith Christian Family Church
        13300 Panama City Beach Parkway
        Panama City Beach, FL 32407

Bankruptcy Case No.: 11-50288

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Charles M. Wynn, Esq.
                  CHARLES M. WYNN LAW OFFICES, P.A.
                  P.O. Box 146
                  Marianna, FL 32447
                  Tel: (850) 526-3520
                  Fax: (850) 526-5210
                  E-mail: wynnlawbnk@earthlink.net

Scheduled Assets: $11,339,469

Scheduled Debts: $3,361,477

The petition was signed by Markus Q. Bishop, president/resident
agent.

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Markus Q. Bishop                   Salary                  $42,000
13300 Back Beach Road
Panama City Beach, FL 32407

Suntrust Visa Card                 Various Charges         $15,309
P.O. Box 4997
Orlando, FL 32802-4997

Ally Automotive Financing          2009 Cadillac           $13,105
P.O. Box 380901                    Escalade
Minneapolis, MN 55438

De Lage Landen Financial Services  Lease                   $12,354

Leitz Music Company, Inc           Musical Equipment        $2,408

American Express                   Various Charges            $962

Office Depot - Citicard            Various Charges            $149

Margie Negrin Bishop               Undivided Interest      unknown

Suntrust Bank                      Part of Section 22      unknown

Suntrust Bank                      Lot 8                   unknown


FUSION TELECOMMUNICATIONS: Borrows $55,000 from Marvin Rosen
------------------------------------------------------------
Fusion Telecommunications International, Inc., borrowed $55,000
from Marvin S Rosen, a Director of the Company on May 12, 2011.
This note (a) is payable on demand in full upon ten days notice of
demand from the lender, (b) bears interest on the unpaid principal
amount at the rate of 3.25% per annum, and (c) grants the lender a
collateralized security interest, pari passu with other lenders,
in the Company's accounts receivable.  The proceeds of this note
are to be used primarily for general corporate purposes.

                 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.


FUSION TELECOMMUNICATIONS: Incurs $1.22-Mil. 1st Qtr. Net Loss
--------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $1.22 million on $10.20 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $1.54 million on $9.58 million of revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.42 million in total assets, $13.55 million in total
liabilities, and a $9.12 million total stockholders' deficit.

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

                        http://is.gd/P18YUG

                  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.


GENERAL MOTORS: Fitch Expects to Rate Unsecured Debt at 'BB-'
-------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB-' to General
Motors Financial Company, Inc.'s (GMF) $500 million unsecured debt
issuance. Proceeds are expected to be used to retire the $70
million of outstanding senior notes maturing in 2015 with a coupon
of 8.5%, and for general corporate purposes.

GMF, based in Fort Worth, Texas, was established in 1992 as a
subprime auto lender, originating contracts by buying loans
primarily from franchised dealers. The company had $8.3 billion of
net finance receivables and $316 million of net leased vehicles as
of March 31, 2011. GMF was purchased by General Motors in October
2010.

Fitch expects to assign:

General Motors Financial Company, Inc.

   -- Senior unsecured debt at 'BB-'.

Existing ratings on the issuer are:

General Motors Financial Company, Inc.

   -- Long-term IDR 'BB-';

   -- Senior debt at 'BB-'.

The Rating Outlook is Stable.

Exiting ratings for General Motors Company are:

General Motors Company

   -- Long-Term IDR 'BB-';

   -- Preferred shares at 'B-'.

General Motors Holdings LLC

   -- Long-Term IDR 'BB-'; and

   -- Secured revolving credit facility 'BB+'.

The Rating Outlook is Stable.


GLOBAL DIVERSIFIED: Majority of Holders OKs Reverse Stock Split
---------------------------------------------------------------
Certain stockholders of Global Diversified Industries, Inc.,
holding 53.9% of the voting power of all of the stockholders
entitled to vote as of May 6, 2011, authorized and approved by
written consent (a) an amendment to the Company's Articles of
Incorporation to effectuate a 1-for-2,500 reverse split of the
Company's issued and outstanding shares of common stock, par value
$0.001 per share, so that the Company may reduce the number of
holders of record of its common stock to fewer than 300 and
terminate the registration of its common stock under the
Securities Exchange Act of 1934, as amended, and (b) an amendment
to the Company's Articles of Incorporation to permit the Company
to make distributions to its stockholders, including distributions
by purchase or redemption, to the fullest extent permitted by
Nevada law, for the purpose of cashing out stockholders who, as a
result of the Reverse Split, hold solely fractional shares of the
Company's common stock.

If the Reverse Split is effected by the Company's board of
directors, those holders who, as a result of the Reverse Split,
would hold solely fractional shares of the Company's common stock
will, in lieu thereof, receive cash payments equal to $0.03 per
one pre-Reverse Split share and those holders will no longer be
stockholders of the Company.  Immediately following the Reverse
Split the Company intends to effectuate a 2,500-for-1 forward
split of its then issued and outstanding shares of common stock.

Based on information available to the Company, the Reverse/Forward
Stock Split will reduce the number of holders of record of the
Company's common stock to fewer than 300.  Provided the
Reverse/Forward Stock Split has the intended effect, the Company
intends to file a Form 15 with the Securities and Exchange
Commission to terminate the registration of its common stock under
the Exchange Act.  The Company's board of directors may abandon
the Reverse/Forward Stock Split in its sole discretion.

                     About Global Diversified

Chowchilla, Calif.-based Global Diversified Industries, Inc., is a
holding company for two wholly owned subsidiaries, Lutrex
Enterprises, Inc., an entity which holds equipment and inventory
for the Company, and Global Modular, Inc., an entity which
provides sales, marketing, manufacturing and construction site
work of modular type structures.

The Company's balance sheet at Jan. 31, 2011 showed $15.30 million
in total assets, $10.60 million in total liabilities $9.14 million
in net preferred stock series D, $1.75 million in net preferred
stock series C, $3.04 million in net preferred stock series B, and
a $9.23 million total stockholders' deficit.

                           Going Concern

The Company has reoccurring losses and has generated negative cash
flows from operations which raises substantial doubts about the
Company's ability to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders and
creditors and the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations.  The Company plans to implement the
following policies to help alleviate the going concern issue
during the year ended April 30, 2011:

   * Raise additional money through the sale of equity securities
     and convertible instruments through our funding sources which
     provided the Company with over $6,000,000 of funding during
     the year ended April 30, 2010.

   * Some of the Company's preferred shareholders have redeemed
     their preferred stock and warrants prior to Jan. 31, 2011.

   * Focus on revenue generation, during the current year the
     Company spent a great deal of time acquiring discounted
     inventory and planning for possible acquisitions, during the
     year ended April 30, 2011 the Company plans to focus on
     revenue generation.

   * The Company believes its backlog at Jan. 31, 2011 will be
     recognizable and will provide a substantial improvement to
     earnings during the year ended April 30, 2011 and should
     decrease our dependence on the sale of equity and other
     instruments

The Company said there can be no assurance that it will be
successful at implementing the above plans, failure to implement
these plans could have a material impact on itself.


GORDON PROPERTIES: Bankr. Court Can Order Annual Meeting
--------------------------------------------------------
Gordon Properties, LLC, v. First Owners' Association of Forty Six
Hundred Condominium, Inc., et al., Adv. Proc. No. 11-1020 (Bankr.
E.D. Va.), is a four-count complaint asserting that First Owners'
Association of Forty Six Hundred Condominium, Inc., and the other
defendants (i) violated the automatic stay; (ii) engaged in
corporate election fraud at the 2009 annual meeting; (iii) failed
to hold annual meetings in 2007, 2008, 2009 and 2010 in violation
of the Virginia Code and the condominium instruments; and, as to
the individual defendants, (iv) breached their fiduciary duties as
officers and directors of the condominium association.  The
defendants sought dismissal of the complaint for lack of
jurisdiction.  The condominium association also said the court has
no jurisdiction to order an annual meeting of the association
under Count I.

In a May 23, 2011 Memorandum Opinion, available at
http://is.gd/5jQVCVfrom Leagle.com, Bankruptcy Judge Robert G.
Mayer granted the defendants' motion as to the last three counts
and denied as to the first.  Judge Mayer also said the Bankruptcy
Court has the power to remedy a violation of the automatic stay.

"If the remedy is to ensure that an action that the association
has refused to take in violation of Sec. 362, is taken, it may
order that action be taken, including holding an annual meeting.
It is the causes of action in Counts II and III over which the
court has no jurisdiction, not the remedy requested for a
violation of the automatic stay in Count I.  If ordering an annual
meeting is the appropriate remedy for a violation of the automatic
stay, this court has the jurisdiction to order the annual meeting
be held.  It is simply a remedy that flows from the wrong," Judge
Mayer said.

In a separate Memorandum Opinion also dated May 23, available at
http://is.gd/yveIntfrom Leagle.com, Judge Mayer denied Gordon
Properties' motion for a preliminary injunction in the lawsuit.

                      About Gordon Properties

Based in Alexandria, Va., Gordon Properties LLC owns 40
condominium units in a high-rise apartment building with both
residential and commercial units and two commercial units adjacent
to the high-rise building.  The Debtor's ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium -- http://foa4600.org/-- project in Alexandria, Va.
One of the adjacent commercial units, a restaurant, is also owned
by the debtor.  Gordon Properties sought Chapter 11 protection on
Oct. 2, 2009 (Bankr. E.D. Va. Case No. 09-18086), and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  The Debtor disclosed $11,149,458 in assets and
$1,546,344 in liabilities in its Schedules of Assets and
Liabilities.


GRAHAM PACKAGING: GAIP Swaps Holding Units for Company Shares
-------------------------------------------------------------
Graham Alternative Investment Partners I, LP, exercised its right
under the Exchange Agreement, dated Feb. 10, 2010, by and among
Graham Packaging Company Inc., Graham Packaging Holdings Company,
GAIP and certain of GAIP's affiliates, to exchange on a one-for-
one basis, Holdings' limited partnership units for shares of the
Company's common stock, par value $0.01 per share.  On May 10,
2011, GAIP exchanged 1,000,000 Holdings' limited partnership units
for the same number of shares of the Company's common stock.
Holdings issued 1,000,000 limited partnership units to the Company
in consideration for the corresponding number of limited
partnership units surrendered and extinguished as a result of such
exchange.  No underwriters were involved in the foregoing
transactions.  The transactions were exempt from the registration
requirements of the Securities Act of 1933 under Section 4(2) of
the Securities Act of 1933.

                       About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Company's balance sheet at March 31, 2011, showed $2.94
billion in total assets, $3.40 billion in total liabilities, and a
$462.62 million total partners' deficit.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


GRAPHIC PACKAGING: Fitch Affirms 'B' Issuer Default Rating
----------------------------------------------------------
Fitch has affirmed these ratings of Graphic Packaging Holding
Company (GPK):

   -- Issuer Default Rating (IDR) at 'B';

   -- Senior secured revolver at 'BB/RR1';

   -- Senior secured term loans at 'BB/RR1';

   -- Senior unsecured bonds at 'B/RR4';

   -- Senior subordinated notes at 'CCC/RR6'.

Last month Fitch revised GPK's Rating Outlook to Positive where it
remains today. The Rating Outlook was changed to acknowledge the
prospective repayment of debt from the proceeds of a 40.5 million
common share offering to the public. Fitch calculates that the net
proceeds to GPK after deducting fees and proceeds payable to the
Coors Trusts for their sale of 6.5 million shares amounted to
approximately $184 million. Less the acquisition price of Sierra
Pacific Packaging, Inc. which closed in the second quarter and
including free cash flow earned in the balance of this year, GPK
estimates that it will repay $300 plus million in debt.

This seems well within reason based on conditions in the
paperboard markets, and Fitch calculates that EBITDA could grow to
just under $580 million in 2011. Expected free cash flow in excess
of $100 million plus proceeds from the equity sale would reduce
net debt/EBITDA which could fall to 3.6 times (x) by the close of
2011, down from 4.3x at the end of 2010. Paperboard demand took a
turn for the better upon exiting the recession, growing 5.1% in
2010 and 2.5% in the first quarter of this year which is typically
a weak season. Ahead is the summer demand for beverage cartons,
and backlogs at mills for both of GPK's principal products, coated
unbleached kraft and coated recycled boxboard, are reported high
as are mill operating rates. Also supportive are the prices for
these products which have risen 20% and 10%, respectively, from a
year ago after giving effect to price increases which are
currently working their way through the markets.

Not all of the price increases are falling to the bottom line. GPK
and other producers have to contend with the elevated costs of
recycled fiber (half of GPK's feedstock) which have more than
doubled in price since the middle of the recession, plus higher
energy and resin costs. However, in GPK's case much of the
company's production is under contracts which include cost
recapture provisions. These have worked to stabilize GPK's EBITDA
margins. The principal risk in 2011 appears to be that cost
inflation could possibly outpace prices by nine months or so, but
without a materially negative effect on debt repayment.

The maturity ladder of GPK's debt portfolio and the company's
liquidity are also in good shape. Apart from secured term loan
amortizations which amount to less than $20 million in each of the
next two years, the nearest debt maturity is GPK's $400 million
secured revolver in May 2013. The remaining $73 million stub of
GPK's subordinated notes also matures in 2013 but the company may
call these when the call premium lapses in August 2011.
Subtracting letters of credit and with no borrowings, $364 million
was available under the revolver at the close of the first
quarter. The principal financial test within this facility is a
secured debt/defined EBITDA limitation of 4.75x which at the close
of the first quarter was 2.74x. GPK had $109 million in cash on
hand at the close of the quarter before net equity proceeds and
overallotment were received.

The notching of the ratings of GPK's classes of debt is based on
estimated principal recoveries in an event of bankruptcy. Fitch
estimates that senior secured classes (the revolver and term
loans) would have a 100% recovery, and accordingly these classes
carry ratings three notches higher than GPK's IDR. Recoveries of
senior unsecured debt are estimated at just under 50% and carry
the IDR rating. GPK's subordinated notes would likely derive a low
recovery and are notched down two ratings from the IDR.


GREAT ATLANTIC: Can Hire PwC as Independent Auditor, Tax Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized The Great Atlantic & Pacific Tea Company, Inc., et al.,
to employ PricewaterhouseCoopers LLP as independent auditor and
tax advisor.

As reported in the Troubled Company Reporter on Feb. 28, 2011, as
auditor and tax advisor, PwC is expected to:

  (1) perform an integrated audit of the consolidated financial
      statements of A&P at Feb. 26, 2011, and for the year
      then ending, and of the effectiveness of A&P's internal
      control over financial reporting as of February 26, 2011;

  (2) perform incremental review procedures for the quarter
      ended Dec. 4, 2010; audit procedures for the 2010
      consolidated financial statement audit; and audit
      procedures associated with the Debtors' application of
      fresh start accounting;

  (3) review A&P's unaudited consolidated quarterly financial
      statements for each of the three quarters in the year
      ending Feb. 26, 2011;

  (4) provide tax consulting services including advice, answers
      to questions or opinions on tax planning or reporting
      matters;

  (5) provide advice or assistance with respect to matters
      involving the Internal Revenue Service or other tax
      authorities on an as-needed or as-requested basis;

  (6) provide technical assistance with respect to the
      utilization of A&P's net operating losses and other tax
      attributes;

  (7) provide consulting services with respect to state and
      local taxes;

  (8) provide accounting method consulting services including
      identifying effective income tax accounting methods that
      A&P may have the opportunity to elect, change or adopt as
      well as recommending available opportunities to mitigate
      future tax exposures; and

  (9) assess tax issues in connection with the potential
      dissolution of foreign entities.

PwC will be paid based on the kind of services it will provide
pursuant to the various engagement letters and statements of work
it executed with the Debtors.

The Debtors intend to pay PwC for services rendered under the
engagement letter dated July 26, 2010, in accordance with the
estimated "fixed fee" of $2.345 million.

For tax consulting services rendered pursuant to the engagement
letter dated Aug. 21, 2008, and statement of work dated July 15,
2010; accounting method consulting services rendered pursuant
to the statement of work dated Jan. 27, 2010; and the services
provided pursuant to statements of work dated Oct. 13, 2010, and
Jan. 19, 2011, the hourly rates of PwC are:

  Professionals                    Hourly Rates
  -------------                   -------------
  NTS Partner/Senior
    Managing Director              $890 - $995
  Partner                          $600 - $650
  Managing Director                $585 - $630
  NTS Director/Manager             $550 - $640
  Directors/Managers               $375 - $485
  NTS Senior Associate             $390 - $430
  Senior Associates/Staff          $175 - $275

The hourly rates that will be charged for services rendered
pursuant to the statement of work dated Jan. 19, 2011, are:

  Professionals                    Hourly Rates
  -------------                   -------------
  Partner                             $650
  Managing Director                   $630
  Director                            $485
  Manager                             $380
  Staff                               $210

Meanwhile, the hourly rates for services rendered pursuant to the
first amendment to the PwC Audit Engagement Letter dated February
11, 2011, are:

  Professionals                    Hourly Rates
  -------------                   -------------
  Partner                          $825 - $995
  Managing Director                $585 - $995
  Director                             $675
  Senior Manager                   $505 - $740
  Manager                          $400 - $415
  Senior Associate                 $245 - $300
  Associate                        $140 - $225

In a declaration, Kenneth Sharkey, a partner at PwC, in New York,
assured the Court that his firm is a "disinterested person"
as that term is defined under Section 101(14) of the Bankruptcy
Code.

                  About Great Atlantic & Pacific

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

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

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

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


GREAT ATLANTIC: Fails to Sell 13 of 25 Stores Up for Auction
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. recently completed
the previously announced auction of 25 southern Superfresh
locations, as it continues to fully implement its comprehensive
financial and operational restructuring.  The winning bids, which
are subject to approval from the Bankruptcy Court before the sales
would be completed, will be listed in motions of the Company to be
filed with the Court on May 27.

The winning bids are as follows:

* Ten stores - Two in Baltimore (Charles Plaza and 41st Street &
  Hickory) and one each in Parkville, Arnold, White Oak,
  Lutherville, Cambridge, Chestertown and Brunswick, MD and
  Washington, DC - to a joint venture between Mrs.  Greens
  Management Corp. and Village Supermarkets.  The White Oak and
  Lutherville, MD stores will be operated by Village Supermarkets
  with the remaining stores to be operated by Mrs. Greens
  Management Corp.

* The Ellicott City, MD store - to SUPERVALU.

* The Westminster, MD store - to its landlord, Englar Center
  Limited Partnership.

In addition, the prescription customer lists of seven Superfresh
stores were awarded to three different bidders (three to
Walgreen's; three to Safeway and one to CVS/pharmacy).
Based on these results, the Company expects auction proceeds in
excess of $40 million.

A&P President and Chief Executive Officer Sam Martin said, "We are
pleased with the results of the store auction and want to thank
our dedicated Associates for remaining focused on delivering great
service to our customers throughout the sales and marketing
process.  We also want to thank our customers for their loyal
patronage over the years."

The Company anticipates that the Bankruptcy Court will consider
its motions on these proposed sales at a hearing on June 14.  A&P
expects to cease operating these 12 stores by mid-July.

The Company anticipates closing the 13 remaining Superfresh
locations that were not sold at auction.  These locations are
expected to be closed by mid-July, subject to approval by the
Court.

As previously announced, the Company's Superfresh locations in New
Jersey, Pennsylvania and the Maryland/Delaware shore area were not
included in this bidding process.  These stores continue to
operate normally with fully stocked shelves and the excellent
service A&P customers expect.

                    13 of 25 Stores Not Sold

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that:

     -- only 12 of Great Atlantic & Pacific Tea Co.'s
        25 Superfresh stores up for sale in Maryland, Delaware
        and District of Columbia attracted buyers;

     -- A&P expects to get $40 million from store sales;

     -- eight of the stores will go to Natural Market Restaurants
        Corp., operator of New England's Mrs. Green's Natural
        Market.  Natural Market hasn't revealed plans for the
        eight stores;

     -- ShopRite operator Village Super Market Inc. won the
        auction for two stores in Timonium, Md., and White Oak,
        Md., to convert this summer, while SuperValu Inc. is
        buying the Ellicott City location. Superfresh's landlord
        in Westminster offered the top bid for that store;

     -- A&P is unsure what it will do with remaining 13 unsold
        stores;

     -- up to 1,477 workers face loss of jobs if the remaining
        13 unsold stores are closed; and

     -- Sales must be approved by the bankruptcy judge, who will
        review them on June 14.

                  About Great Atlantic & Pacific

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

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

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

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


GRUBB & ELLIS: Receives Listing Standards Notice From NYSE
----------------------------------------------------------
Grubb & Ellis Company was notified by the New York Stock Exchange
that it is not currently in compliance with the NYSE's continued
listing standards, which require an average market capitalization
of not less than $50 million over 30 consecutive trading days and
shareholders' equity of not less than $50 million.

The company intends to notify the NYSE that it will submit a plan
within 45 days from the receipt of the NYSE notice that
demonstrates its ability to regain compliance within 18 months.
Upon receipt of the company's plan, the NYSE has 45 calendar days
to review and determine whether the company has made a reasonable
demonstration of its ability to come into conformity with the
relevant standards within the 18-month period, or whether it will
require the company to do so within a lesser time period.  The
NYSE will either accept the plan, at which time it will specify
the applicable time period within which the company has to come
into compliance.  Thereafter, the company will be subject to
ongoing monitoring for compliance with this plan.  Alternatively,
should the NYSE reject the plan, the company will be subject to
suspension and delisting proceedings.

The company's business operations, SEC reporting requirements and
debt instruments are unaffected by the notification.  During any
cure period, the company's shares will continue to be listed and
traded on the NYSE, subject to its compliance with other NYSE
continued listing standards, and a ".BC" indicator will be affixed
to the GBE ticker symbol.

The company previously announced in April that it had been
notified by the NYSE that it was not in compliance with the NYSE's
continued listing standard as the minimum average closing price of
the company's common stock fell below $1.00 per share for over 30
consecutive trading days.  The company is in the process of
developing a plan to comply with this continued listing standard
as well.

In March, Grubb & Ellis announced that it had engaged JMP
Securities to explore strategic alternatives, including the
potential sale or merger of the company.

                    About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.


GSC GROUP: Ch.11 Trustee Opposes Minority Lenders' Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 trustee for GSC Group Inc. is
asserting that the reorganization plan proposed by a group of
minority lenders has "at least one fatal confirmation defect" and
cannot be approved.  The trustee, former bankruptcy judge James L.
Garrity, is requesting that the court not approve the disclosure
statement explaining the minority lenders' plan.  Mr. Garrity said
that he is on the cusp of filing a motion to sell the business to
Black Diamond and the other secured lenders.  Mr. Garrity said the
plan can't be confirmed because Black Diamond holds enough debt to
prevent acceptance by the class for secured lenders.  There won't
be any other voting classes, he said.  Consequently, the plan
couldn't be confirmed, even the cramdown process.  The trustee
said that the minority lenders' plan "does not benefit anyone but"
them.

As reported by the Troubled Company Reported on April 29, 2011,
Bloomberg News said that all secured lenders to GSC Group Inc.
other than Black Diamond Capital Finance LLC filed a Chapter 11
plan on April 26 to prevent the Chapter 11 trustee from selling
the business to Black Diamond.  The plan proponents, who call
themselves the non-controlling lender group, say their plan is the
"most equitable and economic mechanism" for reorganization and
will avoid "significant tax liabilities" that would arise from a
sale of the investment manager.  The non-Blackstone lenders' plan
calls for the secured lenders to receive all the new stock and
$160 million in new 10% senior notes to mature in 2026.  The
secured lenders' recovery will be less than 100%.  Unsecured
creditors would receive nothing, because the lenders say the
assets are worth less than the secured debt.  A hearing on the
Disclosure Statement was scheduled for May 25.

According to Mr. Rochelle, Black Diamond, objecting to approval of
the minority lenders' disclosure statement, said their plan
improperly includes "gerrymandering to create a potentially
impaired approving class."  Making some of the same arguments as
Mr. Garrity, Black Diamond says the minority lenders' plan is
"patently unconfirmable" and "dead-on-arrival."

The Non-Controlling Lender Group is represented by:

          Evan C. Hollander, Esq.
          Abraham L. Zylberberg, Esq.
          WHITE & CASE LLP
          New York, NY 10036-2787
          Tel: (212) 819-8200
          Fax: (212) 354 8113

A full-text copy of the Disclosure Statement dated April 25 is
available at http://bankrupt.com/misc/GSCGROUP_DS425.pdf

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.


GUIDED THERAPEUTICS: Incurs $726,000 Net Loss in First Quarter
--------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $726,000 on $767,000 of contract and grant revenue for
the three months ended March 31, 2011, compared with a net loss of
$1.46 million on $821,000 of contract and grant revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.13 million in total assets, $2.36 million in total liabilities
and $777,000 in total stockholders' equity.

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

                        http://is.gd/GKm1uL

                    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.


HARRY & DAVID: Says Plan Depends on Pension Plan Termination
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harry & David Holdings Inc. told a bankruptcy judge
May 24 that termination of its pension plan or agreement with the
Pension Benefit Guaranty Corp. on the reorganization proposal is
required before the company can exit Chapter 11.  H

Mr. Rochelle recounts that Harry & David filed a Chapter 11 plan
incorporating a previously announced agreement under which the
official unsecured creditors' committee now supports the plan.
Unsecured creditors are to receive a 10% recovery, with 40% of
that coming in 2012 and 60% in 2013.  Apart for the recovery for
unsecured creditors, the plan was agreed to before bankruptcy by
holders of 81% of the senior notes, including Wasserstein & Co.,
the largest senior noteholder and owner of 63% of the stock. Wells
Fargo Bank serves as indenture trustee for the noteholders.

According to the report, Harry & David said in the explanatory
disclosure statement that the plan is now "largely consensual."
PBGC and holders of $58.2 million in senior floating-rate notes
and $148.2 million in senior fixed-rate notes are in a class
together.  The pension plan is owed $27.4 million.  In return for
their claims, they are to receive 146,000 new common shares and
the right to purchase another 733,000 shares, or about 74.9%, in a
$55 million rights offering.  The proceeds of the rights offering
will be used to repay the $55 million in second-lien financing for
the Chapter 11 case.  The recovery for noteholders is estimated at
between 5.9% and 14.8%.  Noteholders are backstopping the rights
offering.  As a fee, they will receive 50,000 shares.

According to Mr. Rochelle, existing lenders providing $100 million
in first-lien financing for the Chapter 11 case will continue the
loan when the company leaves bankruptcy.

                        About Harry & David

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

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

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

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

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

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

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


HIGHVIEW POINT: Proposes Former District Judge as CRO
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Highview Point Partners LLC, accused by the U.S.
Securities and Exchange Commission of having a role in an alleged
Ponzi scheme involving Kenwood Capital Management LLC, is
proposing to hire Louis J. Freeh as its chief restructuring
officer.

Mr. Freeh was a U.S. district judge before being appointed
director of the Federal Bureau of Investigation under President
Bill Clinton.  Having Mr. Freeh control the company is the best
way to deal with competing claims from the SEC, the receiver and
investors in the funds, Highview said.

A hearing to approve Freeh's retention is scheduled in bankruptcy
court in Wilmington, Delaware, on June 3, the same day as a
hearing where the receiver for Kenwood will seek the dismissal of
Highview's Chapter 11 case.

Mr. Rochelle recounts that the SEC had a receiver appointed for
Kenwood in February, about the time Highview received redemption
requests from investors and decided to wind up the funds. Highview
intended to distribute 75% of the $230 million in the funds in
March.  At the requests of the SEC, Highview agreed to delay the
payments, the company said in a court filing.  Highview filed a
bare-bones Chapter 11 petition just before the SEC was to appear
in district court seeking to have the Kenwood receiver take over
Highview as well.

According to Mr. Rochelle, the Kenwood receiver, in its motion to
dismiss the case, contends the Highview Chapter 11 filing was a
bad-faith attempt to preclude him from taking over Highview.
Highview is a non-operating investment adviser that directed
"fraudulent and illegal transfers" between Highview funds and
Kenwood funds, the receiver claimed.

Highview Point Partners LLC, a Connecticut investment management
firm focused on emerging markets, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-11432) in Wilmington, Delaware, on
May 6, 2011.  Highview Point, based in Stamford, estimated as much
as $500,000 in assets.  Highview Point Offshore Ltd. and Highview
Point Master Fund Ltd., both based in the Cayman Islands, and
Highview Point LP in Stamford, are atop the list of 20 largest
unsecured creditors.   David B. Stratton, Esq. and Evelyn J.
Meltzer, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware,
serve as bankruptcy counsel to the Debtor.  Attorneys at Morrison
& Foerster, LLP, serve as co-counsel.


HMONG AMERICAN: NCUA Places Credit Union in Liquidation
-------------------------------------------------------
Claude R. Marx at Credit Union Times reports that the National
Credit Union Administration (NCUA) has liquidated the Hmong
American Federal Credit Union, the eighth liquidation of a
federally insured credit union this year.  The report relates that
the NCUA said the financial institution is "insolvent and has no
prospects for restoring viable operations."

According to Credit Union Times, the NCUA had conserved the $2.7
million credit union on May 4, 2011, and moved its office into an
office of $550 million Spire Credit Union about two miles away.

The report says the NCUA named consultant and former Minnesota
Corporate FCU senior vice president Pamela Jorgenson as Hmong
American's interim CEO on May 6, 2011.

The agency didn't disclose what caused the credit union's
difficulties and its financial reports indicated that it was in
good condition, Credit Union Times reports.

Credit Union Times discloses that Hmong's assets increased 2.4% in
March and 1.9% last December.  The size of its loan portfolio fell
4.7% in March after increasing 17.7% in December.  Its delinquent
loan ratio was .45% in March and .97% in December.  Its net worth
ratio was 15.98% in March and 15.73% in December.  Its return on
average assets ratio was 1.85% in March and 1.78% in December.

Credit Union Times notes that deposits are insured up to $250,000
and the NCUA said it would issue checks to individuals holding
verified share accounts within one week.

Based in St. Paul, Minnesota, Hmong American Federal Credit Union
has 654 members and assets of $2 million.


HOLLY CORP: S&P to Raise CCR to 'BB+' Upon Merger Completion
------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Dallas-based Holly
Corp. and Frontier Oil Corp. will remain on CreditWatch, where
they were placed with positive implications on Feb. 24, 2011.
"Upon completion of the transaction, we expect to assign a
'BB+' corporate credit rating to the new entity, HollyFrontier
Corp., and raise the corporate credit rating on Holly Energy
Partners L.P. to 'BB' from 'BB-'. The outlook would be stable for
both entities," S&P said.

The positive CreditWatch listing followed the announcement that
Holly and Frontier plan to execute an all-stock merger of equals,
having a pro forma market capitalization of about $6 billion as of
May 23, 2011.

"The planned merger, if completed as initially outlined, would
result in an upgrade to 'BB+/Stable' for the combined entity,
HollyFrontier Corp. The potential upgrade reflects the improved
business risk profile resulting from the merger of Holly and
Frontier, notably the improved scale of operations and market
diversity achieved," said Standard & Poor's credit analyst Paul
Harvey.

The merger creates a midsize to large independent U.S. refining
company (five refineries, 443,000 barrels per day, Nelson
complexity of 12.1x), operating primarily in the typically above-
average PADD II (59% capacity) and PADD IV (19%) markets, as well
as the Southwest PADD III (22%) market. "We expect both companies
to maintain above-average margins and resulting financial
performance thanks to their favorable market positions. As a
result, we expect HollyFrontier to maintain above-average credit
measures for the industry, including debt leverage of 2x or less
at the close of the transaction. Finally, the potential rating
action would also reflect the still limited scale of operations
relative to investment-grade peers," S&P stated.

The rating on Holly Energy reflects Holly Corp.'s 34% ownership
(including the 2% general partner interest) and Holly Energy's
future dependence on HollyFrontier Corp. for the majority of its
cash flow and earnings.


HOLYOKE HOSPITAL: Moody's Downgrades Bond Rating to 'Ba3'
---------------------------------------------------------
Moody's Investors Service has downgraded the rating assigned to
Holyoke Hospital's (Holyoke) bonds to Ba3 from Ba2 (see debt list
at end of report). The outlook is negative at the lower rating
level.

RATINGS RATIONALE

The downgrade of the rating to Ba3 from Ba2 and maintenance of the
negative outlook reflect the substantial operating challenges
facing the organization and Holyoke's reliance on supplemental
funding for a majority of cash flow.

STRENGTHS

* Holyoke will receive a total of $6.4 million of payments
  relating to an updated waiver agreement between CMS and the
  Executive Office of Health and Human Services (EOHHS). $7.0
  million will be recognized in FY 2011, based on meeting certain
  reporting requirements.

* Holyoke received a $2 million infrastructure grant from the
  Commonwealth of Massachusetts; these monies replace the
  Essential Community Provider Trust Fund. Although the funding
  must be reallocated annually and there is no guaranty of future
  funding, Holyoke has successful secured supplemental state
  funding in each of the last several years.

* After declining for several years, unrestricted cash balances
  appear to be stabilizing as a result of supplemental funding.
  Cash-to-debt is approximately 140% and Moody's expects FYE 2011
cash
  balances to be around $12 - $13 million, similar to balances at
  FYE 2010.

CHALLENGES

* Financial challenges continue. Consolidated operating cash flow
  margin declined to 2.9% in FY 2010 from 3.9% in FY 2009, well
  below the national median of 9.0%. Although the medical center
  is performing better through five months FY 2011, losses at
  other system entities reduce consolidated performance which is
  not expected to improve materially during the year.

* Despite increases in supplemental funding due to the receipt of
  $1.1 million from the state's Infrastructure and Capacity
  Building Grant in FY 2011, $3.5 million in supplemental funding
  from EOHHS in February 2011 (with a further $3.5 million
  received in May 2011), the balance sheet is weak with only 36
  days cash on hand at February 28, 2011.

* Long-term trend of declining patient volumes, notwithstanding
  moderate gains in some departments through five months FY 2011

* Profitability is highly dependent on state supplemental funding,
  which has averaged $2 - $3 million annually, excluding the
  supplemental funding from EOHHS in FY 2011

* Defined pension plan with unfunded liability of $28 million (70%
  funding on PBO basis); annual cash contribution exceeded pension
  expense in FY 2011 and limit Holyoke's ability to invest in its
  physical plant

* Steadily rising average age of plant; average age of plant hit
  20.8 years at FYE 2010 and capital spending has averaged just
  $3.5 million over the last five fiscal years (average capital
  spending ratio of 0.7 times)

DETAILED CREDIT DISCUSSION

LEGAL SECURITY: The bonds are secured by a revenue pledge. There
is no mortgage.

INTEREST RATE DERIVATIVES: None

RECENT DEVELOPMENTS/RESULTS

Operating performance remains challenged at Holyoke. FY 2010
inpatient admissions declined 5.9% contributing to an decline in
top line absolute revenue of 1.1% to $136.6 million. Operating
cash flow declined $4.0 million from $5.4 million contributing to
a decline in Moody's adjusted MADS coverage of 1.5 times.
Unrestricted cash at FYE 2010 was preserved at roughly $13 million
as capital spending was low at approximately $2 million (0.4 times
capital spending ratio) for the second consecutive year.

As a result of operating challenges and the hospital's difficult
payer mix (28% Medicaid), Holyoke has been a consistent
beneficiary of supplemental state funding. The name of the funding
program has changed over the past few years, but Holyoke has
consistently received $2 million - $3 million annually, which has
allowed the organization to maintain roughly the unrestricted cash
position of $13 - $14 million over the last few years. This year,
the amount has declined to $2 million that was received partially
in FY 2010 and partially in FY 2011. However, Holyoke also
received transitional relief payments from EOHHS totaling $7.0
million in FY 2011 (the $7.0 million covers FY 2010 and 2011, but
the full amount was received in FY 2011); CMS has authorized a
total of $7 million of transitional relief payments for Holyoke.
This has helped the organization maintain its balance sheet
position at around $13 million to $14 million at February 28,
2011; a further $3.5 million was received in May 2011. The
supplemental payments provide Holyoke with some breathing room,
but given the organization's low level of consolidated operating
performance Moody's would expect the balance sheet to weaken over
the next year.
Outlook

The negative outlook reflects Holyoke's challenging operating
environment and overall financial performance.

WHAT COULD MAKE THE RATING GO UP

Increasing patient volumes; improved and consistent profitability;
increase in unrestricted cash and improvement in balance sheet
metrics

WHAT COULD MAKE THE RATING GO DOWN

Further volume declines; further weakening of the balance sheet;
continued weak operating performance

KEY INDICATORS

Assumptions & Adjustments:

- Based on financial statements for Valley Health Systems Inc.,
  and Affiliates

- First number reflects audit year ended September 30, 2009

- Second number reflects audit year ended September 30, 2010

- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 6,573; 6,184

* Total operating revenues: $138.2 million; $136.6 million

* Moody's-adjusted net revenue available for debt service: $6.3
  million; $4.9 million

* Total debt outstanding: $13.4 million; $11.3 million

* Maximum annual debt service (MADS): $3.4 million; $3.5 million

* MADS Coverage with reported investment income: 1.7 times; 1.2
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.9 times; 1.4 times

* Debt-to-cash flow: 2.5 times; 2.7 times

* Days cash on hand: 36 days; 36 days

* Cash-to-debt: 98%; 117%

* Operating margin: (0.6%); (1.0%)

* Operating cash flow margin: 3.9%; 2.9%

RATED DEBT (debt outstanding as of September 30, 2010)

- Series 1993B; fixed rate ($7.1 million outstanding) rated Ba3

CONTACT

Obligor: Mr. Paul M. Silva, Vice President of Finance; (413) 534-
2567

The last rating action with respect to Holyoke was on May 4, 2010
when the rating was downgraded to Ba2 with a negative outlook from
Ba1 with a negative outlook.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


IL FORNAIO: S&P Assigns Preliminary 'B+' Rating
-----------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Corte Madera, Calif.-based Il Fornaio
(America) Corp. The outlook is stable.

"At the same time, we assigned our preliminary 'BB-' issue-level
rating to the company's $145 million senior secured credit
facility, which consists of a $15 million five-year revolver and a
$130 million six-year term loan. The preliminary recovery rating
is '2', indicating our expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default," S&P said.

Private-equity firm Roark Capital intends to use the proceeds from
the term loan, along with proceeds from new subordinated notes
(which we do not rate) and equity contribution, to fund the
purchase of a majority interest in Il Fornaio.

"The preliminary ratings reflect our expectation that following
the consummation of the transaction, Il Fornaio will use excess
cash flows for debt reduction," said Standard & Poor's credit
analyst Andy Sookram, "leading to enhanced credit protection
measures over the intermediate term." "We also think that EBITDA
margins will improve modestly in fiscal 2011 as cost discipline
and menu initiatives help mitigate commodity cost inflation."


IMPLANT SCIENCES: Incurs $641,000 Net Loss in March 31 Quarter
--------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $641,000 on $734,000 of revenue for the three months
ended March 31, 2011, compared with net income of $3.53 million on
$728,000 of revenue for the same period during the prior year.
The Company also reported a net loss of $10.68 million on $4.88
million of revenue for the nine months ended March 31, 2011,
compared with a net loss of $16.94 million on $3.15 million of
revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$5.79 million in total assets, $41.13 million in total
liabilities, and a $35.34 million total stockholders' deficit.

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

                        http://is.gd/DEZApm

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The audit report issued by the Company's independent registered
public accounting firm issued on the Company's audited financial
statements for the fiscal year ended June 30, 2010 contains a
qualification regarding the Company's ability to continue as a
going concern.  This qualification indicates there is substantial
doubt on the part of the Company's independent registered public
accounting firm as to its ability to continue as a going concern
due to the risk that the Company may not have sufficient cash and
liquid assets at June 30, 2010, to cover the Company's operating
capital requirements for the next twelve-month period and if
sufficient cash cannot be obtained the Company would have to
substantially alter its operations, or it may be forced to
discontinue operations.


INNKEEPERS USA: Midland Preempts Reorganization Plan Dispute
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Innkeepers USA Trust already received opposition to
its Chapter 11 plan from the U.S. Trustee, even though the
confirmation hearing isn't on the calendar until June 23.  Midland
Loan Services Inc., the hotel owner's largest secured creditor, is
taking its remaining dispute over the plan to the bankruptcy court
at a June 7 hearing.

According to the report, the U.S. Trustee, the bankruptcy watchdog
for the Justice Department, filed papers on May 23 saying that the
plan contains forbidden releases of third parties, such as Apollo
Investment Corp., Innkeepers's owner.  The U.S. Trustee also
contended that the plan fails one of the tests for confirmation
known as the best interests rule.  The best interests test
requires the judge to find that creditors receive as much
under the plan as they would if the company were liquidated in
Chapter 7. The defect, according to the U.S. Trustee, deals with
preferred shareholders.  Even though the equity group initially
receives as much as it would in liquidation, the plan fails the
best interests test because it precludes shareholders from
bringing lawsuits against third parties, diminishing their
recoveries compared with Chapter 7.

The report adds that at a June 7 hearing, Midland, the servicer
for $825 million of fixed-rate mortgages on 45 hotels, wants the
bankruptcy judge to decide whether it waived claims against
Innkeepers's corporate parent, Grand Prix Holdings LLC.  If the
courts finds there was no waiver in favor of Grand Prix, Midland
contends it will receive millions more under the plan.  If there
was a waiver, the cash will go to Apollo. Midland said the
agreement setting up the auction only waived claims against the
main companies that owned the 72 hotels.

                    June 23 Confirmation Hearing

Innkeepers USA Trust received informal approval of the disclosure
statement at a May 13 hearing after reaching an agreement with
Lehman Ali Inc. and Midland Loan Services Inc., the primary
secured lenders.  The confirmation hearing for approval of the
plan is tentatively set for June 23.  Creditors are voting on
Innkeepers's plan in anticipation of the hearing.

The plan is now supported by the ad hoc committee representing
preferred shareholders following the company's decision to give
the committee $3.5 million on emergence from Chapter 11.

Lehman Ali, a non-bankrupt subsidiary of Lehman Brothers Holdings
Inc., is to receive $233 million in cash for its $238 million in
floating-rate mortgages on 20 Innkeepers properties. Lehman will
be paid in full.

Midland would receive $725.8 million in modified mortgages and
$12.8 million cash. Its recovery is almost 88 percent, according
to the disclosure statement.

Innkeepers' plan was revised on May 9 to implement the results
of this month's auction where the high bid of $1.12 billion for
64 hotels came from a joint venture between Cerberus Capital
Management LP and Chatham Lodging Trust. They will contribute
$400.5 million in equity to become owners, Innkeepers' lawyer said
at the hearing.  In addition, Chatham will pay $195 million for
five other hotels.  On those hotels, mortgages will be paid down
by $25 million while mortgages for $134.3 million will be assumed.
Holders of $131.3 million in mezzanine loans against the 65 hotels
will recover $2.6 million, Innkeepers told the court at the May 13
hearing.

According to the report, general unsecured creditors, with as much
as $7 million in claims, will split $4.65 million cash, the
disclosure statement said before the final settlement was reached
just before the May 13 hearing.  The unsecured creditors' recovery
would range from 67.6% to almost full payment, the disclosure
statement at the time said.

About $70 million in loans made during the Chapter 11 case will be
paid off from the purchase price paid by Cerberus and Chatham.

There will be no recovery for equity holders.

                     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.


INNOLOG HOLDINGS: Incurs $5.79 Million Net Loss in 2010
-------------------------------------------------------
Innolog Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $5.79 million on $5.81 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $2.81 million on
$5.93 million of revenue for the period from March 23, 2009,
through Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed $809,378 in
total assets, $9.13 million in total liabilities, all current, and
a $8.32 million total stockholders' deficiency.

Spector & Associates, LLP, inPasadena, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred a net loss of $2,811,274 for the period from March 23,
2009 (inception) through Dec. 31, 2009, and the Company may not
have sufficient working capital or outside financing to meet its
planned operating activities over the next 12 months.  At Dec. 31,
2009, current liabilities exceeded current assets by $3,774,580.

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

                        http://is.gd/92LG08

                       About Innolog Holdings

Fairfax, Virginia-based Innolog Holdings Corporation is a holding
company designed to make acquisitions of companies in the
government services industry.  The Company's first acquisition,
Innovative Logistics Techniques, Inc., is a solutions oriented
provider of logistics services primarily to agencies of the U.S.
government, but also to state and local agencies and to private
businesses.

"The Company has sustained substantial operating losses in the
prior year and increasing losses in the current periods, and has a
stockholders' deficit of $6.54 million and $2.49 million at
Sept. 30, 2010, and Dec. 31, 2009, respectively," the
Company said in its Form 10-Q for the quarter ended Sept. 30,
2010.  "There are many delinquent claims and obligations, such as
payroll taxes, employee income tax withholdings, employee benefit
plan contributions, loans payable and accounts payable, that could
ultimately cause the Company to cease operations."


INTERNATIONAL GARDEN: Gardens Alive Approved to Buy Business
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that International Garden Products Inc. was given approval
on May 23 by the U.S. Bankruptcy Judge in Delaware to sell the
business to land and garden-product producer Gardens Alive Inc.
There was another bidder at the May 17 auction.  After several
rounds of offers, Gardens Alive made the top bid when it increased
the cash portion of the purchase price by $600,000.  Before the
auction, Gardens Alive was the stalking horse with a contract for
$26.7 million.  Proceeds from the sale will go to secured
creditors, except for money set aside to pay professionals in the
Chapter 11 case.  In addition, Gardens Alive is providing an extra
$250,000 for unsecured creditors for supporting the sale.

                     About International Garden

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-13207) on
Oct. 4, 2010.  International Garden estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell,
serves as bankruptcy counsel.  Bryan Cave LLP is the legal
counsel.  FTI Consulting is the restructuring advisor.  Garden
City Group is the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr.
D. Del. Case No. 10-13208), California Nursery Supply (Case No.
10-13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old
Skagit, Inc. (Case No. 10-13211).


IRVINE SENSORS: Incurs $7.55-Mil. Net Loss in April 3 Quarter
-------------------------------------------------------------
Irvine Sensors Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $7.55 million on $3.37 million of total revenues for
the 13 weeks ended April 3, 2011, compared with a net loss of
$3.42 million on $2.72 million of total revenues for the 13 weeks
ended March 28, 2010.  The Company also reported a net loss of
$18.38 million on $7.67 million of total revenues for the 26 weeks
ended April 3, 2011, compared with a net loss of $5.13 million on
$5.93 million of total revenues for the 26 weeks ended March 28,
2010.

The Company's balance sheet at April 3, 2011, showed
$12.01 million in total assets, $34.84 million in total
liabilities, and a $22.83 million total stockholders' deficit.

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

                       http://is.gd/lATLzk

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended Sept. 27, 2009.


IRVINE SENSORS: Registers 46.5-Mil. Shares for Incentive Plan
-------------------------------------------------------------
Irvine Sensors Corporation filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
46,500,000 shares of common stock issuable pursuant to Irvine
Sensors Corporation 2011 Omnibus Incentive Plan.  The proposed
offering price is $0.14 per share.  A full-text copy of the
registration statement is available for free at:

                        http://is.gd/doO37N

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended Sept. 27, 2009.


JACKSON HEWITT: Bayside Capital to Become Majority Owner
--------------------------------------------------------
Peg Brickley, writing for Dow Jones Daily Bankruptcy Review,
reports Mark McDermott, Esq., at Skadden Arps Slate Meagher &
Flom, an attorney for Jackson Hewitt Tax Service Inc., told a
bankruptcy judge Wednesday that investor and financier Bayside
Capital is in line to be "a significant majority" owner of Jackson
Hewitt after it gets through its Chapter 11 restructuring.  Mr.
McDermott said Bayside led the talks that produced a prearranged
Chapter 11 plan proposal for Jackson Hewitt.

Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

DBR relates that Judge Mary Walrath on Tuesday signed off on
preliminary orders authorizing Jackson Hewitt to pay employees,
honor obligations to the franchisees that account for most of its
business, and take other necessary steps to continue operations as
usual while the balance sheet is revamped.

Judge Walrath set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.

According to DBR, Mr. McDermott also told the Court Jackson Hewitt
is in talks with Wal-Mart Stores Inc. to renew an exclusive
arrangement that gives it kiosk space in 2,000 stores, accounting
for a sizeable chunk of the tax preparation business.

Besides trade creditors and landlords whose leases are being
dropped, Mr. McDermott said unsecured creditors include
potentially "millions" of people who signed up for refund-
anticipation loans from Jackson Hewitt.

                        Road to Chapter 11

As reported in yesterday's Troubled Company Reporter, Daniel P.
O'Brien, the Company's executive vice president, chief financial
officer, and treasurer, said 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.


JACKSON HEWITT: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jackson Hewitt Tax Service Inc.
        aka JHTS Inc.
        3 Sylan Way, 3rd Floor
        Parsippany, NY 07054

Bankruptcy Case No.: 11-11587

Affiliates that simultaneously sought Chapter 11 protection:

  Debtor                                Case No.
  ------                                --------
Jackson Hewitt Inc.                     11-11588
Jackson Hewitt Technology Services LLC  11-11589
Tax Services of America, Inc.           11-11590
Jackson Hewitt Corporate Services Inc.  11-11591
Hewfant Inc.                            11-11592

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Mark S. Chehi, Esq.
                  SKADDEN ARPS SLATE MEAGHER & FLOM LLP
                  One Rodney Square, P.O. Box 636
                  Wilmington, DE 19899-0636
                  Tel: (302) 651-3000
                  Fax: (302) 651-3160
                  E-mail: mark.chehi@skadden.com

Debtor's
Claims and
Noticing Agent    THE GARDEN CITY GROUP, INC.

Debtor's
Financial
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtor's
Investment
Banker:           MOELIS & COMPANY LLC

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

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

The petition was signed by Daniel P. O'Brien, executive vice
president, CFO and treasurer.

List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Zimmerman Advertising Inc.         Trade                  $236,358
2200 W. Commercial Boulevard
Ft. Lauderdale, FL 33309

Working Solutions                  Trade                  $131,602
1820 Preston Park Boulevard, Suite 2000
Plano, TX 75093

Fastax Properties of Baltimore     Lease Rejection         $70,188
2034 Ashleigh Woods Court
Rockville, MD 20851

Champion Solutions Group           Trade                   $54,789

Croucher Family Partnership        Lease Rejection         $53,282

Farruk Sohail                      Lease Rejection         $52,800

Blue Diamond Center LLC            Lease Rejection         $51,702

Developers Diversified Realty      Lease Rejection         $45,723
Corp.

Simon Mall                         Lease Rejection         $45,129

Bloomington Shoppes Devlp          Lease Rejection         $44,745

Cooperkatz & Company Inc.          Trade                   $43,882

Monte Vista Crossings, LLC         Lease Rejection         $41,094

Farm Road Retail LLC               Lease Rejection         $40,764

MCW-RC GA-Lindbergh Crossing LLC   Lease Rejection         $36,393

Valley Oaks Plaza                  Lease Rejection         $36,000

Crystal Gallery Developer          Lease Rejection         $33,649

Willmar Shoppes Retail Center, LLC Lease Rejection         $33,034

Thomas Carso                       Lease Rejection         $32,964

Yebri Investment Co. LLC           Lease Rejection         $32,772

Sawyer Shps LL                     Lease Rejection         $32,760

The Mohr Revocable Living Trust    Lease Rejection         $32,552

LaCholla & River Road Associa.     Lease Rejection         $32,236

ZP No. 166, LLC                    Lease Rejection         $32,186

Kimco Income Operating             Lease Rejection         $31,944

Flat Shoals Parkway LLC            Lease Rejection         $30,800

Dirk Wyatt                         Lease Rejection         $28,644

Ben Kim Properties, LLC            Lease Rejection         $28,178

Harper v. Jackson Hewitt, Inc.     Litigation              unknown

Alicia Gomez v. Jackson Hewitt,    Litigation              unknown
Inc.

Fugate v. Jackson Hewitt, Inc.     Litigation              unknown


KENTUCKY ENERGY: Incurs $3.52 Million Net Loss in First Quarter
---------------------------------------------------------------
Kentucky Energy, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $3.52 million on $0 of coal revenue for the three months ended
March 31, 2011, compared with a net loss of $1.13 million on $0 of
coal revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $5.34
million in total assets, $13.01 million in total liabilities and a
$7.67 million total deficiency in stockholders' equity.

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

                        http://is.gd/j0eiEO

                       About Kentucky Energy

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

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

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

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

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

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


LENOX 126: Taps Backenroth Frankel as Bankruptcy Counsel
--------------------------------------------------------
Lenox 126 Realty LLC seeks Court permission to hire bankruptcy
lawyers.  Specifically, the Debtor intends to employ:

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

Mr. Frankel, a member of the firm, attests that BFK and its
attorneys have no connection with, and no interests adverse to,
the Debtor, its creditors, other parties in interest, or their
attorneys or accountant.

BFK's hourly rates are:

     Paralegal                     $125 per hour
     Scott A. Krinsky, Esq.        $450 per hour
     Mark A. Frankel, Esq.         $485 per hour
     Abraham J. Backenroth, Esq.   $550 per hour

BFK was paid a $4,800 retainer by the Debtor on April 21, 2011,
and a $7,500 retainer on May 9, 2011 for a total of $12,300.  BFK
incurred fees totaling $10,300 prior to the filing the Debtor's
case, leaving a $2,000 as retainer for the case.

                      About Lenox 126 Realty

Staten Island-based real estate investor Lorenzo De Luca, through
his Lenox 126 Realty LLC, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-12275) on May 12, 2011, to block a
foreclosure sale at his apartment building at 321 Lenox Avenue in
New York.  Mr. De Luca paid $9.1 million for the building in 2006.
Mr. De Luca defaulted on a $7.5 million loan from Chinatrust bank,
which later sold the first mortgage to Delshah Capital.  In March,
State Supreme Court Justice Jane Solomon ordered the property be
sold at auction.

In its schedules, Lenox 126 Realty disclosed $10,377,689 in assets
and $14,718,905 in liabilities as of Chapter 11 filing.  Judge
Sean H. Lane presides over the case.


LENOX 126: Initial Case Conference Set for June 20
--------------------------------------------------
Judge Sean H. Lane will hold an Initial Case Conference in the
bankruptcy case of Lenox 126 Realty LLC on June 20, 2011, at 10:00
a.m. at Courtroom 701.

Staten Island-based real estate investor Lorenzo De Luca, through
his Lenox 126 Realty LLC, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-12275) on May 12, 2011, to block a
foreclosure sale at his apartment building at 321 Lenox Avenue in
New York.  Mr. De Luca paid $9.1 million for the building in 2006.
Mr. De Luca defaulted on a $7.5 million loan from Chinatrust bank,
which later sold the first mortgage to Delshah Capital.  In March,
State Supreme Court Justice Jane Solomon ordered the property be
sold at auction.

Lenox 126 Realty is represented by Mark A. Frankel, Esq., at
Backenroth Frankel & Krinsky, LLP, in New York, as counsel.  In
its schedules, the Debtor disclosed $10,377,689 in assets and
$14,718,905 in liabilities as of Chapter 11 filing.  Judge Sean H.
Lane presides over the case.


LAKOTA CANYON: Wants to Use Rent to Fund Biz, Chapter 11 Costs
--------------------------------------------------------------
Lakota Canyon Ranch Development, LLC, seeks permission from the
Bankruptcy Court to use rental income from its residential
condominium, its lone source of income, to fund its operations and
pay necessary expenses while in bankruptcy.

The Debtor believes that to retain the maximum value of its
business, it will be required to incur certain operating expenses.
The Debtor said its only source of income is through its continued
management of the residential condominium and the cash proceeds
generated thereby.  It appears that the proceeds generated from
the Debtor's continued management operations of the residential
condominium may constitute cash collateral of Alpine Bank within
the meaning of Sec. 363 of the Bankruptcy Code.

The Debtor proposes that Alpine be allowed, as adequate protection
for the Debtor's use of the cash collateral, post-petition
replacement liens and security interests on the same assets to
which their liens attached pre-petition, to the same extent and
with the same validity and priority as existed on the petition
date.

In a separate motion, the Debtor asked the Court to hold a
valuation hearing to determine the fair market value of all real
property owned by the Debtor and secured by Deeds of Trust in
favor of Alpine.

The Debtor will also appear at a hearing on June 27 to seek
approval of its motions to conduct examinations and compel product
of documents pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure on E. Peter Elzi and Alpine Bank.  The bank
has opposed the request.

The Debtor said the inquiry concerns its financial condition. The
Debtor requests that Alpine produce:

     a. All appraisals or other documents related to the value of
Alpine's collateral;

     b. All correspondence or other communications between Alpine
and any appraiser or any other person, related to the value of
Alpine's collateral; and

     c. All documents of any kind which relate to the value of
Alpine's collateral.

               About Lakota Canyon Ranch Development

Lakota Canyon Ranch Development, LLC, based in Wilmington, North
Carolina, develops real property throughout Colorado and manages a
residential condominium and golf course.  It goes by other names
like Lakota Investment Company, LLC; Lakota Canyon Ranch
Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota
Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse
Village, LLC.

The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  Kathy Webb has been assigned as Case Manager.  George
M. Oliver, Esq., at Oliver & Friesen, PLLC, serves as the Debtor's
bankruptcy counsel.


LAKOTA CANYON: Judge Wants Plan by Aug. 11; Status Hearing Set
--------------------------------------------------------------
Bankruptcy Judge Randy D. Doub directed Lakota Canyon Ranch
Development, LLC, to file a plan of reorganization and disclosure
statement by Aug. 11, 2011.

In setting the deadline, Judge Doub said the Court reviewed the
case file and fixed the filing date to ensure that the case is
handled expeditiously and economically.

According to Judge Doub, the Court will review the disclosure
statement when it is filed and, if acceptable, the disclosure
statement will be conditionally approved.  Additionally, the
hearing on approval of the disclosure statement will be combined
with the hearing on confirmation of the plan.  If the court
determines that the Debtor's plan provides adequate information
under 11 U.S.C. Sec. 1125(a) and 1125(f)(1) and that a separate
disclosure statement is not necessary, the Court may treat the
plan as the disclosure statement for the purpose of conditional
approval pursuant to Bankruptcy Rule 3017.1.  The judge said the
Debtor may use Official Form B25A, "Plan of Reorganization in
Small Business Case Under Chapter 11," and Official Form B25B,
"Disclosure Statement in Small Business Case Under Chapter 11."

Judge Doub also scheduled a status conference pursuant to 11
U.S.C. Sec. 105(d)(1) on June 20, 2011, at 9:45 a.m. by conference
telephone call.  At the status conference, counsel for the Debtor
must be prepared to (1) describe the nature of the Debtor'
business, (2) describe the reasons for filing the petition, (3)
describe the Debtor's strategy for reorganization, (4) give an
estimate of the attorney's fees and other professional fees, (5)
identify anticipated significant events in the case, (6) discuss
the need for future status conferences, and (7) identify the Court
location or locations most convenient for parties and counsel for
proceedings to be conducted.

Judge Doub will hold another hearing on June 27, this time to
consider motions filed by the Debtor to conduct examinations and
compel product of documents pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure on E. Peter Elzi and Alpine Bank.
The bank has opposed the request.

The Debtor said in court papers it anticipates filing a Plan of
Reorganization which will be fair and equitable to all creditors
and preserves the Debtor's equity in its property.

               About Lakota Canyon Ranch Development

Lakota Canyon Ranch Development, LLC, based in Wilmington, North
Carolina, develops real property throughout Colorado and manages a
residential condominium and golf course.  It goes by other names
like Lakota Investment Company, LLC; Lakota Canyon Ranch
Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota
Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse
Village, LLC.

The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  Kathy Webb has been assigned as Case Manager.  George
M. Oliver, Esq., at Oliver & Friesen, PLLC, serves as the Debtor's
bankruptcy counsel.


LAKOTA CANYON: Sec. 341 Creditors' Meeting Set for June 23
----------------------------------------------------------
The Bankruptcy Administrator for the Eastern District of North
Carolina will convene a meeting of creditors in the chapter 11
case of Lakota Canyon Ranch Development, LLC, on June 23, 2011, at
10:00 a.m. at Wilson 341 Meeting Room.

Proofs of Claim are due by Sept. 21, 2011.  Government Proofs of
Claim are due by Nov. 9, 2011.

               About Lakota Canyon Ranch Development

Lakota Canyon Ranch Development, LLC, based in Wilmington, North
Carolina, develops real property throughout Colorado and manages a
residential condominium and golf course.  It goes by other names
like Lakota Investment Company, LLC; Lakota Canyon Ranch
Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota
Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse
Village, LLC.

The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  Kathy Webb has been assigned as Case Manager.  George
M. Oliver, Esq., at Oliver & Friesen, PLLC, serves as the Debtor's
bankruptcy counsel.


LAKOTA CANYON: Wants Receiver to Turn Over Documents
----------------------------------------------------
Lakota Canyon Ranch Development, LLC, asks the Bankruptcy Court to
direct Cordes & Company to:

     (a) deliver to the Debtor copies of any records of the Debtor
held by or transferred to the Receiver's possession, or control on
the date that the Receiver acquires knowledge of the commencement
of the Debtor's bankruptcy case including, but not limited to all
contracts, leases, credit agreements and golf shop inventory; and

     (b) file an accounting of any property of the Debtor, or
proceeds, product, offspring, rents, or profits of such property
that, at any time, came into possession, custody or control of the
Receiver.

Cordes & Company was appointed as ex parte receiver over the
Debtor's property in Garfield County District Court, Case No.
11CV64, on March 4, 2011.  The Receiver constitutes a "custodian"
within the meaning of Sec. 543 of the Bankruptcy Code, according
to the Debtor.

The Debtor said its request will protect its Estate and will be in
the best interest of its creditors.

In a separate request, the Debtor seeks permission to assume an
executory contract with Pacific Equities Limited.

               About Lakota Canyon Ranch Development

Lakota Canyon Ranch Development, LLC, based in Wilmington, North
Carolina, develops real property throughout Colorado and manages a
residential condominium and golf course.  It goes by other names
like Lakota Investment Company, LLC; Lakota Canyon Ranch
Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota
Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse
Village, LLC.

The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  Kathy Webb has been assigned as Case Manager.  George
M. Oliver, Esq., at Oliver & Friesen, PLLC, serves as the Debtor's
bankruptcy counsel.


LAX ROYAL: Asks to Continue Using Cash Collateral
-------------------------------------------------
LAX Royal Airport Center, LP, has sought approval from the
Bankruptcy Court for the Central District of California to extend
the order authorizing the use of cash collateral for an additional
90 days, or through Sept. 9, 2011, or until the Property is sold
at a trustee's sale, whichever occurs first.

Michael N. Sofris, Esq., attorney for the Debtor, states that the
major asset of this estate is a commercial property located at
5933 West Century Boulevard, Los Angeles, Calif., located adjacent
to the Los Angeles Airport.  The Property is currently used as an
office building.  The property is appraised at $16.5 million.  As
of April 1, 2011, the Property was generating rental income of
$125,000 per month.

The sole secured lender MSCI has filed a claim in the bankruptcy
case asserting that its secured interest in the Property as of
April 29, 2011, is $7,913,982.75.  Given that an equity cushion
exists in the Property of over $8 million, it is unlikely that the
MSCI will have to look towards cash collateral to satisfy any of
its secured obligations.

Mr. Sofris asserts that the Debtor needs access to and continued
court approval to use cash collateral to manage and operate the
Property pending confirmation of its Chapter 11 plan.

                 About LAX Royal Airport Center, LP

Los Angeles, California-based LAX Royal Airport Center, LP, owns
a commercial property located adjacent to the Los Angeles Airport
valued at $16.5 million.

LAX Royal filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-12333) on Jan. 19, 2011.  Michael N. Sofris,
Esq., of Beverly Hills, Calif., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.


LEHMAN BROTHERS: SunCal Closes Purchase 3 of Developments
---------------------------------------------------------
SunCal has closed the purchase of three Southern California real-
estate developments after winning an April bankruptcy auction
related to Lehman Brothers' 2008 collapse.  Lehman was both an
equity partner and lender in the projects.

The three projects, one in Kern County and two in Riverside
County, represent more than 4,300 combined acres of land, and all
were developments that were being built with Lehman Brothers'
financial participation.  They include McAllister Ranch, a 2,070-
acre golf-course community in Bakersfield that has been entitled
for up to 6,000 homes; McSweeny Farms, a 673-acre master-planned
community in Hemet that is approved for 1,600 residences; and
SummerWind Ranch, a 1,583-acre-property in Calimesa that is
envisioned to offer over 3,600 homes.

SunCal's "all or nothing" winning bid of $71 million for the
three-property portfolio last month exceeded the individual bids
for the assets.  As a result of the now-completed purchases, funds
become available for the court-appointed trustee to pay claims of
creditors in accordance with the trustee's plan. The developments
had been in limbo since 2008.

The affairs of the former partner of SunCal Cos., Lehman Brothers,
are now being managed by Alvarez & Marsal, a New York
restructuring firm that has led the billing of more than $1
billion in legal and services fees related to the Lehman
bankruptcy.

"Because Lehman was not the majority lender, as they are in other
related cases, Alvarez & Marsal was not able to block a resolution
and prevent this 363 Sale from taking place.  The public auction
allowed SunCal to step up to the plate and become the high
bidder," sa id David Soyka, Senior Vice President of Public
Affairs for SunCal. "This is how the bankruptcy system is supposed
to work; a restructuring that allows the assets to be liquidated
and move the process forward.  Unfortunately, Alvarez & Marsal has
blocked every attempt at similar efforts in the other pending
Lehman cases."

These three properties were the subject of a bankruptcy action
that is separate from two other bankruptcy cases involving more
than 20 projects where SunCal Cos. and Lehman Brothers partnered
to create residential communities.

"We're pleased to close the transaction for these three
properties, and it would be great to see the same progress with
the other pending Lehman-involved cases," said Frank Faye, SunCal
Chief Operating Officer.  "Although these three developments have
been tied up in court for three years, the market's interest in
them has consistently remained strong.  Their true value has
finally been determined and realized through an open bidding
process."

At McAllister Ranch in Bakersfield, the transaction involved the
sale of 1,400 acres to the Rosedale Rio Bravo and Buena Vista
water storage districts for use in water banking.  SunCal retains
development rights for the remaining 600 acres, and a major amount
of infrastructure for the community is already in place, including
a Greg Norman-designed 18-hole golf course.

McSweeny Ranch in Hemet already had extensive development work
completed when work was interrupted three years ago, including
infrastructure, occupied Phase 1 homes and a completed community
recreation center.  SunCal collaborated with the hedge fund run by
John Paulson on this transaction and will provide the firm with
property management services.

SunCal plans to complete the development plans for SummerWind
Ranch as intended before the collapse of Lehman Brothers.

SunCal acquires, entitles and develops major residential
properties and commercial developments. The company specializes in
creating distinctive master-planned and mixed-use communities that
emphasize quality of life, environmental sensitivity and
recreational opportunities.  SunCal is the largest privately held
land developer in the U.S.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Asks N.Y. Court to Stay SunCal Claim Challenge
---------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Lehman Brothers Holdings Inc. is turning to
Judge James Peck, which presides over the Lehman bankruptcy case,
to block SunCal from attempting an "end-run" around the Court's
previous rulings.

According to DBR, Lehman Brothers is accusing SunCal of playing
"Russian roulette" in its cross-country legal fight with Lehman
and is asking Judge Peck to enforce the automatic stay in its
Chapter 11 case.  DBR notes the request, if granted, would bar
SunCal from challenging more than $100 million in claims Lehman
has asserted against the SunCal projects in their California
bankruptcy cases.

DBR relates that Judge Erithe Smith of the U.S. Bankruptcy Court
in Santa Ana, Calif., who's overseeing SunCal's bankruptcy cases,
said earlier this month that SunCal could pursue discovery
concerning its objections to Lehman claims.

Lehman says SunCal's recent bid to attack Lehman's claims as part
of the plan approval process in SunCal's bankruptcy case is simply
an attempt to disguise its lawsuit as a means of getting around
Lehman's automatic stay.

SunCal has argued in papers filed in the California bankruptcies
that it doesn't need Judge Peck's approval because its objections
to Lehman's claims are "defensive" in nature, and therefore aren't
subject to Lehman's automatic stay.

Judge Peck is scheduled to consider Lehman's request at a hearing
on June 15.

DBR relates Lehman's filing Tuesday in New York came the same day
as SunCal took control of three other developments it had begun
with Lehman's backing that had been mired in bankruptcy for more
than two years.  SunCal, which picked up the properties at a
bankruptcy auction for $71 million, took the opportunity to
criticize Alvarez & Marsal, Lehman's bankruptcy administrators,
for blocking its attempts to bring the California projects out of
bankruptcy.

DBR recounts that Alvarez & Marsal and SunCal have been battling
for more than two years over the fate of some 20 real-estate
projects in bankruptcy in California.  The two sides have proposed
rival bankruptcy-exit plans for the projects, into which Lehman
sank more than $2.3 billion prior to the collapses of the
California real-estate market and the investment bank itself.
Lehman would take control of the projects under its plan.
SunCal's plan, however, is based in part on its equitable
subordination lawsuit against Lehman. If successful, that suit
would bump Lehman's hundreds of millions of dollars in secured
claims below the claims of lower-ranking creditors.

According to DBR, the problem for SunCal is that Lehman is also
under bankruptcy protection.  Judge Peck has already rejected
SunCal's bid for relief from the automatic stay to proceed with
its equitable subordination lawsuit against Lehman.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEVELLAND/HOCKLEY: Proposes Bock & Garden as Counsel
----------------------------------------------------
Levelland/Hockley County Ethanol has asked authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Block & Garden, LLP, as general bankruptcy counsel nunc pro tunc
to the Petition Date.

The Debtor has selected B&G as general counsel because of its
attorneys' experience in Chapter 11 matters.

The services of B&G are necessary to enable Debtor to execute its
duties as Chapter 11 debtor in possession.  On an interim basis
and subject to further order of this Court, B&G will be required
to render, among others, these professional services to the
Debtor:

     a. advise and consult with LHCE in connection with its rights
        and duties as debtor in possession under the Bankruptcy
        Code, including advice in connection with matters of the
        administration of the estate and the proposal of a plan of
        reorganization and in matters arising from or related to
        confirmation and consummation of a plan;

     b. advise and assist LHCE in preparation of documents,
        schedules, statements, lists, reports and other matters
        required under the Bankruptcy Code and Bankruptcy Rules to
        be filed, and to coordinate with LHCE in preparation of
        reporting required by the U.S. Trustee's office;

     c. advise LHCE concerning and represent it in the conduct of
        the Bankruptcy Case, and as a complex chapter 11
        proceeding as the Bankruptcy Court may order, including
        preparation of notices to creditors, conducting hearings
        on First Day matters, maintenance of service lists, and
        other matters under such rules;

     d. advise and consult with LHCE on preservation of the
        bankruptcy estate and its rights and remedies with regard
        to the assets of the bankruptcy estate and in evaluation
        and conduct with respect to the claims of secured and
        unsecured creditors, and the interests of members of the
        LLC;

     e. to appear for, prosecute, defend, and represent LHCE's
        interests in contested matters and adversary proceedings
        arising from or related to the Bankruptcy Case, and to
        assist in the preparation of such pleadings, petitions,
        applications and orders as LHCE shall be required to
        prepare for the orderly administration of this case;

     f. to counsel LHCE with respect to obtaining, negotiating,
        documenting and seeking approval of matters relating to
        the use of cash collateral of pre-petition secured
        lenders, as to post-petition financing matters, and other
        post-petition operating issues;

     g. to represent LHCE before this Court and other courts of
        competent jurisdiction related to the Bankruptcy case; and

     h. to counsel LHCE with respect to the myriad of bankruptcy
        and other issues related to the Bankruptcy Case, and to
        perform other legal services that are necessary and
        desirable to its prosecution.

The current hourly rates of the principal attorneys presently
designated to represent the Debtors are:

     I. Richard Levy         Shareholder     $450 per hour
     Christopher McNeill     Shareholder     $400 per hour
     Susan Frierott          Associate       $300 per hour

Other shareholders, associates staff counsel and paraprofessionals
of B&G may from time to time assist in the representation of
Debtor in connection with these cases.  Billing rates for B&G's
other attorneys range from $225 per hour to $500 per hour.
Paraprofessionals normally are billed at $125 to $175 per hour.

I. Richard Levy, Esq., a shareholder at Block & Garden, LLP,
assured the Court that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

                     About Levelland Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011.  The Debtor is
represented by I. Richard Levy at Block & Garden, LLP, in Dallas.
The Debtor disclosed total assets of $60,451,124 and total
liabilities of $47,557,432 in its schedules.


LEVELLAND/HOCKLEY: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Levelland/Hockley County Ethanol LLC has filed with the U.S.
Bankruptcy Court for the Northern District of Texas its schedules
of assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                      $7,049,530
B. Personal Property                 $53,401,595
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $42,771,846
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $600,971
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $4,184,614
                                     -----------       -----------
      TOTAL                          $60,451,124       $47,557,432

                     About Levelland Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011.  The Debtor is
represented by I. Richard Levy at Block & Garden, LLP, in Dallas.
The Debtor disclosed total assets of $60,451,124 and total
liabilities of $47,557,432 in its schedules.


LIFECARE HOLDINGS: S&P Affirms 'CCC-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'CCC-' corporate
credit rating and its senior subordinated debt rating on Plano,
Texas-based LifeCare Holdings Inc. "We also revised the outlook to
stable from negative," S&P said.

"At the same time, we withdrew our issue-level ratings on the
company's senior secured debt because its credit facility was
replaced with a new, unrated credit facility," S&P noted.

"The low-speculative-grade rating on LifeCare reflects its narrow
focus in a competitive business heavily reliant on uncertain
Medicare reimbursement," said Standard & Poor's credit analyst
David Peknay, "and its highly leveraged financial risk profile
highlighted by very weak cash flow protection measures, slim
liquidity, and very high debt level."

The vulnerable business risk profile reflects LifeCare's ongoing
struggle to increase profitability and cash flow in a difficult
health care subsector. Despite its position as one of the largest
LTACH operators (a portfolio of 25 facilities if the pending
acquisition of six LTACHs is completed), profitability remains
depressed by several factors. LifeCare must contend with adverse
changes to Medicare reimbursement requirements, recent decline in
its average revenue per patient day because of its declining
amount of higher-paying private insurance revenue, and rising
expenses.

"We believe the new credit facility meaningfully reduces near-term
bankruptcy risk because of the covenant relief it provides. We are
more confident that the company will meet its minimum EBITDA
requirement given the absence of any near-term significant
reimbursement risks, some opportunities for the company
to increase admissions, and the additional EBITDA from the pending
transaction to acquire six LTACHs from HealthSouth. This is the
only covenant requirement until the fourth quarter of 2011. At
that time, the company will need to comply with a senior secured
leverage ratio requirement, and an interest coverage ratio
requirement. If both LifeCare's current hospital portfolio, and
the acquired HealthSouth hospitals (assuming the acquisition is
completed) perform in line with their recent respective operating
performance, we believe the company has a good chance of remaining
in compliance with its covenant requirements," S&P elaborated.


MBS MANAGEMENT: Dist. Ct. Affirms MXEnergy Forward Contract Ruling
------------------------------------------------------------------
MBS Management Services, Inc., and Vantage Power Services, LP,
entered into a Commercial Agreement on Dec. 12, 2005, that
required Vantage to "supply the full requirements" of electricity
to MBS, with MBS required to "receive and take its full electric
requirements from Vantage."  The contract provided that the Energy
Charges would be calculated by multiplying the "total monthly-
consumed kilowatt hours" by the "Energy Price listed in the Price
Exhibit."  The Price Exhibit set a term of 24 months for the
contract and stated a fixed price of $0.119 per kWh.  Although the
contract was signed by MBS, MXenergy actually delivered
electricity to 45 separate apartment complexes under the contract.
Each apartment complex was owned by a separate company for whom
MBS provided management services.

Although they were sister companies to MBS, none of them signed
the contract.  MX's accounting records divided the charges
incurred into 45 sub-accounts based on the delivery location for
the electricity provided.  Each month, invoices for electrical
services were mailed to MBS' main office for each sub-account,
identifying the property to which service was delivered.

On April 16, 2007, Vantage and MX entered into an Asset Purchase
Agreement whereby Vantage transferred all of its electrical
service agreements, including the contract at issue, to MX.

Following confirmation of MBS's Chapter 11 Plan, the Chapter 11
Trustee brought suit to avoid and recover payments of $156,345.93
made by MBS to MX.  The Chapter 11 Trustee alleges that the
payments were preferential under 11 U.S.C. Sec. 547.

In her Memorandum Opinion, dated June 29, 2010, the Honorable
Elizabeth W. Magner, U.S. Bankruptcy Judge for the Eastern
District of Louisiana, ruled that the payments made by MBS to MX
could not be avoided because MX was a forward contract merchant,
the contract was a forward contract, and the payments received by
MX were settlement payments under the contract.  Based on this
conclusion, the Bankruptcy Court determined that it "need not
discuss MX's remaining defenses of ordinary course and new value."
The Trustee appealed.  MX filed a cross notice of appeal.

In a May 17, 2011 Opinion, District Judge Ivan L. R. LeMelle ruled
that the Bankruptcy Court did not err in finding that MX is a
forward merchant contract, that the contract at issue is a forward
contract, and that the payments received by MX were settlement
payments under the contract.  Because the payments to MX are
protected from avoidance by the Trustee, the District Court need
not discuss MX's remaining defenses of ordinary course and new
value.  Accordingly, the ruling of the Bankruptcy Court is
affirmed and the appeal is dismissed at appellant's costs.

The case before the District Court is Claude Lightfoot, v.
MXEnergy, Inc. Section: "B"(1), Civil Action No. 10-2794 (E.D.
La.).  A copy of the District Court's ruling is available at
http://is.gd/HFDm6rfrom Leagle.com.

                        About MBS Management

Metairie, Louisiana-based MBS Management Services Inc. and its
affiliates broker and manage multifamily properties.  MBS
Management provides the real estate debtors with leasing,
maintenance coordination, on-site and regional management.
In most instances, MBS Management has engaged Gray Star or Lincoln
Property Company to handle the property management for the Real
Estate Debtors.

MBS Management and its affiliates filed for chapter 11 bankruptcy
on Nov. 5, 2007 (Bankr. E.D. La. Lead Case No. 07-12151).  Tristan
E. Manthey, Esq., Jan Marie Hayden, Esq., and Douglas S. Draper,
Esq. at Heller, Draper, Hayden, Patrick & Horn and Patrick S.
Garrity, Esq., and William E. Steffes, Esq., at Steffes Vingiello
& McKenzie LLC, represent the Debtors in their restructuring
efforts.  The Debtors disclosed to the Court $12,299,366 in total
assets and $9,461,174 in total debts.

MBS-South Point Apartments, an affiliate of the Debtor that owns a
128-unit apartment in Desoto, Texas, filed for Chapter 11
protection on Nov. 19, 2007 (Bankr. E.D. La. Case No. 07-12283).
MBS-The Trails Ltd. and MBS-Fox Chase Ltd., affiliates of the
Debtor, filed separate chapter 11 petition on Dec. 4, 2007 (Bankr.
N.D. Tex. Case Nos. 07-45430 and 07-45431, respectively).  These
affiliates estimated assets and debts between $1 million and
$10 million when they filed for bankruptcy.

Following confirmation of the Chapter 11 Plan, MBS transferred all
rights to avoid preferential or fraudulent conveyances to a
litigation trust for prosecution.  Claude Lightfoot was named
Trustee of the MBS Unsecured Creditors' Trust.


MEDICAL ALARM: Delays Filing of Form 10-Q for March 31 Quarter
--------------------------------------------------------------
Medical Alarm Concepts Holdings, 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 did not obtain all required information
prior to the required filing deadline and the Company and its
advisers could not complete the required information and financial
statements, including Management's Discussion and Analysis of
Financial Condition and Results of Operations, by the required
filing deadline.

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'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 had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


MICHAELS STORES: Michael Chae Resigns from Board of Directors
-------------------------------------------------------------
Michael S. Chae provided written notice to Michaels Stores, Inc.,
of his decision to resign as a member of its Board of Directors.
Mr. Chae resigned as a director on May 18, 2011.

By a written consent dated May 18, 2011, the stockholders of the
Company elected Jill A. Greenthal to the Board to fill the vacancy
created by the resignation of Mr. Chae.  Since the beginning of
the Company's last fiscal year through the present, there have
been no transactions with the Company, and there are currently no
proposed transactions with the Company, in which the amount
involved exceeds $120,000 and in which Ms. Greenthal had or will
have a direct or indirect material interest within the meaning of
Item 404(a) of Regulation S-K.

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at Jan. 29, 2011 showed $1.77 billion
in total assets, $4.43 billion in total liabilities and a
$2.66 billion stockholders' deficit.

                           *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MITCHELL FEEDS: N. Dakota Regulator Wants Firm Declared Insolvent
-----------------------------------------------------------------
KFGO.com reports that the North Dakota Public Service Commission
is asking a court to declare Mitchell Feeds Inc. insolvent and
appoint the PSC as trustee.  North Dakota farmers said the Company
owes them money for sunflower seeds.  Regulators then could start
administering a $70,000 bond taken out by the company through
Western Surety Co. of Sioux Falls, S.D. Judge Donald Jorgenson has
granted a temporary order that prevents Mitchell Feeds from
selling or transferring assets until he decides on the trustee
issue.

Based in Hendrum, Minn., Mitchell Feeds Inc., manufactures and
distributes a complete line of Shur Gain Swine, Dairy, Poultry,
Equine, and Specialty Feeds.  The retail store features Canine
Plus and Lifetime pet foods, Bird Feeds and Feeders, Animal Health
and Sanitation, as well as Fly and Rodent Control products.


MMRGLOBAL, INC: Incurs $1.73 Million Net Loss in First Quarter
--------------------------------------------------------------
MMRGLobal, Inc., 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 $571,981 of total revenues for the three
months ended March 31, 2011, compared with a net loss of $6.46
million on $90,164 of total revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed $1.87
million in total assets, $7.18 million in total liabilities and a
$5.31 million total stockholders' deficit.

"MMRGlobal is focused on expanding the capabilities of our MMRPro
product and services while we increase the size of our paid member
customer base through direct sales, affinity sales and patient
upgrades through our MMRPro Stimulus Program.  We are also focused
on continuing to generate revenue from strategic relationships
such as with Kodak, Chartis, Alcatel-Lucent and Unis-TongHE in
China.  At the same time, the Company continues to actively pursue
opportunities to exploit the Company's legacy biotech assets,"
stated MMRGlobal Chairman and CEO Robert H. Lorsch.

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

                        http://is.gd/QDOTca

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal'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, and 2009.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.


MONEYGRAM INT'L: Shareholders Approve Recapitalization Agreement
----------------------------------------------------------------
MoneyGram International, Inc., announced that all proposals
submitted for a vote during the Special Meeting of MoneyGram
International shareholders received shareholder approvals.  The
proposals were related to the previously announced
Recapitalization Agreement entered into by MoneyGram
International, Inc., affiliates and co-investors of Thomas H. Lee
Partners, L.P., and affiliates of Goldman, Sachs & Co., and
related amendments to the Company's charter documents reflecting
proposed changes agreed in the Recapitalization Agreement.
Following the shareholder vote, the Company also completed the
recapitalization transaction contemplated by the Recapitalization
Agreement.  Pursuant to the transaction, affiliates and co-
investors of Thomas H. Lee Partners, L.P., and Goldman, Sachs &
Co., converted the Company's Series B and Series B-1 preferred
shares into common stock or Series D preferred stock (a common
stock equivalent) and received additional shares of common stock
or Series D preferred stock and a cash payment, all as described
in the Recapitalization Agreement and the Company's proxy
statement.

"We are extremely pleased with our shareholders' strong support of
the recapitalization," said Pamela H. Patsley, MoneyGram chairman
and chief executive officer.  "The recapitalization transaction is
a significant step in the turn-around of MoneyGram.  The
transaction simplifies our capital structure, aligns the interests
of our shareholders and brings clarity in our efforts to create
long-term shareholder value."

In addition to the closing of the recapitalization, the Company
also closed on its new senior secured credit facility.  The new
$540 million senior secured credit facility consists of a $150
million, five-year revolving credit facility and a $390 million,
six and a half-year term loan.  The new term loan bears interest
at LIBOR plus 3.25 percent (with a LIBOR floor of 1.25 percent)
and materially extends the company's senior debt maturities to
2017.

                    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.


MORTGAGEBROKERS.COM: Incurs $188,310 First Quarter Net Loss
-----------------------------------------------------------
Mortgagebrokers.com Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of $188,310 on $2.92 million of revenue for
the three months ended March 31, 2011, compared with a net loss of
$81,676 on $3.11 million of revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed $910,641 in
total assets, $2.25 million in total liabilities and a $1.34
million total stockholders' deficit.

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

                        http://is.gd/8JPm78

                About MortgageBrokers.com Holdings

Based in Toronto, Canada, MortgageBrokers.com Holdings,
Inc., provides mortgage brokerage services in the Canadian
provincial markets of Newfoundland, Nova Scotia, New Brunswick,
Prince Edward Island, Ontario, Saskatchewan and Alberta.

The Company reported a net loss of $494,009 on $14.28 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $863,679 on $16.85 million of revenue during the prior year.

As reported by the TCR on April 25, 2011, McGovern, Hurley,
Cunningham, LLP, in Toronto, Canada, noted that the Company's
operating losses, negative working capital, and total capital
deficiency raise substantial doubt about its ability to continue
as a going concern.


MP-TECH AMERICA: Gets Final OK to Obtain $1.8 Million DIP Loan
--------------------------------------------------------------
The Hon. Dwight H. Williams of the U.S. Bankruptcy Court for the
Middle District of Alabama authorized, on a final basis, MP-Tech
America, LLC, to obtain postpetition secured credit of up to
$1,800,000 from Joon, LLC doing business as Ajin USA.

As reported in the Troubled Company Reporter on May 12, 2011, at
the outset of the Chapter 11 case, MP-Tech said it intended to
sell the business to Joon.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Ajin a lien on property of the
estate that is not otherwise subject to a lien, and a junior lien
on property of the estate that is subject to a lien.

                    About MP-Tech America, LLC

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.


MUZLINK LLC: Bankruptcy Bars 21st Century From Amending Complaint
-----------------------------------------------------------------
District Judge Lloyd D. George denied Plaintiff's motion for leave
to file an Amended Complaint in the lawsuit, 21st Century
Communities, Inc., a Nevada Corporation, v. Muzlink, LLC, a
California Limited Liability Company, No. 2:09-cv-02458 (D. Nev.),
after the defendant filed a notice of automatic stay pursuant to
its filing of a Chapter 11 bankruptcy petition.  The District
Court said the Plaintiff may re-file the motion at a later time if
appropriate.  The Court also directed the parties file a joint
status report within 180 days of the District Court's order.  The
parties may file such joint status report at an earlier time if
appropriate.

A copy of the District Court's May 19, 2011 Order is available at
http://is.gd/gwRIvFfrom Leagle.com.

Muzlink, LLC, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-15260) on April 28, 2011, listing under $1 million in
assets and debts.  A copy of the Debtor's petition is available at
no charge at http://bankrupt.com/misc/cacb11-15260.pdf


MXENERGY HOLDINGS: Inks Merger Agreement with Constellation
-----------------------------------------------------------
Constellation Energy Resources, LLC, a wholly owned subsidiary of
Constellation Energy Group, Inc., Nutmeg Merger Sub, Inc., a
wholly owned subsidiary of Constellation, MXenergy Holdings Inc.,
and, for certain limited purposes, Mx SR LLC, entered into an
Agreement and Plan of Merger.  Pursuant to the terms and subject
to the conditions set forth in the Merger Agreement, Constellation
has agreed to acquire Holdings through a merger of Merger Sub with
and into Holdings, with Holdings continuing as the surviving
corporation in the Merger and a wholly owned subsidiary of
Constellation.

At the effective time of the Merger, each issued and outstanding
share of Class A Common Stock, $0.01 par value per share; Class B
Common Stock, $0.01 par value per share; and Class C Common Stock,
$0.01 par value per share will be converted into the right to
receive the Common Share Price, less any applicable withholding
taxes.  In addition, at the Effective Time:

   * each restricted share of Common Stock that is issued and
     outstanding immediately prior to the effective time of the
     merger will become fully vested and the holders thereof will
     be entitled to receive an amount in cash equal to the Common
     Share Price, less any applicable withholding taxes;

   * each restricted stock unit issued under the Holdings 2010
     Stock Incentive Plan and outstanding immediately prior to the
     effective time of the merger will become fully vested and
     cancelled, and the holder thereof will be entitled to receive
     an amount in cash equal to the Common Share Price, less any
     applicable withholding taxes; and

   * each share of Common Stock held as treasury shares by
     Holdings will be cancelled, and retired and no payment will
     be made with respect to such shares.

In addition, pursuant to the terms of an agreement by and among
Sempra Energy Trading LLC, Holdings and certain of its
subsidiaries and an affiliate of Constellation, all of the issued
and outstanding Class B Common Stock, all of which is held by
Sempra, and all of the shares of Class C Common Stock held by
Sempra will be repurchased by Holdings and all of the RSUs held by
Sempra will be terminated immediately prior to the closing of the
Merger.  As a result, none of the Class B Common Stock will
participate in the Merger and none of the shares of Class B Common
Stock or Class C Common Stock or the RSUs held by Sempra will be
converted into the right to receive the Common Share Price.

The Common Share Price cannot currently be determined with
certainty because, among other things, certain amounts will be set
aside in escrow accounts for varying periods of time to satisfy
indemnification obligations owing to Constellation after the
closing of the Merger.  Based on the estimated range of the Common
Share Price, holders of the Common Stock, Restricted Shares and
RSUs are expected to receive aggregate Merger consideration
ranging from approximately $158.1 million to approximately $221.9
million.

At the closing of the Merger, approximately $43 million in Merger
consideration will be placed into escrow to indemnify
Constellation with respect to certain liabilities of Holdings, if
any, which will only be determinable following the closing of the
Merger.  An additional $4 to $5 million in Merger consideration
will be placed into escrow to cover certain post-closing purchase
price adjustments.  An additional $2 million of Merger
consideration will be placed in escrow for use by the
Securityholders Representative in the performance of its duties
under the Merger Agreement.  Escrowed funds will only be released
to Securityholders if the amount of the escrowed funds exceeds the
amount of the liabilities for which the escrowed funds have been
set aside.

Pursuant to the terms of the Merger Agreement, Mx SR LLC, a
special purpose entity established by Charterhouse Group, Inc.,
has been appointed as the representative of Securityholders.
Charter MX LLC, an affiliate of Charterhouse Group, Inc., is a
stockholder of Holdings.  Mx SR LLC or any successor to Mx SR LLC,
in the capacity as representative of Securityholders is referred
to herein as the "Securityholders Representative."  The
Securityholders Representative will act on behalf of the
Securityholders in connection with, among other things, the
administration of the Merger Agreement, including the provisions
relating to the indemnification obligations and the computation of
post-closing purchase price adjustments.  The Securityholders
Representative will be paid an annual fee of $100,000 for as long
as it serves as Securityholders Representative.

Pursuant to the terms of the Merger Agreement, Holdings has
commenced a solicitation of written consents of the stockholders
of Holdings with respect to their adoption of the Merger
Agreement.  The Merger Proposal must receive the affirmative
consent of stockholders holding the following percentages of the
Common Stock:

   -- at least 70% of the voting power of the Class A Common Stock
      voting as a separate class,

   -- at least 70% of the voting power of the Class B Common Stock
      voting as a separate class (which consent has already been
      obtained), and

   -- greater than 50% of the voting power of the Common Stock
     (the Class A, Class B and Class C Common Stock, voting
      together as a single class).

As of May 12, 2011, stockholders representing the following
approximate percentages of the Class A Common, the Class B Common
Stock and the Common Stock (the Class A, Class B and Class C
Common Stock, voting together as a single class) had granted their
consents in favor of the Merger Proposal:

                              Approximate Percentage of Class
  Class of Common Stock        Consenting as of May 12, 2011
  ---------------------       -------------------------------
  Class A                                   18%
  Class B                                  100%
  Common Stock                              41%

The closing of the Merger is subject to a number of closing
conditions, including, among others, the expiration or termination
of all applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, the receipt of any
necessary approvals from the Federal Energy Regulatory Commission
and certain state and local regulatory agencies, the receipt of
the Required Stockholder Consent, the termination of Holdings'
agreements with Sempra, the payment by Holdings of the termination
payments owing to Sempra, the repurchase of the Class B Common
Stock and Class C Common Stock held by Sempra and the cancellation
of Sempra's RSUs, The consummation of the Merger is not subject to
any financing condition.

Holdings, Constellation and Merger Sub have made customary
representations, warranties and covenants in the Merger Agreement.
Holdings' covenants include, among other things, covenants
regarding the operation of the Holdings' business prior to the
closing of the Merger and covenants prohibiting Holdings from
soliciting, providing information to third parties in connection
with or entering into discussions concerning, proposals relating
to alternative business combination transactions, except in
limited circumstances where Holdings' board of directors
determines in good faith, after consultation with its outside
financial advisors and outside legal counsel, that the failure to
take certain actions would be inconsistent with its fiduciary
duties.

The Merger Agreement contains certain termination rights for each
of Constellation and Holdings, including, among others, Holdings
right to terminate the Merger Agreement prior to the date on which
the Required Stockholder Consent is obtained to execute a binding
agreement with a third party submitting a superior takeover
proposal.  In that case, and in the event that the Merger
Agreement is terminated in certain other specified circumstances,
Holdings would be required to pay Constellation a $10 million
termination fee.  In addition, upon the termination of the Merger
Agreement under specified circumstances, Constellation will be
required to pay Holdings a termination fee in an amount equal to
$20,000,000.  The Merger cannot be completed prior to July 1,
2011, and is expected to be completed in July or August 2011.  If
the Merger is not completed by September 15, 2011, either
Constellation or Holdings may terminate the Merger Agreement.

A full-text copy of the Agreement and Plan of Merger is available
for free at http://is.gd/6U1fqI

A full-text copy of the Termination and Transfer Agreement is
available for free at http://is.gd/rwrhSv

                     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.


NAKNEK ELECTRIC: Wants Continued Cash Access to Operate Business
----------------------------------------------------------------
Naknek Electric Association, Inc., asks the U.S. Bankruptcy Court
for the District of Alaska to approve the fourth stipulated order
permitting interim use of cash collateral.

The stipulation was entered among the Debtor, the United States,
on behalf of the United States Department of Agriculture, Rural
Utilities Service, and National Rural Utilities Cooperative
Finance Corporation.

As of the Petition Date, RUS has a claim of $3 million on
obligations secured by a Restated Mortgage and Security Agreement
dated as of March 1, 2002.

The Debtor relates that: (1) the aggregate amount of cash in
Debtor's possession as of May 2, 2011, was $309,000; (2) the
Debtor continues to have an immediate need to obtain funds to
continue operation of its business.

The Debtor's collateral is deposited at Wells Fargo Bank, N.A.

The stipulation provides for, among other things:

   -- the Debtor is authorized, to use up to $300,155 of cash
      collateral and any other cash in its possession, solely for
      the purpose of paying Debtor's Chapter 11 operating
      expenses;

   -- as adequate protection for RUS, the Debtor will continue to
      make adequate protection payments of $18,000 by the last
      date of each month except that every third month that
      payment will be $60,100 to RUS.

   -- as adequate protection for CFC, the Debtor will continue to
      make adequate protection payments under the terms of the DIP
      loan agreement to CFC.

As further adequate protection, the Debtor will grant RUS and CFC
replacement liens on all of the estate's property.

              About Naknek Electric Association, Inc.

Naknek, Alaska-based Naknek Electric Association, Inc., operates
an electric utility generation plant that is run by diesel powered
generators. It provides electricity to 591 members of the
cooperative.  It also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection on
September 29, 2010 (Bankr. D. Alaska Case No. 10-00824).  Erik
LeRoy, Esq., at Erik Leroy P.C., assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


NAKNEK ELECTRIC: Wants DIP Loan OK'd to Purchase 2011-2012 Fuel
---------------------------------------------------------------
Naknek Electric Association, Inc., asks the U.S. Bankruptcy Court
for the District of Alaska to approve a debtor-in-possession
financing of up to $6,000,000 from National Rural Utilities
Cooperative Finance Corporation.

CFC is the Debtor's prepetition and postpetition creditor.  The
Debtor has scheduled these principal amounts owing to CFC on the
petition date on the various credits:

         Drill Rig Loan:           $8,301,411
         2010 fuel loan:           $2,690,000
         Long Term Loan:          $10,000,000
         LOC:                      $6,000,000

The Debtor also borrowed $1,500,000 postpetition to finance the
cleaning of its geothermal well.

The Debtor says that Rural Utilities Service holds a first
position recorded mortgage and perfected security interest on the
Generation Plant.  RUS is owed approximately $3,000,000.  CFC
holds a second position recorded mortgage and perfected security
interest on the Generation Plant as security for the $1,500,000
DIP loan.

The Debtor adds that the CFC security interests in its non-
geothermal assets subordinate to the security interests of RUS.

The Debtor would use the fund to purchase its 2011-2012 fuel.  The
Debtor relates that without the shipment of fuel, it will be
unable to generate electricity beginning sometime in June 2011.

The Debtor has more than 900 members which rely upon it for their
electricity needs.  NEA purchases its annual 1.5 million gallons
of diesel fuel in two separate shipments, one in May and one
in July or August.

The material terms of the DIP facility includes:

Identity of lender:            CFC holds several notes signed by
                                NEA.  CFC loaned NEA $8,500,000 to
                                purchase the drill rig now known
                                as NEA Rig No. 7.  CFC is the
                                lender of the First DIP Loan.

Amount of Credit:               $6 million

Funding schedule:               Month Maximum Outstanding Balance
                                May approximately $4,000,000
                                (dependent on fuel cost) July or
                                August approximately $6 million
                                (dependent on fuel cost).

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant CFC perfect security interests
in the power generation plant, all machinery and equipment and
accessories associated with that plant and the approximately
9.34 acres of land on which the plant is located.

A full-text copy of the of the DIP Agreement is available for free
at:

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

              About Naknek Electric Association, Inc.

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection on
September 29, 2010 (Bankr. D. Alaska Case No. 10-00824).  Erik
LeRoy, Esq., at Erik Leroy P.C., assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


NAKNEK ELECTRIC: Taps Alan H. Meyers to Handle Air System Suit
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska authorized
Naknek Electric Association, Inc.,to employ Alan H. Meyers, as
special counsel.

Mr. Myers will represent the Debtor in the litigation relating to
the air compression system.  The Debtor related that the air
compression system purchased from Advantage Equipment in Midland,
Texas did not perform as it had been represented.  The Debtor used
a portion of the $1.5 million DIP financing proceeds to purchase
the equipment.

Naknek, Alaska-based Naknek Electric Association, Inc., operates
an electric utility generation plant that is run by diesel powered
generators. It provides electricity to 591 members of the
cooperative.  It also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection on
September 29, 2010 (Bankr. D. Alaska Case No. 10-00824).  Erik
LeRoy, Esq., at Erik Leroy P.C., assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


NATIONAL CENTURY: Court Enters Summary Judgement vs. Credit Suisse
------------------------------------------------------------------
The U.S. District Court for the Southern District of Ohio granted
the motion for summary judgment filed by Credit Suisse Securities
(USA) LLC and Credit Suisse, New York Branch as to Credit
Suisse's civil claims and bankruptcy claims brought by the
Unencumbered Assets Trust formed under National Century's
confirmed Chapter 11 plan.

To recall, the UAT asserted various claims against Credit Suisse
for its alleged role in assisting National Century's founders and
principals in looting funds from two National Century Financial
Enterprises, Inc. subsidiaries, NPF VI and NPF XII.

Credit Suisse argued that it is entitled to summary judgment
under the equitable defense of in pari delicto because the UAT,
standing in the shoes of the Debtors, may not recover for the
Debtors' injuries because the Founders controlled the Debtors and
caused their injuries.  Credit Suisse also asserted that the
UAT's claim to avoid and recover a $100 million payment made by
NPF XII to Credit Suisse about five months before the Petition
Date is protected from avoidance because, among other things, it
was payment on a secured loan.

Accordingly, District Court Judge James L. Graham granted the
motion for summary as to the UAT's (i) civil claims because they
are barred by the in pari delicto defense, and (ii) bankruptcy
claims because a transfer to a creditor on a fully secured debt
is not avoidable either as a preferential transfer or a
fraudulent transfer.

         Court Asked to Reject Noteholders' Arguments

Credit Suisse asked District Judge Graham to reject the
noteholders' so-called "scheme liability" arguments.

To recall, the noteholders previously said that Credit Suisse can
be held liable for National Century's actions and for
participating in a scheme to defraud them.  The statement came
after Credit Suisse denied of making any representation to most,
if not all, of the noteholders in connection with their purchases
of the NPF notes.

In calling for the rejection of the noteholders' arguments,
Credit Suisse cited a recent decision handed down by the Third
Circuit overseeing a securities litigation brought against DVI
Inc. and its counsel, Clifford Chance, by purchasers of the
health care finance company's securities.

The Third Circuit issued a ruling on March 29, 2011, rejecting
the plaintiffs' argument that Clifford Chance directed DVI to
disregard recommendation by auditors to disclose in its quarterly
report weaknesses in the finance company's internal controls, and
that the law firm devised a scheme to avoid such disclosure.

The Third Circuit pointed out that DVI, not Clifford Chance,
filed the quarterly report and that the plaintiffs' claim failed
because they could not demonstrate that they relied on the law
firm's own conduct.  It ruled that Clifford Chance's alleged
deceptive conduct could not support a "scheme claim" because it
was not publicly disclosed and attributed to the law firm.

Credit Suisse's lawyer, Jeffrey Smith, Esq., at Bingham McCutchen
LLP, in New York, said the Third Circuit's reasoning also applies
in the case, pointing out that the "offering documents for the
notes were expressly attributed to [National Century], not Credit
Suisse."  He also argued that the noteholders relied on the
conduct of National Century and not Credit Suisse's.

Mr. Smith also refuted the suggestions of supplemental authority
submitted by the noteholders, along with Pharos Capital Partners
LP, regarding a ruling by a court overseeing Assured Guaranty
(UK) Ltd.'s lawsuit against J.P. Morgan Investment Management
Inc.

The court ruled that New York's Martin Act did not preempt common
law claims for breach of fiduciary duty and gross negligence.

Mr. Smith pointed out that since Assured Guaranty's case was
decided, no fewer than seven federal court judges in New York
have held that the Martin Act continues to preempt common law
claims that do not require scienter.

Credit Suisse's arguments drew flak from Metropolitan Life
Insurance Company and Lloyds TSB Bank plc.

Harold Levison, Esq., at Kasowitz Benson Torres & Friedman LLP,
in New York, said the DVI case is "wholly inapposite," pointing
out that MetLife and Lloyds' claims involve neither fraud-on-the
market theories nor scheme liability.

Mr. Levison criticized in particular Credit Suisse's statement
about the noteholders arguing that it can be held liable for
National Century's action and for its participation in the scheme
to defraud the noteholders.

"Credit Suisse does not and cannot cite to any submission from
MetLife and Lloyds in support of this statement because [they]
have never claimed that Credit Suisse should be liable based on a
theory of scheme liability," the lawyer said.  He clarified that
Credit Suisse's liability is based on direct misrepresentations
it made to MetLife and Lloyds in connection with their note
purchases as well as his clients' reliance on those
misrepresentations.

Mr. Levison also criticized Credit Suisse's argument about the
Martin Act, saying the court papers submitted by Credit Suisse
including the opinions of the seven federal court judges "contain
little or no substantive" analysis of the Martin Act preemption
argument.

          ING Bank, Poulsen Ink Deal to Dismiss Claim

In a related development, ING Bank N.V. sought and obtained a
court order approving an agreement to settle its claims against
Lance Poulsen, former NCFE chief executive officer.

The claim is on account of over $500 million ING Bank lost in the
massive securities fraud involving NCFE.

Meanwhile, a group of funds informed Judge Graham of its
intention to dismiss its claims against the principals of
National Century including Barbara Poulsen, Donald Ayers, Rebecca
Parrett and Mr. Poulsen.

The funds, which include the New York City Employees' Retirement
System, Teachers' Retirement System for the City of New York, New
York City Police Pension Fund, and New York City Fire Department
Pension Fund are set to file court papers calling for the
dismissal of their claims.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: Exec. Convicted of Fraud Insists on Innocence
---------------------------------------------------------------
Rebecca Parrett, former vice-chairwoman of National Century
Financial Enterprises who was convicted of defrauding investors,
said she had no part in the scheme, 10TV.com reported.

Ms. Parrett was convicted on March 13, 2008, in federal court in
Columbus, and was sentenced to 25 years in prison.  She was one
of the five National Century executives accused of defrauding
investors by diverting money for improper uses.

Prosecutors said the executives made up data in financial reports
and moved money back and forth between accounts to conceal
shortfalls in investor funds.  The government said investors lost
nearly $2 billion before National Century went bankrupt in 2002,
according to the report.

Federal lawyers said Ms. Parrett was ordered confined to her
Arizona home until sentencing.  She fled, however, to Mexico and
had been a fugitive for two years.  Ms. Parrett returned to
Columbus in handcuffs in December where she was immediately
sentenced to 25 years in prison with no chance for parole.

Ms. Parrett said she had no part in the fraud.  "Every day I was
gone, I was filled with the stress and torment of being a
fugitive," 10TV.com quoted her as saying.  "Coming back to face
prison for crimes I did not commit was also a very difficult
decision to bear."

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL ENVELOPE: Taps Justis Law Firm for Linde Litigation
------------------------------------------------------------
National Envelope Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ The Justis Law Firm LLC as their special litigation
counsel for the purpose of reviewing, analyzing, and prosecuting
claims relating to the "Linde Litigation."

The fee owed to the firm will be determined on a contingent basis.
A contingent fee of 20% will be paid on all monies collected from
settling potentially responsible parties.  A contingent fee of 25%
will be paid on (i) any claims settled at any time during the one
month period prior to the trial of any lawsuit, of after the
commencement of trial or any appeal on any lawsuit or (ii) a
judgment in the Debtors' favor.

The Debtors assure the Court that the firm is "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation
was the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including
National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead
Case No. 10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at
Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel
to the Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq.,
and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NCO GROUP: Acquires Protocol Global Solutions
---------------------------------------------
NCO Group, Inc., has acquired Protocol Global Solutions, Inc., a
leading provider of BPO solutions specializing in contact center
services for the energy, healthcare, government, pharmaceutical,
and insurance markets.  Protocol has 2,200 employees in seven
locations across the U.S. and internationally.

Within its CRM group, NCO currently serves some of the most
prestigious brands in the world via all contact channels, across
the complete customer lifecycle.  The impact of the transaction is
a combined company with enhanced CRM market penetration and
capabilities to drive growth in strategic markets.  This further
strengthens opportunities to provide a broader range and scale of
client solutions in the CRM marketplace.

Commenting on the acquisition, Ronald A. Rittenmeyer, NCO's
President and Chief Executive Officer, stated, "The acquisition of
Protocol is an integral part of the repositioning of our CRM
business.  Protocol's strong presence in growth verticals as well
as their experienced and proven management team will enhance our
service offerings and build on NCO's leadership position in the
BPO industry."

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.19 billion in total assets, $1.15 billion in total liabilities,
and a $44.80 million in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.


NET TALK.COM: CEO's Annual Salary Set at $199,000
-------------------------------------------------
Net Talk.com, Inc., executed Amended Employment Agreement with
Anastasios Kyriakides, its chief executive officer and president.

Changes include, without limitation:

   1. Salary set at $199,000 per year and $250,000 starting
      Jan. 1, 2012.

   2. Three year term with automatic renewal of two years.

   3. Change of control cash payment set at $1,500,000.

A full-text copy of the Amended Employment Agreement is available
for free at http://is.gd/lDxin8

On Nov. 15, 2009, Net Talk.com, Inc., adopted the 2010 Stock
Option Plan which is intended to advance the interests of the
Company's shareholders by enhancing the Company's ability to
attract, retain and motivate persons who make important
contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and
thereby better aligning the interests of such persons with those
of the Company's shareholders.  All of the Company's employees,
officers, and directors, and those Company's consultants and
advisors (i) that are natural persons and (ii) who provides bona
fide services to the Company not connected to a capital raising
transaction or the promotion or creation of a market for the
company's securities, are eligible to be granted options or
restricted stock awards under the Plan.  The maximum aggregate
number of shares of the Company's common stock that may be issued
under the Plan is 10,000,000 shares of the Company's common stock.

On May 16, 2011, Net Talk.com, Inc. approved and issued 3,890,500
shares of common stock to be issued and distributed under the
Company's 2010 Stock Option Plan.

On May 16, 2011, Nettalk.com, Inc., appointed and elected Dr.
George Gabb as member of the Board of Directors.  Mr. Gabb
replaces a vacant seat on the Company's Board of Directors.  Dr.
Gabb was selected to be member of the Board by Mr. Anastasios
Kyriakides, our CEO and President.  There is no arrangement or
understanding between the new director and any other person nor
any material plan, contract or arrangement regarding the new
director.  At this time Dr. Gabb has not been appointed to any
committee.

                        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.

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.


NEW STREAM: Court Approves Zolfo Cooper as Committee's Accountants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of New Stream Secured Capital, Inc., et al., to retain Zolfo
Cooper LLC as its forensic accountants and litigation support
consultants.

According to the Troubled Company Reporter on May 23, 2011, Zolfo
Cooper will, among other things:

   a) provide litigation support and forensic accounting services
      to the Committee, including with respect to (i) avoidance
      actions concerning investor redemption payments, lien
      transfers, and intercompany transfers; (ii) substantive
      consolidation; (iii) other potential estate claims against
      third parties;

   b) review and challenge the disclosure statement and fairness
      of any plan or reorganization, including the best interest
      of creditors; and

   c) provide other services as requested by the Committee.

The hourly rates of the Zolfo Cooper's personnel are:

     Managing Directors             $775 - $825
     Professional Staff             $230 - $695
     Support Personnel               $55 - $295

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

                          About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000. NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million. NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
NewOak Solutions LLC as its consultant; Kurtzman Carson
Consultants LLC as its communications agent; and Houlihan Lokey
Howard & Zukin Capital, Inc., as its financial advisor and
investment banker.


NEW STREAM: Court Approves Montgomery as Committee's Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of the Chapter 11
cases of New Stream Secured Capital, Inc. and its debtor
affiliates to retain Montgomery McCracken Walker & Rhoads LLP as
co-counsel, nunc pro tunc to April 6, 2011.

Montgomery McCracken has agreed to:

   (a) represent and advise the Committee in its communications
       with the Debtors, the United States Trustee, individual
       creditors, and any other parties in interest, with respect
       to the administration of the Chapter 11 cases;

   (b) conduct a review as may appear appropriate concerning
       the acts, conduct, assets, liabilities, and financial
       condition of the Debtors, the operation of the Debtors'
       businesses, any causes of action belonging to the Debtors'
       estates or creditors, and any other matter of significance
       to the Committee which may be relevant to the chapter 11
       cases;

   (c) conduct such negotiation and commence such litigation
       as may appear appropriate to maximize the estate for the
       benefit of the Debtors' creditors;

   (d) represent and advise the Committee in connection with
       the formulation, negotiation and confirmation of a chapter
       11 plan for the Debtors;

   (e) advise, assist and represent the Committee in the
       performance of its duties and the exercise of its powers
       under the Bankruptcy Code, the Bankruptcy Rules and the
       Local Rules;

   (f) prepare applications, motions and other papers for
       filing in the chapter 11 cases and in any related
       proceedings, and represent the Committee in proceedings
       herein or therein; and

   (g) perform such other legal services as may be required by
       the Committee in the chapter 11 cases and in any related
       proceedings.

Montgomery McCracken will seek compensation from the Debtors'
estates for services rendered to the Committee based on its hourly
rates in addition to reimbursement of necessary out-of-pocket
expenses.  The hourly rates charged by Montgomery McCracken range
from $360 to $645 for partners, $360 to $630 for of counsel, $240
to $395 for associates, and $150 to $230 for legal assistants and
paralegals.

Natalie D. Ramsey, Esq., a member of Montgomery McCracken, assured
the Court that her firm is a "disinterested person" as the term is
defined in Section 10(14)of the Bankruptcy Code.

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NEW STREAM: Court Approves NewOak as Committee's Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of New Stream Secured Capital, Inc., et al., to retain
NewOak Solutions LLC as its consultant.

NewOak will give, among other things:

   i) advice, interpretations, opinions, and technical analyses
      based on experience in the market place during the
      applicable times;

  ii) comparisons to applicable benchmarks; and

iii) descriptions of market conditions.

The Committee said that as of the date of the filing, NewOak has
already provided the majority of its services to be provided at a
cost of $20,000.

NewOak's compensation includes:

   a. For Phase I Services: The fee for the services will be equal
      to $50 per life insurance policy in connection with a
      portfolio of approximately 400 life insurance policies
      totaling $20,000.

   b. For Phase II Services: The billable hours for the services
      will be billed at these rates:

      Ron D'Vari            $950
      Managing Director     $750
      Director - Analyst    $500

   c. For Expert Witness Services: The senior NewOak professional
      providing Expert Witness Services will be billed at the rate
      of $950 per hour.  Billable hours for Expert Witness
      Services include any interstate travel time from the
      expert's state of residence.  Expenses reasonably incurred
      in completing Expert Witness Services requested by Quinn
      Emmanuel or the Creditors' Committee will be reimbursed, at
      cost and without any markup.

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

The Committee has set a hearing for today, May 16, 2011, for its
requested retention of NewOak.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000. NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million. NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.


NORTEL NETWORKS: Genband Seeks to Recover $27-Mil. From Sale
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Genband Inc., which purchased the Internet telephony
business from Nortel Networks Inc., tired of waiting and filed a
motion on its own to compel Nortel to carry out a settlement of
the price-adjustment clause in the purchase agreement.  Genband's
motion will be the subject of a hearing in bankruptcy court on
June 7. If the bankruptcy judge goes along, Genband will receive a
refund of almost $27 million from the sale that was predicted to
bring in $182 million.  Genband was authorized in March 2010 to
buy the business.  After the sale was completed, a dispute arose
over price adjustments.  If Genband were correct in its
interpretation, the final price would be $142.9 million. If Nortel
were right, it would be $182 million.

Mr. Rochelle recounts that the parties took the dispute to
mediation and reached a settlement in April. According to
Genband's motion, Nortel is to pay almost $27 million. Where the
bankrupt company ordinarily files motions to approve settlements,
Genband accused Nortel of foot-dragging and filed its own motion
asking the bankruptcy court to approve the settlement at the next
major hearing on June 7.

                      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.


NORTHGATE CROSSING: To File Plan in 60-90 Days; Seeks Bar Date
--------------------------------------------------------------
NorthGate Crossing LLC said in papers filed in Court that it will
be in a position to file a bankruptcy-exit plan and an
accompanying disclosure statement within the next 60 to 90 days.

In connection with the plan confirmation process, the Debtor said
it needs to obtain complete and accurate information regarding the
claims asserted against the estate to the Debtor can evaluate and
compare the claims to those listed on the Debtor's schedules of
assets and liabilities, and address those claims in connection
with the plan confirmation process.

In this regard, the Debtor is asking the bankruptcy court to
establish a deadline for creditors to file proofs of claim.
Specifically, the Debtor ask the Court to set the claims bar date
as 45 days after service of the bar date notice.  Government
units, meanwhile, have 180 days from the petition date to file
proofs of claim.

                     About NorthGate Crossing

NorthGate Crossing LLC owns and plans to develop a roughly 88-acre
mixed use tract of real property located in the city of Indio,
Riverside County, California.  The planned project includes
commercial retail spaces, single family residences and a hotel.

NorthGate Crossing LLC, c/o Oresund Capital LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24944) on May 5,
2011.  Judge Scott C. Clarkson presides over the case.  The Debtor
is represented by Richard H. Golubow, Esq., at Winthrop Couchot,
as bankruptcy counsel.  In its Scheduled, the Debtor disclosed
assets of $27,502,421 and debts of $29,015,903.


NORTHGATE CROSSING: Taps Winthrop Couchot as Bankruptcy Counsel
---------------------------------------------------------------
NorthGate Crossing LLC seeks Bankruptcy Court permission to employ
as its bankruptcy counsel:

          Richard H. Golubow, Esq.
          WINTHROP COUCHOT
          660 Newport Center Dr, 4th Floor
          Newport Beach, CA 92660
          Tel: 949-720-4100
          Fax: 949-720-4111
          E-mail: rgolubow@winthropcouchot.com

The firm's rate ranges from $135 per hour for its paralegal and
$725 an hour for attorneys.

Prior to the petition date, Winthrop Couchot received from Toklan
Oil & Gas Corp. payments for legal fees incurred and expenses
advanced on the Debtor's behalf.  Toklan, Patrick B. Cobb and
Thomas Mann were guarantors of a $26 million construction loan
that La Jolla Bank, FSB, made to the Debtor pre-bankruptcy.
OneWest Bank FSB acquired the interest in the loan after La Jolla
Bank was placed in receivership.  OneWest has alleged that the
Debtor is in default under the loan and has commenced foreclosure,
prompting the Debtor to file for bankruptcy.

Patrick B. Cobb is the managing member of Oresund Capital LLC,
which holds a 50% membership interest in and is the managing
member of the Debtor.  PHR LLC holds the remaining 50% interest.
Toklan holds a 45% interest in PHR and Mr. Cobb holds a 4%
interest in PHR and a 45.95% interest in Toklan.

The payments made by Toklan to Winthrop Couchot were made in
advance and over time in the aggregate amount of $248,785 to
satisfy the Debtor's outstanding prepetition obligations to the
firm and to fund a retainer for the purpose of having the firm
represent the Debtor in bankruptcy.  As of the petition date, the
retainer has a balance of $195,700.

The firm attests that it holds no interest adverse to the interest
of the Debtor's estate.

                     About NorthGate Crossing

NorthGate Crossing LLC owns and plans to develop a roughly 88-acre
mixed use tract of real property located in the city of Indio,
Riverside County, California.  The planned project includes
commercial retail spaces, single family residences and a hotel.

NorthGate Crossing LLC, c/o Oresund Capital LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24944) on May 5,
2011.  Judge Scott C. Clarkson presides over the case.  The Debtor
is represented by Richard H. Golubow, Esq., at Winthrop Couchot,
as bankruptcy counsel.  In its Scheduled, the Debtor disclosed
assets of $27,502,421 and debts of $29,015,903.


NUMOBILE INC: Incurs $750,731 Net Loss in March 31 Quarter
----------------------------------------------------------
Numobile, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $750,731 on $56,393 of revenue for the three months ended
March 31, 2011, compared with a net loss of $1.22 million on
$88,840 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $3.66
million in total assets, $9.00 million in total liabilities, all
current, and a $5.33 million total stockholders' deficit.

A full-text copy 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.

The Company reported a net loss of $2.99 million on $403,331 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $1.50 million on $177,815 of revenue during the prior year.

As reported by the TCR on April 7, 2011, Gruber and Company, LLC,
in Lake St. Louis, Missouri, expressed substantial doubt about the
Company's ability to continue as a going concern.  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.


NURSERYMEN'S EXCHANGE: Case Summary & Creditors List
----------------------------------------------------
Debtor: Nurserymen's Exchange, Inc.
        2651 North Cabrillo Highway
        Half Moon Bay, CA 94019

Bankruptcy Case No.: 11-31985

Chapter 11 Petition Date: May 23, 2011

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

Judge: Dennis Montali

Debtor's Counsel: Stephen D. Finestone, Esq.
                  LAW OFFICES OF STEPHEN D. FINESTONE
                  456 Montgomery Street, 20th Floor
                  San Francisco, CA 94104
                  Tel: (415) 421-2624
                  E-mail: sfinestone@pobox.com

Debtor's
Claims &
Notice Agent:     OMNI MANAGEMENT GROUP, LLC

Debtor's
Financial
Advisors:         C&A, INC.

Scheduled Assets: $34,755,036

Scheduled Debts: $24,772,945

The petition was signed by Justin Dautoff, chief operating
officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Technical Traffic Consultants-TTC  Trade Debt           $1,500,000
30 Hemlock Drive
Congers, NY 10920-1400

AB Bonsai & Pottery                Trade Debt           $1,154,000
13300 Amar Road
City of Industry, CA
91746

Milgro Nursery, LLC                Trade Debt             $795,196
P.O. Box 6069
Oxnard, CA 93031

Newish Industrial Limited          Trade Debt             $642,470
Rm.1901-1902, Tower B
63-73 Wo Yi Hop Road
Kwai Chung,N.T., HK

Asian Handicrafts                  Trade Debt             $438,587
Rampur Road
Moradabad 244001
India

Por La Mar Nursery                 Trade Debt             $426,952
P.O. Box 6354
Santa Barbara, CA 93160-6354

Mainstay Business Solution         Trade Debt             $394,900
Flexible Funding, LLC
P.O. Box 26470
San Francisco, CA 94126

California Florida Plant Company,  Trade Debt             $349,536
LP
P.O. Box 5310
Salinas, CA 93915

Sunlet Nursery                     Trade Debt             $306,297
3636 Luneta Lane
Fallbrook, CA 92028

Huiyuan Int'l Commerce &           Trade Debt             $231,985
Exhibition Company, Ltd.

Smartland Industrial Company       Trade Debt             $212,900

Select Personnel Services          Trade Debt             $195,022

International Paper Company        Trade Debt             $142,869

All Phaze Solutions, Inc.          Trade Debt             $123,929

G Cheng                            Deferred Comp          $116,320

International Freight Service      Trade Debt             $108,875

Greenleaf Chemical LLC             Trade Debt             $107,434

William Epstein                    Deferred Comp          $100,341

Jerry Caudle                       Deferred Comp          $100,314

Temkin International, Inc.         Trade Debt              $98,578


OLENDER MATTRESS: Closes Business After 109 Years
-------------------------------------------------
The Business Review reports that Olender Mattress will have a
liquidation sale this weekend.  The Business Review relates that
Olender Mattress is closing, after being in the area since 1902.
Olender's only store today is located on State Street in downtown
Schenectady.  Olender said that items in stock will be sold at or
below wholesale prices, starting at 10:00 a.m. on May 28, The
Business Review reports.  Olender Mattress is a family-owned, 109-
year-old mattress and furniture retailer.


OPUS WEST: Parent Settles Lawsuit With Unit; Pays $45 Million
-------------------------------------------------------------
Mark Reilly at St. Paul Business Journal reports that Opus Corp.
has settled a lawsuit that claimed it stripped millions of dollars
from Opus West, its onetime subsidiary, to funnel cash into family
trusts and local charities.

According to the Business Journal, The Star Tribune said that Opus
Corp. quietly paid $45 million to plaintiffs, citing sources
familiar with the case.  Business Journal notes that court records
only show that the case, filed in 2009, was dismissed last month.
Plaintiffs argued that Opus transferred money out of Opus West
when Opus West was insolvent, forcing it to go under, the report
says.

St. Paul Business Journal discloses that most of the money ($30
million) will go to Bank of America and Wells Fargo Bank, who were
owed $260 million when Opus West filed for bankruptcy.  About
$3 million will be shared by the 150 workers who lost their jobs;
lawyers get the rest, according to the report.

Opus representatives continued to say the company didn't do
anything wrong, and also that the Opus Corp. that got sued was the
old Opus, not the new Opus, which is still controlled by the
Rauenhorst family trusts but employs only about one-tenth of its
former workforce.

                    About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1, 2009, in Delaware.
Opus South Corp., a Florida condominium developer based in
Atlanta, filed a Chapter 11 petition April 22, 2009, in Delaware.


PALMDALE HILLS: Lehman Asks N.Y. Court to Stay Claim Challenge
--------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Lehman Brothers Holdings Inc. is turning to
Judge James Peck, which presides over the Lehman bankruptcy case,
to block SunCal from attempting an "end-run" around the Court's
previous rulings.

According to DBR, Lehman Brothers is accusing SunCal of playing
"Russian roulette" in its cross-country legal fight with Lehman
and is asking Judge Peck to enforce the automatic stay in its
Chapter 11 case.  DBR notes the request, if granted, would bar
SunCal from challenging more than $100 million in claims Lehman
has asserted against the SunCal projects in their California
bankruptcy cases.

DBR relates that Judge Erithe Smith of the U.S. Bankruptcy Court
in Santa Ana, Calif., who's overseeing SunCal's bankruptcy cases,
said earlier this month that SunCal could pursue discovery
concerning its objections to Lehman claims.

Lehman says SunCal's recent bid to attack Lehman's claims as part
of the plan approval process in SunCal's bankruptcy case is simply
an attempt to disguise its lawsuit as a means of getting around
Lehman's automatic stay.

SunCal has argued in papers filed in the California bankruptcies
that it doesn't need Judge Peck's approval because its objections
to Lehman's claims are "defensive" in nature, and therefore aren't
subject to Lehman's automatic stay.

Judge Peck is scheduled to consider Lehman's request at a hearing
on June 15.

DBR relates Lehman's filing Tuesday in New York came the same day
as SunCal took control of three other developments it had begun
with Lehman's backing that had been mired in bankruptcy for more
than two years.  SunCal, which picked up the properties at a
bankruptcy auction for $71 million, took the opportunity to
criticize Alvarez & Marsal, Lehman's bankruptcy administrators,
for blocking its attempts to bring the California projects out of
bankruptcy.

DBR recounts that Alvarez & Marsal and SunCal have been battling
for more than two years over the fate of some 20 real-estate
projects in bankruptcy in California.  The two sides have proposed
rival bankruptcy-exit plans for the projects, into which Lehman
sank more than $2.3 billion prior to the collapses of the
California real-estate market and the investment bank itself.
Lehman would take control of the projects under its plan.
SunCal's plan, however, is based in part on its equitable
subordination lawsuit against Lehman. If successful, that suit
would bump Lehman's hundreds of millions of dollars in secured
claims below the claims of lower-ranking creditors.

According to DBR, the problem for SunCal is that Lehman is also
under bankruptcy protection.  Judge Peck has already rejected
SunCal's bid for relief from the automatic stay to proceed with
its equitable subordination lawsuit against Lehman.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


PALMDALE HILLS: SunCal Closes Purchase 3 of Developments
--------------------------------------------------------
SunCal has closed the purchase of three Southern California real-
estate developments after winning an April bankruptcy auction
related to Lehman Brothers' 2008 collapse.  Lehman was both an
equity partner and lender in the projects.

The three projects, one in Kern County and two in Riverside
County, represent more than 4,300 combined acres of land, and all
were developments that were being built with Lehman Brothers'
financial participation.  They include McAllister Ranch, a 2,070-
acre golf-course community in Bakersfield that has been entitled
for up to 6,000 homes; McSweeny Farms, a 673-acre master-planned
community in Hemet that is approved for 1,600 residences; and
SummerWind Ranch, a 1,583-acre-property in Calimesa that is
envisioned to offer over 3,600 homes.

SunCal's "all or nothing" winning bid of $71 million for the
three-property portfolio last month exceeded the individual bids
for the assets.  As a result of the now-completed purchases, funds
become available for the court-appointed trustee to pay claims of
creditors in accordance with the trustee's plan. The developments
had been in limbo since 2008.

The affairs of the former partner of SunCal Cos., Lehman Brothers,
are now being managed by Alvarez & Marsal, a New York
restructuring firm that has led the billing of more than $1
billion in legal and services fees related to the Lehman
bankruptcy.

"Because Lehman was not the majority lender, as they are in other
related cases, Alvarez & Marsal was not able to block a resolution
and prevent this 363 Sale from taking place.  The public auction
allowed SunCal to step up to the plate and become the high
bidder," sa id David Soyka, Senior Vice President of Public
Affairs for SunCal. "This is how the bankruptcy system is supposed
to work; a restructuring that allows the assets to be liquidated
and move the process forward.  Unfortunately, Alvarez & Marsal has
blocked every attempt at similar efforts in the other pending
Lehman cases."

These three properties were the subject of a bankruptcy action
that is separate from two other bankruptcy cases involving more
than 20 projects where SunCal Cos. and Lehman Brothers partnered
to create residential communities.

"We're pleased to close the transaction for these three
properties, and it would be great to see the same progress with
the other pending Lehman-involved cases," said Frank Faye, SunCal
Chief Operating Officer.  "Although these three developments have
been tied up in court for three years, the market's interest in
them has consistently remained strong.  Their true value has
finally been determined and realized through an open bidding
process."

At McAllister Ranch in Bakersfield, the transaction involved the
sale of 1,400 acres to the Rosedale Rio Bravo and Buena Vista
water storage districts for use in water banking.  SunCal retains
development rights for the remaining 600 acres, and a major amount
of infrastructure for the community is already in place, including
a Greg Norman-designed 18-hole golf course.

McSweeny Ranch in Hemet already had extensive development work
completed when work was interrupted three years ago, including
infrastructure, occupied Phase 1 homes and a completed community
recreation center.  SunCal collaborated with the hedge fund run by
John Paulson on this transaction and will provide the firm with
property management services.

SunCal plans to complete the development plans for SummerWind
Ranch as intended before the collapse of Lehman Brothers.

SunCal acquires, entitles and develops major residential
properties and commercial developments. The company specializes in
creating distinctive master-planned and mixed-use communities that
emphasize quality of life, environmental sensitivity and
recreational opportunities.  SunCal is the largest privately held
land developer in the U.S.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


PATIENT SAFETY: Incurs $628,542 Net Loss in March 31 Quarter
------------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of $628,542 on $1.97 million of revenue for
the three months ended March 31, 2011, compared with net income of
$393,546 on $2.36 million of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed $13.27
million in total assets, $3.13 million in total liabilities, all
current, and $10.14 million in total stockholders' equity.

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

                       http://is.gd/x2ctBF

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported net income of $2.00 million on $14.79
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $17.53 million on $4.50 million of revenue during
the prior year.

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PAULA BRUCE: Court Rejects Corvus' "Excusable Neglect" Argument
---------------------------------------------------------------
Paula Marie Bruce filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-10822) on March 7, 2011, and the case has been
floundering ever since.  Ms. Bruce is represented by an unpaid
attorney working pro bono who freely admits that she knows nothing
about Chapter 11 and is not competent to represent a Chapter 11
debtor in possession.  The attorney has represented to the Court
that prior to bankruptcy Ms. Bruce paid $19,666 to the Corvus Law
Group to represent her, but the firm failed to file on her behalf
and failed to return the funds.

On March 24, 2011, Ms. Bruce's counsel filed a motion to compel
the Corvus Law Group to return Ms. Bruce's money.  The matter came
on for hearing on April 15, 2011.  The Corvus Group completely
ignored the motion and did not appear at the hearing.

Bankruptcy Judge Alan Jaroslovsky, in a May 22, 2011 ruling, said
the Court could have issued an order at that point, but given the
urgency of the matter -- Ms. Bruce has no other funds available to
hire proper counsel -- the Court issued its own order on that
date, requiring the Corvus Law Group and some of its members to
file a detailed statement of fees and expenses by May 2 and to
appear before the Court on May 6, 2011.  The order stated that
"Failure to comply may result in a complete forfeiture of all fees
and an order that you return all fees heretofore received by you
to the debtor."

The Corvus Law Group did not file the statement of fees and
expenses, nor did they appear at the hearing.  The Court
accordingly ordered them to refund all of the money to Ms. Bruce,
together with $250 per day for each day until compliance.  The
Court also suspended their electronic filing privileges and their
right to file new bankruptcy cases in this district.

After the court entered its order, it learned that the Corvus Law
Group had attempted to appear telephonically the morning of the
hearing, even though clearly posted court rules require advance
arrangements.  On May 9, 2011, a full week after it was due and
three days after the hearing, the Corvus Law Group filed the
required statement of fees and expenses.

The Corvus Law Group sought relief from the May 6 order, citing
"excusable neglect," a calendaring error.  It's principal, Ryan
West, says in just a sentence or two that he calendared the
hearing for the wrong week.

Judge Jaroslovsky said the Corvus Law Group's motion does not
establish excusable neglect.  It does not describe the Corvus Law
Group calendaring system, who was responsible for calendaring the
hearing and what went wrong.  It does not discuss why Ms. Bruce's
original motion heard on April 15 was ignored.  Most tellingly, it
does not explain why the Corvus Law Group knew about the hearing
on May 6 and made a frantic last-minute attempt to appear
telephonically just before the hearing.  If the matter had truly
been mis-calendared, the Corvus Law Group would not have realized
it until it received the court's order.  The Corvus Law Group has
not established that its neglect was excusable, and its motion
will accordingly be denied.

A copy of the Court's Finding of Contempt and Memorandum on Motion
to Set Aside Order is available at http://is.gd/Y3EmgZfrom
Leagle.com.


PETROLEUM & FRANCHISE: Has Interim Access to Cash Until June 14
---------------------------------------------------------------
The Hon. Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut authorized, in a 10th interim order,
Petroleum & Franchise Capital, LLC and Petroleum & Franchise
Funding, LLC, to use the cash collateral of their lender parties.

The Debtors would use the cash collateral to fund their Chapter 11
case, pay suppliers and other parties until June 14, 2011.

The 10th interim order provides for, among other things, payment
of $4.5 million of SWAP expenses.

As reported in the Troubled Company Reporter on April 11, as of
the Petition Date, Autobahn Funding Company LLC and DZ Bank
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AS Main (the
Lender Parties) allege, among other things, a first priority
secured claim against all of Debtor PFF's assets, including PFF's
cash and accounts receivable.

Pursuant to an August 30, 2007 receivables loan and security
agreement by and among the Debtors and Autobahn Funding Company,
LLC (the Lender) and DZ Bank (the Agent), there is outstanding
principal balance of approximately $54 million under the various
loan agreements with the Lender and the Agent.  In June 2010, the
Agent declared a default and triggered increased amortization
under the various loan documents and ceased future funding of the
Debtors.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement or substitute liens in all postpetition assets of the
Debtors and proceeds thereof, excluding any bankruptcy avoidance
causes of action, and that replacement liens will have the same
validity, extent, and priority that the Lender Parties possessed
as to said liens on the Petition Date.

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assist the Company in
its restructuring effort.  BDO USA, LLP, serves as the Company's
accountants.  The Company estimated assets and debts at $50
million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PJ FINANCE: Obtains Extension of Schedules to June 6
----------------------------------------------------
PJ Finance Company, LLC, and its affiliates sought and obtained
from the U.S. Bankruptcy Court for the District of Delaware the
time within which they must file their schedules of assets and
liabilities, and statements of financial affairs by approximately
60 days, for a total of approximately 90 days after the Petition
Date, through and including June 6, 2011.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.

Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the official committee of unsecured
creditors as lead counsel.  Richard Scott Cobb, Esq., and William
E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del.,
serve as the committee's local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PLATINUM ENERGY: Syd Ghermezian Discloses 59.7% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Syd Ghermezian and Pacific International
Group Holdings LLC disclosed that they beneficially own 13,490,296
shares of common stock of Platinum Energy Resources, Inc.,
representing 59.7% of the shares outstanding.  A full-text copy of
the regulatory filing is available for free at http://is.gd/8kjjWW

                       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.


POWER CONTRACTING: Wants to Use Fifth Third's Cash Collateral
-------------------------------------------------------------
Power Contracting, Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania for authorization to use the cash
collateral of Fifth Third Bank.

Fifth Third Bank loaned money to the Debtor and claims a current
debt in the approximate of $20,606,667, plus interest and counsel
fees, and secured by a lien upon all of the Debtor's assets
pursuant to a Security Agreements dated Dec. 2, 2010.

The Debtors relate that they had cash collateral as of the
Petition Date consisting of accounts receivable in the approximate
amount of $ 850,000 from non-Debtor parties.

The Debtor will use the cash collateral to conduct its day to day
business.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Fifth Third:

   a) commencing on June 5, 2011, the Debtor will pay the Secured
      Creditor $20,000 a month for 30 days;

   b) in the alternative, the Debtors will pay Fifth Third Bank,
      among other things:

      i.  15% of the gross revenue of Power Contracting;
     ii.  4% of the gross revenue of Metal Foundations, LLC; and
    iii.  5% of the gross revenue of Grille on 7th;

   c) in that 30 day period, the Debtors will attempt to work out
      a permanent cash collateral order; and

   d) the Debtor will pursue a sale of 4 pieces of John Deere
      equipment for $440,000 to RDO, distributor of John Deere a
      3rd party they will pay the available proceeds to lien
      holders.

                  About Power Contracting, Inc.

Wildwood, Pennsylvania-based, Power Contracting, Inc., aka Max &
Erma's Restaurant, Inc. filed for Chapter 11 protection (Bankr.
W.D. Penn. Case No. 11-22841) on  May 2, 2011.

Debtor affiliate Gary Reinert, operates several companies in the
construction business and the restaurant business.

Debtor-affiliates also sought Chapter 11 protection on May 2, 2011
(Bankr. W.D. Penn Case Nos. 11-22840 - 11-22846).  Calaiaro &
Corbett, P.C. represents the Debtors in their restructuring
efforts.  The Debtors estimated assets and debts at $10 million to
$50 million.


PRIUM SPOKANE: Has Continued Access to Sterling's Cash Collateral
-----------------------------------------------------------------
The Hon. Frank L. Kurts of the U.S. Bankruptcy Court for the
Eastern District of Washington approved a stipulation between
Prium Spokane Buildings, L.L.C., and Sterling Savings Bank,
authorizing the Debtor to use the cash collateral.

Prium Spokane is the fee owner of certain office condominiums
located within the Wells Fargo Center at 601 West First Avenue,
Spokane, Washington.  The Debtor's primary source of revenue of is
derived from the leases of its office condominiums within the
property.  The leases are subject to the senior lien interest of
Sterling Savings, as the assignee of Intervest-Mortgage Investment
Company, as security for a loan in the original principal amount
of $25,575,000.

The property is also subject to a Jan. 29, 2008, junior deed of
trust in favor of Michael R. Mastro that Michael R. Mastro
assigned outright to Wells Fargo Bank, N.A., on Dec. 23, 2008, and
assigned again to Terry L. Durst on Jan. 28, 2009, for collateral
purposes only.  The property is also subject to a claimed
mechanics and materialmen's lien in favor of Specialty
Construction Systems, Ltd.

The Debtor will use the cash collateral for payment of ordinary
operating expenses, and for payment of administrative expenses.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Sterling a lien upon all
postpetition collateral in the same priority, nature, and extent
as held prepetition by that entity, in all proceeds thereof.

The Court also ordered that all cash collateral will be deposited
to the Sterling Savings Bank account which has been established as
the Prium Spokane debtor-in-possession account and the cash
collateral account.

Any funds remaining in the account each month, after disbursement
to the management account for payment of items in accordance with
the cash collateral budget, will be disbursed to Sterling Savings
up to a maximum amount that is equal to accrued postpetition
interest under the Intervest Note at the non-default rate of 5%.

The Court also approved that the property will remain under the
management of Black Realty Management, Inc. in accordance with a
Management Agreement dated Dec. 21, 2009.

               About Prium Spokane Buildings, L.L.C.

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.


PRIUM SPOKANE: U.S. Trustee Wants Case Dismissed or Converted
-------------------------------------------------------------
Robert D. Miller Jr., the U.S. Trustee for Region 18, asks the
U.S. Bankruptcy Court for the Eastern District of Washington to
dismiss, or in the alternative, convert the Chapter 11 case of
Prium Spokane Buildings, L.L.C., to one under Chapter 7 of the
Bankruptcy Code.

The U.S. Trustee explains that the Debtor has not filed any of the
monthly operating reports required.  The Debtor has provided some
financial information about its operations for some reporting
periods in another form, but has not provided all of the
information required by the local rule.  The Debtor is now five
months delinquent in its monthly operating reports.

The U.S. Trustee is represented by James D. Perkins, Esq.

               About Prium Spokane Buildings, L.L.C.

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.


PRIUM SPOKANE: Court OKs Access to Loan for Settlement Payments
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
authorized Prium Spokane Buildings, L.L.C., to obtain secured
credit to fund the settlement payments that the Debtor would be
obligated to pay upon approval of:

   1) the settlement agreement among Specialty Construction
      Systems, Ltd., Prium Spokane, Intervest-Mortgage Investment
      Company, and Sterling Savings Bank; and

   2) the settlement agreement among Yost, Mooney and Pugh
      Contractors, Inc., Prium Spokane, Intervest, and Sterling.

The specialty agreement and the Yost, Mooney and Pugh Agreement
require payment to those claimants of $276,434.

Sterling agreed to loan the settlement funds as an additional
advance under the terms of the existing credit facility between
Intervest and Prium Spokane, as assigned by Intervest to Sterling,
pursuant to the Promissory Note between Prium Spokane and
Intervest dated Sept. 8, 2006, in the original amount of
$25,575,000, and the Sept. 8, 2006 first position Deed of Trust
against assets that presently secure repayment of the Promissory
Note.  The collateral consists of certain office condominiums
located within the Wells Fargo Center at 601 West First Avenue,
Spokane, Washington.

The terms of the proposed financing are:

         Interest rate:                   6-1/2%
         Maturity:                        June 30, 2011

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender adequate protection
payments with interest at 5% per annum.

The Debtor will also grant the lender first priority lien position
with priority over all administrative expenses subject only to the
carve out for administrative expenses.

               About Prium Spokane Buildings, L.L.C.

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.


R & S ST. ROSE: Asks for OK for Larson & Stephens as Counsel
------------------------------------------------------------
R & S St. Rose Lenders, LLC, has asked authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Larson
& Stephens, LLC, as general bankruptcy counsel.

Larson & Stephens is familiar with bankruptcy practice and is well
qualified to act in the capacity as attorneys for Debtors.  It is
necessary for Debtors to employ attorneys to render these
services:

     a. prepare schedules, statements, applications and reports
        for which the services of an attorney is necessary;

     b. advise the Debtors of its rights and obligations and its
        performance of its duties during the administration of
        this case;

     c. assist the Debtors in formulating a plan of reorganization
        and disclosure statements and obtain approval and
        confirmation thereof; and

     d. represent the Debtors in all proceedings before the Court
        and other courts with jurisdiction over this case.

The Debtors will compensate attorneys and paralegals at varying
rates as follows:

     Zachariah Larson           $450
     Shara Larson               $350
     Paralegals                 $175

Zachariah Larson, Esq., assured the Court that Larson & Stephens
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.

                       About R & S St. Rose

R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-14973).  Zachariah Larson,
Esq., and Sarah Larson, Esq., at Larson & Stephens, LLC, in
Las Vegas, serve as bankruptcy counsel.  The Debtors disclosed
total assets of $12,041,574 and total debts of $19,688,291.


RASER TECHNOLOGIES: Committee, US Trustee Oppose Sale Structure
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Raser Technologies Inc. is facing opposition from the
official creditors' committee, the U.S. Trustee and some
individual creditors over the proposed financing and procedures
for selling the business, mostly likely to secured creditors.

According to report, Raser wants the bankruptcy court in Delaware
to sanction a July 25 auction for the right to sponsor a
reorganization plan and take ownership when the company emerges
from Chapter 11.  Before the April 29 Chapter 11 filing, Raser
reached agreement on a reorganization plan where Linden Advisors
LP and Tenor Capital Management LP would acquire all of the new
stock for $19.7 million.  The price is composed of $2.5 million in
cash and exchange for debt.  The sale itself would be approved as
part of the confirmation process on a Chapter 11 reorganization
plan.  If the court approves at the May 25 hearing, Linden and
Tenor will provide $8.75 million in financing.  From the total,
$6 million is for paying off existing debt.  The two investors
already own about half the $57.2 million owing on 8% convertible
senior unsecured notes.

Mr. Rochelle relates that the U.S. Trustee and the official
committee both argue that a 5% breakup fee for the so-called
stalking-horse buyers is too high, especially considering the cash
component of the price is $2.5 million.  The U.S. Trustee says
that proposed auction procedures "ultimately prevent a competitive
bidding process."  The committee similarly sees the process as
insuring that no one else will bid while the financing will "cede
complete control" of the case to the lenders.  The period for
soliciting other offers is too truncated, while the financing
would force unsecured creditors to negotiate a Chapter 11 plan
"after the plan structure is approved," the committee said.  Raser
wants the court to require other bids by July 20, two days before
auction.

                      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 separate Chapter 11 petitions on
April 29, 2011 (Bankr. D. Del. Case Nos. 11-11319 to 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.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.

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.


RENAISSANCE CHARTER: Fitch Assigns 'BB+' Rating to Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to this series of
revenue bonds issued by the Florida Development Finance
Corporation (FDFC) on behalf of Renaissance Charter School, Inc.
(RCS):

   -- $85.1 million education facilities revenue bonds (RCS
      projects), series 2011A;

   -- $3.3 million taxable education facilities revenue bonds (RCS
      projects), series 2011B.

The fixed-rate series 2011A and 2011B bonds (the bonds) are
expected to price via a negotiated sale on or about June 15, 2011.
Proceeds will be used to finance construction and renovation of
facilities to be used for seven charter schools at four locations;
fund a portion of the interest expense over the first 30 months
through capitalized interest; a debt service reserve equal to the
lesser of the legally defined maximum annual debt service, 125% of
average annual debt service, or 10% of the par amount of the
bonds; and pay costs of issuance.

The Rating Outlook is Stable.

Rating Rationale:

   -- The 'BB+' rating primarily reflects the significant credit
      risks presented by RCS' current capital plan, which involves
      the opening of three startup schools on two campuses, and is
      heavily reliant on substantial enrollment growth over
      multiple years to pay pro forma debt service.

   -- Additional concerns include management agreements with
      Charter Schools USA (CSUSA) that are not coterminous with
      final maturity of the bonds; extremely limited projected
      liquidity of the seven schools involved in this transaction
      (the financed schools); a very high debt burden; and
      industry-standard charter-renewal risk.

   -- Offsetting credit strengths include strong security and
      contractual provisions, including a favorable flow of funds,
      subordination of CSUSA's management fees, and the use of
      various risk mitigants in the construction contracts;
      CSUSA's record of financial and operational success as a
      charter management organization (CMO); and healthy demand
      for CSUSA-managed schools, including the financed schools.

Key Rating Drivers:

   -- Continued strong performance of CSUSA as a CMO, thereby
      ensuring high levels of student demand;

   -- Regular renewals of the CSUSA management contracts for the
      financed schools;

   -- Achievement of projected enrollment growth within
      anticipated timelines, and proactive action on the part of
      CSUSA to ensure financial stability during the ramp-up phase
      for the financed schools.

Security:

The bonds are secured by a gross pledge of various revenues of the
financed schools. Pledged revenues consist primarily of per full-
time equivalent (FTE) funding from the state of Florida (general
obligation bonds rated 'AAA' with a Negative Outlook by Fitch).
Further security is provided through a debt service reserve fund
(DSRF); a first lien on three of the financed facilities and a
leasehold interest in the fourth; and capitalized interest during
the enrollment ramp-up period.

Credit Summary:

Reflective of the speculative-grade rating, the financing plan
(base case) for the series 2011 bonds relies on significant
enrollment growth over multiple years. Three of the seven financed
schools will open for their first semester next fall and a fourth
school is just nearing the end of its inaugural year. Base case
projections indicate funded FTE enrollment supporting the series
2011 bonds more than doubling from 1,259 in the current 2010-11
school year to 2,958 in the 2011-12 school year (beginning in fall
2011). Given that in the absence of such substantial growth RCS
would likely be unable to cover debt service by 1.0 times(x) and
would be in violation of multiple covenants under the transaction
documents, the risk to bondholders of failed growth is high.

Fitch believes several key factors mitigate this risk, but are
insufficient to warrant an investment grade rating. First, demand
for CSUSA schools, and specifically the financed schools, is high.
CSUSA typically retains over 90% of eligible students at its
managed schools, and new applications routinely exceed the number
of available slots. Preliminary fall 2011 data for all of the
financed schools indicates similar trends. Through May 16, the
combination of recommitted current students and new applicants
exceeds fall 2011 enrollment targets by over 60% on a combined
basis. Only a single grade at one school is currently under-
enrolled, and CSUSA expects to fully enroll that grade this
summer. While recommitted students and applicants are not
guaranteed to attend in the fall, Fitch believes the significant
oversubscription makes it probable that the initial enrollment
target will be achieved or exceeded. Pro forma base case
projections anticipate continued substantial enrollment growth
beyond fall 2011. Fitch requested sensitivity analyses to assess
(1) the financed schools' ability to withstand enrollment
shortfalls or (2) weakened state per-FTE funding. In the first
case, the financed schools would be unable to cover debt service
without achieving nearly all of the enrollment growth contemplated
in the base case. Under the second scenario (state funding
reductions), the financed schools would be able to continue
covering debt service by implementing cost containment measures,
including deferring CSUSA management fees. Fitch notes that CSUSA
decreased operating expenses at the existing financed schools in
fiscal 2009 and 2010 during a period of volatility in state
funding.

A second key offset to the substantial enrollment growth risk is
CSUSA's track record of successfully opening and operating charter
schools since 1998. CSUSA schools consistently outperform their
district public school competitors academically; in fiscal 2010,
15 of 20 CSUSA-managed schools achieved an 'A', the highest
possible academic grade from the state's Department of Education.
Impressively, CSUSA recently became the first and only CMO in the
nation accredited on a company-wide basis by the Southern
Association of Colleges and Schools Council on Accreditation and
School Improvement (SACS/CASI). CSUSA's internal process for
opening new schools includes careful assessment of demand and
potential school locations, and intensive marketing and
recruitment practices. Fitch notes that all three of the startup
schools in the series 2011 transaction are in markets with
existing CSUSA-managed schools, providing additional brand
recognition, and familiarity with local demand dynamics. Because
of CSUSA's integral role in managing the schools, Fitch believes
the renewal of CSUSA's management agreements for the financed
schools, which is anticipated, is essential to rating stability.

Current management agreements for the financed schools will have
an initial term of the greater of five years or the expiration of
the related charter. Any unanticipated change in CSUSA's role in
managing the financed schools could lead to negative rating
pressure.
Due to the startup nature of three of the financed schools, the
projected available funds (cash and investments that are not
restricted) are extremely light while the debt burden will be very
high. Coverage of projected fiscal 2012 (the first full year of
operations for the financed schools) operating expenses from
available funds is anticipated to be approximately 6%-7%, and
coverage of total pro forma debt is projected at 1%-2%. Pro forma
legal maximum annual debt service (as defined in the bond
documents) is expected to consume a very high 35%-36% of projected
fiscal 2012 revenues.
Characteristic of the sector, RCS faces the possibility of charter
non-renewal for each of the financed schools, although several
have been successfully renewed. CSUSA's history of success with
charter renewals throughout the state, as well as its record of
academic and financial stability helps mitigate this concern. In
addition, state laws governing charter schools explicitly define
the valid reasons for charter termination or non-renewal, and
provide a clear appeals process.

Bondholders benefit from structural aspects of the transaction.
The trust indenture requires RCS to divert pledged revenues of all
of the financed schools to the trustee on a monthly basis for
initial allocation to debt service and replenishment of any DSRF
deficiencies. While not a true intercept of state aid, this
structure functions in much the same way and preserves the
priority of bondholders over the schools' operating expenses and
CSUSA's management fees. The debt service allocations are done on
a combined basis and are non school-specific. Additional
protections include construction risk mitigation measures such as
guaranteed maximum price contracts for all four facilities, with
provisions to withhold payment or assess contractor penalties for
late completion on three of the contracts. Construction at three
of the four facilities is currently underway and CSUSA reports
they are all on schedule to open this summer. The fourth project
will begin this summer and is scheduled to open before fall 2012.


REVLON INC: Completes 2011 Term Loan Agreement Refinancing
----------------------------------------------------------
Revlon, Inc., announced that its wholly-owned operating
subsidiary, Revlon Consumer Products Corporation, had consummated
the previously-disclosed refinancing of its existing bank term
loan facility.

The new term loan facility reduced RCPC's interest rates, with
Eurodollar Loans bearing interest at the Eurodollar Rate plus
3.50% per annum (a reduction from the previous 4.00% per annum)
and Alternate Base Rate ("ABR") Loans bearing interest at the
Alternate Base Rate plus 2.50% (a reduction from the previous
3.00% per annum).  Further, the new term loan facility reduced the
Eurodollar and ABR floors, respectively, to 1.25% (a reduction
from the previous 2.00%) and 2.25% (a reduction from the previous
3.00%).  Also, the maturity of RCPC's prior term loan facility was
extended to November 2017 (it was previously scheduled to mature
in March 2015).

As part of this refinancing, RCPC's prior term loan facility,
which had $792 million aggregate principal face amount outstanding
at March 31, 2011, was refinanced with the new $800 million 2011
Term Loan Facility under a third amended and restated term loan
agreement dated as of May 19, 2011, among RCPC, as borrower, the
lenders party thereto, Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse Securities (USA) LLC and Wells Fargo
Securities, LLC as the joint lead arrangers; CGMI, JPM Securities,
Merrill Lynch, Credit Suisse, WFS and Natixis, New York Branch, as
joint bookrunners; JPMorgan Chase Bank, N.A. and Bank of America,
N.A. as co-syndication agents; Credit Suisse, Wells Fargo Bank,
N.A. and Natixis as co-documentation agents; and Citicorp USA,
Inc. as administrative agent and collateral agent.

The refinancing did not impact RCPC's existing 2010 $140 million
asset-based, multi-currency revolving credit facility, due March
2014, which had nil outstanding borrowings at March 31, 2011.

RCPC used the net proceeds from the 2011 Term Loan Facility, which
was drawn in full on the May 19, 2011, closing date and issued to
lenders at 99.5% of principal amount, to refinance in full the
approximately $792 million of outstanding indebtedness under its
existing term loan facility and to pay approximately $2 million of
accrued interest, with the balance used for fees and expenses
incurred in connection with consummating the 2011 refinancing and
other general corporate purposes.

The 2011 Term Loan Facility continues to be guaranteed and secured
by the same collateral package and guarantees that secure the
Existing 2010 Revolving Credit Facility, including being supported
by, among other things, guarantees from Revlon, Inc., and, subject
to certain limited exceptions, RCPC's domestic subsidiaries.
RCPC's obligations under the 2011 Term Loan Agreement and the
obligations under such guarantees are secured by, subject to
certain limited exceptions, substantially all of the assets of
RCPC and the guarantors, including: (i) mortgages on owned real
property, including RCPC's facility in Oxford, North Carolina;
(ii) the capital stock of RCPC and the subsidiary guarantors and
66% of the voting capital stock and 100% of the non-voting capital
stock of RCPC's and the subsidiary guarantors' first-tier, non-
U.S. subsidiaries; (iii) intellectual property and other
intangible property of RCPC and the subsidiary guarantors; and
(iv) inventory, accounts receivable, equipment, investment
property and deposit accounts of RCPC and the subsidiary
guarantors.

                          About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

The Company's balance sheet at March 31, 2011, showed
$1.10 billion in total assets, $1.79 billion in total liabilities
and a $686.50 million in total stockholders' deficiency.


RPM INT'L: Moody's Rates Preferred Shelf Filing at '(P)Ba1'
-----------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to RPM
International Inc.'s (RPM) proposed $150 million add-on to its
6.125% guaranteed senior unsecured notes due 2019. Proceeds from
the notes will be used for general corporate purposes. Moody's
also rated a shelf filing (P) Baa3. The outlook remains stable.

"RPM's Baa3 rating incorporates our view that RPM is supported by
relatively stable financial metrics and a diverse product
portfolio," said Moody's analyst Bill Reed.

The company's credit profile continues to benefit from a diverse
portfolio of products that supply various consumer and industrial
end-markets. Furthermore, RPM has many well-known brand names
including Rust-Oleum, Watco, Zinsser, and DAP. Most of RPM's
products are specialty coatings and sealants with applications in
corrosion control, waterproofing, sealing, flooring and roofing.
The ratings affirmation reflects Moody's continued belief that RPM
will meet the retained free cash flow to net debt ratio thresholds
in excess of 20%.

Ratings assigned:

   RPM International Inc.

   -- Proposed add on to 6.125% senior unsecured notes due 2019 --
      Baa3

   -- Senior unsecured shelf - (P)Baa3

   -- Preferred shelf - (P)Ba1

RATINGS RATIONALE

The Baa3 rating reflects Moody's expectation that RPM will not
pursue large debt financed acquisitions and instead continue its
historic focus on bolt-on acquisitions and joint ventures to
augment organic growth. Additionally, RPM's rating is tempered by
an elevated dividend and the expectation that management will
continue to raise the dividend as earnings increase. Further
reflected in the stable outlook is the generation of stable cash
flows along with management's record of maintaining a relatively
conservative financial profile. Although there is limited
possibility of an upgrade currently due to uncertainty involved
with potential litigation and court rulings pertaining to the May
2010 asbestos related announcements (see below), the chances of a
positive rating adjustment would be enhanced if the company were
to generate free cash flow to adjusted debt greater than 8% on a
sustainable basis combined with favorable progress in the trust
negotiations. If the ratio of retained cash flow to total adjusted
debt were to drop to below 20%, on a sustained basis, or if a
large debt financed acquisition or share repurchase program were
to cause this ratio to decline to below 20%, a review or lower
ratings may be triggered. If management becomes more aggressive
with its dividend policy, significantly increases its share
repurchases, or takes other actions that are likely to materially
weaken credit metrics, Moody's could reassess the appropriateness
of the company's Baa3 ratings.

RPM's stable outlook also reflects management's decisions
regarding its ongoing asbestos liabilities. Moody's affirmation of
RPM's ratings despite the vagaries of litigation and the
uncertainty surrounding court rulings, assumes that the filing
will result in the cessation of all such current asbestos
liability claims and that RPM's ultimate net exposure will be no
worse than the current long lived efforts at resolving claims in
state courts. Moody's estimates that final resolution will not
take place for 3-4 years. The initial credit implications prior to
a final settlement are modestly positive in terms of cash flow and
the deconsolidation of the asbestos balance sheet liability, which
resides on Bondex's balance sheet.

ASBESTOS BACKGROUND

On May 31, 2010, Bondex and its parent, SPHC, filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code. SPHC
is the parent company of Bondex. SPHC and Bondex took this action
with the hope of permanently and comprehensively resolving all
pending and future asbestos-related liability claims. As a result
of the filing, all Bondex and SPHC asbestos personal injury
lawsuits have been stayed due to the imposition of an automatic
stay applicable in bankruptcy cases. Through the Chapter 11
proceedings, the filing entities intend ultimately to establish a
trust in accordance with section 524(g) of the Bankruptcy Code and
seek the imposition of a channeling injunction that will direct
all future SPHC-related and Bondex-related claims to the trust. It
is anticipated that the trust will compensate claims at
appropriate values established by the trust documents and approved
by the bankruptcy court. At this time, it is not possible to
predict how long the proceedings will last, the form of any
ultimate resolution or when an ultimate resolution might occur.

Approval of the plan will require agreement by at least 75% of,
yet to be determined, claimants and by the US courts. The plans
for a Trust are set up via a chapter 11 filing for SPHC/Bondex and
the ultimate establishment of a Trust possibly funded with a
combination of cash, equity, and notes. The assets of SPHC include
the stock of discrete operating companies in addition to Bondex.

RPM International Inc. (RPM), headquartered in Medina, Ohio, is a
holding company, whose subsidiaries are manufacturers of specialty
coating and other products for both industrial/professional and
retail do-it-yourself markets. Sales on an LTM basis ending
February 28, 2011 were $3.4 billion.

The principal methodology used in rating RPM was the Global
Chemical Industry Methodology, published in December of 2009.


RQB RESORT: Judge Laurel M. Isicoff as Named as Judicial Mediator
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
appointed the Hon. Laurel M. Isicoff as judicial mediator; and
directed RQB Resort LP and RQB Development LP, and Goldman Sachs
Mortgage Company to resolve differences through mediation.

The Court also ordered the parties to furnish Judge Isicoff with a
statement of their mediation position and with other information
at times as Judge Isicoff may request.

The Court requests the that within five days after the conlusion
of the mediation conference, Judge Isicoff file a mediation report
indicating whether all required parties were present and had
authority to settle, whether the matter was settled, was continued
with the consent of the parties, or whether the mediator was
forced to declare an impasse.

In a separate order, the Court denied Goldman Sachs motion for
adequate protection or, in the alternative, for stay relief.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SEARS HOLDINGS: S&P Lowers Corp. Rating to 'B+' on Weak Earnings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sears
Holdings Corp. and its subsidiaries, including the corporate
credit rating to 'B+' from 'BB-'. "The outlook is negative. We
also affirmed the 'B-2' short-term rating on subsidiary Sears
Roebuck Acceptance Corp. given Sears' strong liquidity," S&P
related.

"The rating on Sears Holdings Corp. reflects our expectations that
sales will remain under pressure due to intense competition," said
Standard & Poor's credit analyst Ana Lai, "and weak consumer
demand in the fragile economic recovery for high-ticket items such
as appliances." Negative sales trends, combined with expected cost
pressure, should result in lower-than-expected earnings in 2011
and further deterioration in credit measures.


SIRIUS XM: Moody's Upgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service upgraded Sirius XM Radio Inc.'s
Corporate Family Rating (CFR) to B2 from B3 and Probability of
Default Rating (PDR) to B1 from B2. Associated debt ratings were
upgraded as detailed below. The upgrades reflect the company's
increasing subscriber base, improved operating performance, and
recent debt reductions. The speculative-grade liquidity rating is
unchanged at SGL-2. The rating outlook is stable.

Upgrades:

   Issuer: Sirius XM Radio Inc.

   -- Corporate Family Rating, Upgraded to B2 from B3

   -- Probability of Default Rating, Upgraded to B1 from B2

   -- $257 million Senior Secured Notes due 2015, upgraded to Ba2,
      LGD 2 -- 10% from Ba3, LGD 2 -- 12%

   -- $800 million Senior Notes due 2015, upgraded to B2, LGD 4 --
      64% from B3, LGD 4 -- 65%

   -- $700 million Senior Notes due 2018, upgraded to B2, LGD 4 --
      64% from B3, LGD 4 -- 65%

   -- $778.5 million Senior Notes due 2013, upgraded to B2, LGD 4
      -- 64% from B3, LGD 4 -- 65%

Unchanged:

   -- Speculative Grade Liquidity Rating, SGL-2

   -- Outlook stable

RATINGS RATIONALE

Sirius' B2 corporate family rating reflects the company's high
leverage of 6.0x debt-to-EBITDA as of March 31, 2011 (including
Moody's standard adjustments), which should improve to less than
5.4x by year end due primarily to EBITDA growth. Based on Moody's
forecasts, Moody's expects free cash flow will increase to more
than $270 million in 2011 (or more than 8% of debt balances)
driven by subscriber growth as the economy and automotive sales
recover in addition to reduced capital spending. Subscribers have
grown to 20.6 million as of March 2011 from 18.8 million at year
end 2009 despite high churn in the subscriber base and increasing
competition from advertising supported radio services (Pandora)
and Internet radio programs (iheartradio) delivered on hand held
devices and automotive OEM-factory installed peripheral equipment.
Elevated capital spending on the construction and launch of one
satellite limits free cash flow generation in 2011; however,
Moody's expects capital spending to decrease significantly after
this year due to the absence of expenditures related to the
planned construction of new satellites until after the first half
of 2015.

Sirius competes for consumers against a variety of entertainment
options, many of which are free, and sustaining the subscriber
base requires significant investments in programming and
marketing. The 2008 merger of Sirius Satellite Radio Inc. and XM
Satellite Radio Inc. rationalized these investments as programming
contracts were renegotiated without the pressure of the two
companies bidding against each other. Satellite-based service
providers have significant and lumpy capital outlays to replace
satellites once the useful life ends. Although Sirius' debt-to-
EBITDA leverage is high, last year's refinancing of near term
maturities and recent repurchase of $205 million of notes provide
some flexibility to execute its growth plan, reduce leverage and
address 2013 maturities. Over the long term, Moody's expects
heightened competition from advertising supported services and
from much lower cost Internet radio offerings; however, Sirius'
ability to generate significant levels of free cash flow provides
for continued debt reduction and an increased likelihood of
refinancing 2013 maturities. "We believe Sirius needs to reduce
leverage to provide financial cushion for the eventual funding of
the next cycle of satellite replacements as well as to continue
investing in programming, marketing, and introducing new services
to maintain its market share against heightened competition. The
rating upgrades incorporate Moody's view that leverage and free
cash flow ratios will improve over the next 12 to 18 months,
consistent with management's 3.0x target for debt-to-EBITDA
(company defined, or an estimated 3.5x including Moody's standard
adjustments)" stated Carl Salas, a Moody's Vice President and
Senior Analyst.

The stable outlook reflects Moody's expectation for improving free
cash flow-to debt ratios and recent actions by Sirius to reduce
debt balances. "We continue to expect annual sales of new
automobiles will increase over the near term, above the estimated
11.6 million of light vehicles delivered in 2010, despite reduced
shipments from Japanese car manufacturers due to quake-related
shutdowns. Given that Sirius equipment is installed in the
majority of new automobiles being sold in the U.S., more new
vehicles enhance the potential subscriber base," added Salas.
Longer term, Moody's believes there will be heightened competition
from ad supported media services which will provide attractive
offerings at relatively little monetary cost to the consumer
versus Sirius' product offerings which are subscription based. The
outlook also incorporates the potential for dividends or share
repurchases from free cash flow as the company approaches its
debt-to-EBITDA targets.

A growing subscriber base, improving free cash flow-to-debt
ratios, and sustained lower leverage could result in an upgrade.
Sirius would also need to maintain good liquidity taking into
account the potential for dividends and share repurchases. Ratings
could be downgraded if free cash flow falls below expectations as
a result of subscriber losses due to the economy or migration to
competing media services, functional problems with satellite
operations, or unplanned capital investments. A weakening of
Sirius' liquidity position as a result of dividends or share
repurchases as well as the inability to access capital markets or
generate sufficient cash flow to proactively address 2013 debt
maturities could also lead to a downgrade.

The principal methodology used in rating Sirius was Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009

RECENT EVENTS/OTHER

In the four months ended April 2011, Sirius has reduced debt
balances by approximately $205 million (face value) with the
purchase of $168 million of the 3.25% convertible notes due 2011
and the purchase of the remaining $37 million of 11.25% notes due
2013. Liberty Media Corporation (B1 CFR) holds preferred stock
that is convertible into approximately 40% of common shares of
Sirius as a result of $530 million in loan commitments made in
2009 which were subsequently repaid or extinguished. Moody's
believes Liberty Media Corporation will increase its ownership but
not until after March 2012, the third anniversary of the preferred
stock transaction, to avoid triggering internal revenue code rules
governing ownership changes which could negatively impact NOL's of
Sirius. As of March 31, 2011, Liberty also owned an aggregate $337
million of notes (face value) issued by Sirius across several
issues. At year end 2010, Sirius had approximately $8.1 billion of
NOL's available to offset future taxable income.

Sirius XM Radio Inc. is headquartered in New York, NY and provides
satellite radio services in the United States and Canada. The
company offers a programming lineup of more than 135 channels of
commercial-free music, sports, news, talk, entertainment, traffic,
weather, and data services. Sirius also provides music channels
that offer genres ranging from rock, pop and hip-hop to country,
dance, jazz, Latin, and classical; sports channels; talk and
entertainment channels; comedy channels; national, international,
and financial news channels; and religious channels. Sirius had
approximately 20.6 million subscribers as of March 31, 2011 and
generated revenue of approximately $2.9 billion for the trailing
12 months ended March 31, 2011.


SHAMROCK-SHAMROCK: Seeks to Use Mortgage Lenders' Cash Collateral
-----------------------------------------------------------------
Shamrock-Shamrock Inc. seeks Bankruptcy Court permission to use
the cash collateral securing its obligations to:

     -- American Home Mortgage Services Inc.,
     -- American Brokers Conduit,
     -- Friends Bank,
     -- Litton Loan Servicing LP,
     -- National City/PNC Bank,
     -- Select Portfolio Servicing Inc.,
     -- Stancorp Financial Group, Inc.,
     -- SunTrust, and
     -- Wells Fargo Bank N.A.

Prepetition, the Debtors entered into financing agreements with
the lenders in which the rents, accounts receivable, chattel
paper, contracts, cash, bank accounts, etc. relating to certain of
the Debtor's property were pledged as collateral to ensure payment
of the Debtor's prepetition obligations.

The Debtor said that without the ability to use the cash
collateral, its business operations will cease.  The Debtors added
that it is willing to enter into an agreement with the cash
collateral lenders to provide a postpetition replacement lien of a
continuing nature on all postpetition accruing cash collateral to
the secured creditor.  The Debtor also proposed cash collateral
payments of 4% interest only based upon the value of the secured
claims.

The Debtor has prepared a six-month budget through November:

                        Jun      Jul      Aug     Sept      Oct      Nov
                     ------   ------   ------   ------   ------   ------
Total Income       $59,762  $63,800  $63,800  $63,800  $63,800  $63,800
  From Rent, etc.
Total Expenses     $33,688  $34,338  $34,094  $34,320  $34,096  $34,097
Net Income (Loss)  $26,074  $29,462  $29,706  $31,730  $29,704  $29,703

The Court will hold an evidentiary hearing on the Debtor's request
to use cash collateral on June 2, 2011, at 1:30 p.m.  The Court
will also hold a status conference on June 23 at 1:00 p.m.

On May 12, the Court entered an order authorizing the Debtor to
continue in possession and control of its property, and to operate
its business and manage its property.

                     About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SHAMROCK-SHAMROCK: Sec. 341 Creditors' Meeting on June 13
---------------------------------------------------------
The United States Trustee for the Central District of Florida will
convene a meeting of creditors in the bankruptcy case of Shamrock-
Shamrock Inc. on June 13, 2011, at 9:00 a.m. at Orlando, FL (6-60)
- 135 West Central Blvd., 6th Floor, Suite 600.

Proofs of Claim are due by Sept. 12, 2011.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                     About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SHAMROCK-SHAMROCK: Seeks Court Okay to Hire Bryan Mickler, Esq.
---------------------------------------------------------------
Shamrock-Shamrock Inc. seeks permission to employ as its
bankruptcy attorney:

          Bryan K. Mickler, Esq.
          LAW OFFICES OF MICKLER & MICKLER
          5452 Arlington Expressway
          Jacksonville, FL 32211
          Tel: 904-725-0822
          Fax: 904-725-0855
          E-mail: court@planlaw.com

Mr. Mickler attests that he has no interest adverse to the Debtor
or the estate in any matters upon which the firm is to be engaged.

                     About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


STANDARD BEEF: Court Rules on Bid to Turn Over "Carved Out" Funds
-----------------------------------------------------------------
The Bankruptcy Court entered "cash collateral" orders prior to
plan confirmation, pursuant to which a $50,000 "carve-out" was
established with respect to the secured claims of The Bank of
Southern Connecticut and West-Conn Meat Company, Inc.   Pursuant
to the Cash Collateral Orders (a) the Carve-Out was established
with respect to the secured claims of the Secured Creditors and
(b) a "fee escrow" also was established, both measures being for
the benefit of certain administrative creditors.  Before the Court
are (a) The Standard Beef Company's Motion To Compel Turnover of
"Carved Out" Funds; and (b) West-Conn's objection to the Turnover
Motion.

The Turnover Objection asserts that the Debtor overfunded the
Escrow by $28,000 and that payments made from the overfunding
should be charged against the Carve-Out pursuant to the Carve-Out
Provision.  The Turnover Objection further asserts that an
additional $12,000 in aggregate payments paid pursuant to the
Operating Company Payments Provision under the Debtor's Plan also
should be charged against the Carve-Out pursuant to the Carve-Out
Provision.  Accordingly, the Turnover Objection would limit
recovery on the Turnover Motion to no more than $10,000.

The Secured Creditors filed a Motion for Disgorgement on Jan. 15,
2010.  The Disgorgement Motion seeks disgorgement from Coan
Lewendon Gulliver & Mitenberger, LLC, the Debtor's Chapter 11
counsel, and Blum Shapiro & Co., P.C., the Debtor's accountants,
of administrative claim payments made from the alleged $28,000
Escrow overpayment.  The Disgorgement Motion also seeks
disgorgement of the $12,000 in Operating Company Payments from the
ultimate payees.

On behalf of itself and Blum Shapiro, CLG&M filed an Objection to
Motion for Disgorgement, denying that the payments that are the
subject of the Disgorgement Motion came from the Secured
Creditors' cash collateral.

In a May 23, 2011 Memorandum and Order, Chief Bankruptcy Judge
Lorraine Murphy Weil, held that (a) although payments made from
the alleged overfunding of the Escrow may be vulnerable on other
grounds, the payments need not be charged against the Carve-Out
solely because they are payments from an (alleged) Escrow
overfunding, (b) the Carve-Out has been reduced by Operating
Company Payments in the aggregate amount of $12,000.00 and (c)
evidence must be taken with respect to the proper treatment under
the Carve-Out Provision of the Last Payment.

A status conference is scheduled for June 15, 2011 at 11:30 a.m.
at the United States Bankruptcy Court, Connecticut Financial
Center, 157 Church Street, 18th floor, New Haven, Connecticut, to
consider "next steps" with respect to this matter.  The Court will
also schedule a status conference with respect to the Disgorgement
Motion and the Disgorgement Objection.

A copy of the Court's ruling is available at http://is.gd/F1b7Ns
from Leagle.com.

Counsel to the Debtor are:

          Carl T. Gulliver, Esq.
          Timothy D. Miltenberger, Esq.
          COAN, LEWENDON, GULLIVER, & MILTENBERGER, P.C.
          495 Orange Street
          New Haven, CT 06511
          Tel: (203) 745-0172
          Fax: (203) 865-3673
          E-mail: cgulliver@coanlewendon.com

Attorney for Creditor West-Conn Meat Company, Inc., is:

          David B. Zabel, Esq.
          COHEN & WOLF, P.C.
          1115 Broad Street
          Bridgeport, CT 06604
          Tel: 203-337-4255
          E-mail: dzabel@cohenandwolf.com

Attorney for Creditor The Bank of Southern Connecticut is:

          Howard E. Kantrovitz, Esq.
          KANTROVITZ & BROWNSTEIN
          1 Bradley Road
          Woodbridge, CT 06525-2235
          E-mail: hek@kblawyer.com

Attorney for the Official Committee of Unsecured Creditors is:

          Paul N. Gilmore, Esq.
          UPDIKE, KELLY & SPELLACY, P.C.
          100 Pearl St PO Box 231277
          Hartford, CT 06103-4506
          Tel: (860) 548-2641
          Fax: (860) 548-2680
          E-mail: pgilmore@uks.com

                        About Standard Beef

The Standard Beef Co., based in New Haven, Connecticut, sells
fresh meat, cheese, poultry products, unpackaged frozen fish
in wholesale.  It also sells bird treats or snacks, poultry food,
live food for birds, bird seed, fresh chicken, fresh meat or
poultry and frozen meat or poultry.  It was founded by the
Bawarsky family in 1921.  The Company survived the Depression and
the war, and has remained in the family's hands through three
generations.

The Company filed for Chapter 11 bankruptcy protection on Feb. 6,
2008 (Bankr. D. Conn. Case No. 08-30377).  The Company estimated
$1 million to $10 million in assets and $1 million to $10 million
in debts.

The Court confirmed the Debtor's Second Amended Plan of
Reorganization on July 2, 2009.


STATION CASINOS: GV Ranch Has OK for Jones Vargas as Gaming Attys.
------------------------------------------------------------------
Green Valley Ranch Gaming, LLC, and Aliante Gaming, LLC, and its
debtor affiliates, in separate filings, received authority to
employ Jones Vargas as their special gaming and regulatory
counsel, nunc pro tunc to April 12, 2011.

The April 12 Debtors need Jones Vargas to perform these services:

  (a) advising the April 12 Debtors on gaming and regulatory
      matters, including compliance with the requirements of the
      State of Nevada and the Nevada Gaming Authorities and all
      related matters;

  (b) preparing due diligence and assisting with the preparation
      of documents for submission to the Nevada Gaming
      Authorities; and

  (c) discussing matters with the Nevada Gaming Authorities
      related to documents submitted to the Nevada Gaming
      Authorities.

The April 12 Debtors will pay Jones Vargas based on these hourly
rates:

    Michael G. Alonso                         $535
    Other Attorneys                   $185 to $685
    Paralegals and Law Clerks          $95 to $185

The April 12 Debtors will reimburse Jones Vargas its necessary
out-of-pocket expenses.

Michael G. Alonso, Esq., a partner of Jones Vargas, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Reports $10-Mil. First Quarter Net Loss
--------------------------------------------------------
Station Casinos, Inc. and its debtor affiliates, on May 16, 2011,
filed with the U.S. Securities and Exchange Commission a
financial report of their operations for the first quarter ended
March 31, 2011, on Form 10-Q.

The Company's consolidated net revenues for the three months
ended March 31, 2011 decreased by 0.7% to $247.7 million as
compared to $249.4 million for the three months ended March 31,
2010.  Combined net revenues from the Company's Major Las Vegas
Operations increased 3.0% to $234.3 million for the three months
ended March 31, 2011 as compared to $227.6 million for the three
months ended March 31, 2010.

The Company's consolidated operating income improved by $4.5
million or 19.3% for the three months ended March 31, 2011 as
compared to the three months ended March 31, 2010.

The Company further disclosed that:

  *  Casino revenues increase 1.7% to $183.4 million for the
     three months ended March 31, 2011 as compared to $180.3
     million for the three months ended March 31, 2010.  The
     $3.1 million increase in casino revenues is due primarily
     to a 3.8% increase in slot revenue, partially offset by a
     6.5% decrease in table game revenue.

  *  Food and beverage revenues increased 13.1%, the number of
     restaurant guests served increased 42.8% and the average
     guest check decreased 15.9% for the three months ended
     March 31, 2011 as compared to the three months ended March
     31, 2010, primarily due to a significant decrease in buffet
     prices.

During the three months ended March 31, 2011, the Company's
write-downs and other charges, net were $0.3 million.  During the
three months ended March 31, 2010, write-downs and other charges,
net were approximately $6.7 million and consisted of a $6.1
million legal settlement, $0.1 million in net losses on disposal
of assets and $0.5 million in severance expense.

At March 31, 2011, the Company had $180.7 million in cash and
cash equivalents, of which $73.0 million is in its casino cages
to be used for the day-to-day operations of the Company's
properties and the remaining $107.7 million is to be used for
general corporate purposes.

A full-text copy of SCI's 2011 First Quarter Results on Form 10-Q
is available at the SEC at http://researcharchives.com/t/s?7611

                      Station Casinos, Inc.
              Condensed Consolidated Balance Sheet
                      As of March 31, 2011

ASSETS
Current Assets:
Cash and cash equivalents                        $180,727,000
Restricted Cash                                   295,857,000
Receivables, net                                   21,459,000
Inventories                                         6,688,000
Prepaid gaming tax                                 14,661,000
Prepaid expenses                                   20,953,000
                                                --------------
Total current assets                              540,345,000
Property and equipment, net                       2,481,030,000
Goodwill                                            124,313,000
Restricted cash, noncurrent                          15,007,000
Native American note receivable                      21,255,000
Intangible assets, net                              271,814,000
Land held for development                           240,836,000
Investments in joint ventures                         5,139,000
Native American development costs                   165,236,000
Other assets, net                                    97,670,000
                                                --------------
Total assets                                   $3,962,645,000
                                                ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt                $242,372,000
Accounts payable                                   10,572,000
Construction contracts payable                        537,000
Accrued interest payable                           26,954,000
Accrued expenses and other current liabilities     95,494,000
                                                --------------
Total current liabilities                         375,929,000

Long-term debt, less current portion                  8,592,000
Deferred income tax, net                            103,632,000
Investments in joint ventures, deficit              355,724,000
Other long-term liabilities, net                     13,428,000
                                                --------------
Total liabilities not subject to compromise       857,305,000
Liabilities subject to compromise                 5,998,279,000
                                                --------------
Total liabilities                               6,855,584,000

Commitments and contingencies
Stockholders' deficit:
Common stock                                                0
Non-voting common stock                               417,000
Additional paid-in capital                      2,968,023,000
Accumulated other comprehensive income(loss)            2,000
Accumulated deficit                            (5,861,509,000)
                                                --------------
Total SCI stockholders' deficit                (2,893,067,000)
Noncontrolling interest                               128,000
                                                --------------
Total stockholders' deficit                    (2,892,939,000)
                                                --------------
Total liabilities and stockholders' deficit    $3,962,645,000
                                                ==============

                     Station Casinos, Inc.
        Condensed Consolidated Statements of Operations
            For Three Months Ended March 31, 2011

Operating revenues:
Casino                                           $183,353,000
Food and beverage                                  45,137,000
Room                                               19,248,000
Other                                              14,385,000
Management fees                                     4,880,000
                                                  ------------
    Gross revenues                                 267,003,000
Promotional allowances                            (19,276,000)
                                                  ------------
    Net revenues                                   247,727,000
                                                  ------------

Operating costs and expenses:
Casino                                             74,760,000
Food and beverage                                  32,227,000
Room                                                8,471,000
Other                                               5,335,000
Selling, general and administrative                57,105,000
Corporate                                           7,307,000
Development and preopening                          1,086,000
Depreciation and amortization                      33,130,000
Write-downs and other charges, net                    279,000
                                                  ------------
                                                   219,700,000
                                                  ------------
Operating (loss) income                              28,027,000
Earnings from joint ventures                            5,000
                                                  ------------
Operating (loss) income and losses
from joint ventures                                  28,032,000
                                                  ------------
Other expense:
Interest expense, net                             (23,619,000)
Interest and other expense from joint ventures    (10,441,000)
Change in fair value of derivative instruments        397,000
                                                  ------------
                                                   (33,663,000)
                                                  ------------

Loss before income taxes & reorg. items              (5,631,000)
Reorganization items                               (9,618,000)
                                                  ------------
Loss before income taxes                            (15,249,000)
Income tax benefit (provision)                      5,223,000
                                                  ------------
Net loss                                            (10,026,000)
                                                  ------------
Less: Net loss attributable to noncontrolling
     interests                                       1,800,000
                                                  ------------
Net loss applicable to SCI stockholders            ($11,826,000)
                                                  ============

                      Station Casinos, Inc.
         Condensed Consolidated Statements of Cash Flow
              For Three Months Ended March 31, 2011

Cash flows from operating activities:
Net loss                                           ($10,026,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization                      33,130,000
Change in fair value of derivative instruments       (397,000)
Write-downs and other charges, net                    279,000
Amortization of debt discount and issuance costs      196,000
Share-based compensation                            3,375,000
Loss from joint ventures                           10,436,000
Reorganization items                                9,618,000
Changes in assets and liabilities:
   Restricted cash                                 (17,529,000)
   Receivables, net                                  2,958,000
   Inventories and prepaid expenses                  5,702,000
   Deferred income tax                             (11,318,000)
   Accounts payable                                    306,000
   Accrued interest                                  4,549,000
   Accrued expenses and other current liabilities    1,549,000
Other, net                                          1,536,000
                                                  ------------
    Total adjustments                               44,390,000
                                                  ------------
Net cash provided (used in) operating activities
before reorganization items                          34,364,000
                                                  ------------
Net cash used for reorganization items               (7,895,000)
                                                  ------------
Net cash provided by (used in) operating activities   26,469,000

Cash flows from investing activities:
Capital expenditures                               (7,899,000)
Proceeds from sale of land, property and equip.         4,000
Investments in joint ventures                               -
Distributions in excess of earnings from joint        899,000
Construction contracts payable                         21,000
Native American development costs                  (1,516,000)
Other, net                                         (1,922,000)
                                                  ------------
Net cash used in investing activities             (10,413,000)
                                                  ------------

Cash flows from financing activities:
Payments under Term Loan with maturity dates
greater than three months                            (625,000)
Other, net                                            (61,000)
                                                  ------------
Net cash provided by (used in) financing activities   (686,000)
                                                  ------------
Cash and cash equivalents:
Increase(decrease)in cash and cash equivalents     15,370,000
                                                  ------------
Balance, beginning period                         165,357,000
                                                  ------------
Balance, end of period                           $180,727,000
                                                  ============

                 2010 Annual Report Amended

In an April 30, 2011, Form 10-K/A filing with the U.S. Securities
and Exchange Commission, Station Casinos, Inc. submitted certain
information required by Part III of the Company's Form 10-K filed
on March 31, 2011.

The additional information disclosed by the Company in its Form
10-K/A filing pertain to (i) directors, executive officers and
corporate governance; (ii) executive compensation; (iii) security
ownership of certain beneficial owners and management and related
stockholder matters; and (iv) certain relationships and director
independence.

In addition, new certifications by the Company's principal
executive office and principal financial officer were being filed
or furnished as exhibits to Form 10-K/A filing.

A copy of SCI's Form 10-K/A filing is available for free at the
SEC at http://researcharchives.com/t/s?7610

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: OpCo Purchase Pact End Date Extended June 30
-------------------------------------------------------------
Station Casinos, Inc. and certain of its subsidiaries, as
sellers, and FG Opco Acquisitions LLC, as purchaser, entered into
a third amendment to Asset Purchase Agreement dated April 29,
2011, for the purpose of extending the termination date to
June 30, 2011.

The disclosure was made in a May 4, 2011, Form 8-K filed by the
Company with the U.S. Securities and Exchange Commission.

A copy of the Amended Asset Purchase Agreement is available for
free at http://researcharchives.com/t/s?7612

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SUGARLEAF TIMBER: Sec. 341 Creditors' Meeting Set for June 1
------------------------------------------------------------
The United States Trustee in Orlando, Florida, will convene a
meeting of creditors in the bankruptcy case of Sugarleaf Timber
LLC on June 1, 2011, at 12:00 p.m. at Jacksonville, FL (3-40) -
Suite 1-200, 300 North Hogan St.  Proofs of claims are due by
Aug. 30.

The Sec. 341 meeting was originally slated for June 10 and the
proofs of Claims due by Sept. 8.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.
Chief Bankruptcy Judge Paul M. Glenn presides over the case.
Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, serves as
the Debtor's bankruptcy counsel.

In its Schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.


SUGARLEAF TIMBER: Taps Brennan Manna as Bankruptcy Counsel
----------------------------------------------------------
Sugarleaf Timber LLC asks the Bankruptcy Court to approve its
employment of bankruptcy counsel:

          Robert D. Wilcox, Esq.
          Brian N. Krulick, Esq.
          BRENNAN, MANNA & DIAMOND, PL
          800 W. Monroe Street
          Jacksonville, FL 32202
          Tel: 904-366-1500
          Fax: 904-366-1501
          E-mail: rdwilcox@bmdpl.com
                  bnkrulick@bmdpl.com

Mr. Wilcox's hourly rate is $305.  Mr. Krulick's is $205.

Mr. Wilcox, a partner at the firm, attests that his firm doesn't
hold any interest adverse to the Debtor and is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code.

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.
Chief Bankruptcy Judge Paul M. Glenn presides over the case.
Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, serves as
the Debtor's bankruptcy counsel.

In its Schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.


SUGARLEAF TIMBER: Has Green Light to Run Business While in Ch. 11
-----------------------------------------------------------------
Bankruptcy Judge Paul M. Glenn has issued an order pursuant to
Section 1108 of the Bankruptcy Code and Local Rule 2081-1 of the
Middle District of Florida, authorizing Sugarleaf Timer LLC to
operate its business during the pendency of its Chapter 11 case.
The Court's order impose specific terms and conditions in the
operation of the business.  A full-text copy of the Court's order
is available at no charge at:

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

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.
Chief Bankruptcy Judge Paul M. Glenn presides over the case.
Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, serves as
the Debtor's bankruptcy counsel.

In its Schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.


SUGARLEAF TIMBER: Sues Lender Over Value of Property
----------------------------------------------------
Sugarleaf Timber LLC is suing Farm Credit of North Florida, ACA,
as agent/nominee for itself and its wholly owned subsidiary, Farm
Credit of North Florida, FLCA, Gary A. Miller, Richard A. Miller,
Frank A. Miller, A. J. Johns, L. Randall Towers, Avery C. Roberts
and Anthony Nasrallah, guarantors of three Farm Credit loans to
Sugarleaf:

     (i) to determine the value of the property pledged by
         Sugarleaf as security for the Farm Credit Loans pursuant
         to 11 U.S.C. Sec. 506; and

    (ii) for a declaratory judgment that Farm Credit is not
         entitled to recover any sums for interest or attorneys'
         fees against Sugarleaf or the Guarantors which accrued
         after the date that Farm Credit's refused to accept
         Sugarleaf's unconditional tender of the Property.

Sugarleaf Timber was formed on April 13, 2007, to purchase a
7,981-acre tract of timberland located in southeast Clay County,
Florida.  Also on April 13, 2007, a Florida land trust with Frank
J. Yong, as trustee, and Sugarleaf, as the sole beneficiary --
Land Trust No. 17 -- was created to take legal title to the
Property.

On May 11, 2007, Sugarleaf purchased the Property for $42.3
million, of which $20 million was funded by Sugarleaf, with the
balance financed pursuant to three loans from Farm Credit.

In 2010, notwithstanding the nationwide economic slowdown that
began in late 2008, Sugarleaf negotiated the prospective sale of
certain tracts of the Property at favorable prices in excess of
$6,000 per acre.  According to the complaint, Farm Credit refused
wrongfully for a significant period of time to approve the sales
or provide the lien releases required for the sales to close.
Eventually, certain sales were consummated in 2010, and net sale
proceeds of over $1,400,000 were paid to Farm Credit.

In April 2010, due to the existence of substantial equity in the
Property, Sugarleaf requested that Farm Credit agree to
restructure the Loans.  Instead, on June 18, 2010, Farm Credit
declared a default and, on July 30, denied Sugarleaf's request to
restructure the Loans.

On August 4, 2010, pursuant to Farm Credit rules and regulations,
Sugarleaf requested that Farm Credit reconsider its denial.
Sugarleaf requested an independent appraisal of the Property
pursuant to the rules governing Farm Credit.  Broom, Moody,
Johnson & Grainger, Inc., conducted the appraisal and determined
that the Property had a value, as of Oct. 15, 2010, of $31,000,000
(approximately $3,996 per acre).  Therefore, as of Oct. 15, 2010,
the value of the Property ($31 million) exceeded the principal
amount of the Farm Credit debt by approximately $4.4 million.

On Nov. 19, 2010, Farm Credit rejected Sugarleaf's renewed
application for restructuring.  In doing so, Farm Credit made no
mention of the Broom Moody Appraisal or its determination that the
Property had a value which exceeded the principal amount of Farm
Credit's debt by $4.4 million.

On Dec. 13, 2010, as a result of Farm Credit's refusal to
restructure the Farm Credit Loans, Sugarleaf delivered to Farm
Credit a letter and a deed to the Property by which Sugarleaf
unconditionally surrendered title to all the Property to Farm
Credit.  On the same day, however, Farm Credit refused to accept
Sugarleaf's unconditional surrender of the Property and, instead,
returned the deed of the Property to Sugarleaf.

Sugarleaf asks the Court to declare that, as a matter of law and
equity, including the doctrine of avoidable consequences and Farm
Credit's failure to mitigate damages, Farm Credit is not entitled
to recover any sums for interest or attorneys' fees against the
Debtor or the Guarantors which accrued after Farm Credit's refused
to accept the deed to the Property on December 13, 2010.

Sugarleaf contends that Farm Credit's conduct creates a bona fide,
actual present practical need for a declaration from the Court
regarding Debtor's rights under the Loan Documents and applicable
law.

As of press time, the case docket says defendants Farm Credit and
Anthony Nasrallah appear Pro se.

The other guarantor-defendants are represented by:

          James H. Post, Esq.
          SMITH HULSEY & BUSEY
          225 Water St., Suite 1800
          Jacksonville, FL 32202
          Tel: 904-359-7700
          E-mail: jpost@smithhulsey.com

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.
Chief Bankruptcy Judge Paul M. Glenn presides over the case.
Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, serves as
the Debtor's bankruptcy counsel.

In its Schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.


SW BOSTON: Amends Disclosure Statement Explaining Chap. 11 Plan
---------------------------------------------------------------
SW Boston Hotel Venture, LLC, and its debtor affiliates amended
its disclosure statement explaining its plan of reorganization.

The Plan provides for the payment in full to the holders of all
Allowed, non-Insider Claims from the income generated by the
Debtors' operations and the sale of certain of the Debtors'
assets.  On March 28, 2011, SW Boston filed a motion to sell the
hotel condominium and the parking condominium to a subsidiary of
Pebblebrook Hotel Trust for a purchase price of $89.5 million.
The net proceeds of the Hotel Sale.  The net proceeds of the Hotel
Sale will be paid to Prudential and will substantially reduce
Prudential's claim.  The Residences will be retained by SW Boston
and sold in the ordinary course of business with the proceeds paid
to creditors in accordance with the Plan.

If the Hotel Sale to Pebblebrook does not occur, the Plan will be
funded by the sale of the Residences in the ordinary course of
business, the income from the Hotel and the Debtors' other
operations, and the sale or refinancing of the Hotel prior to Dec.
31, 2016, the restructured maturity date of the Allowed Prudential
Claim.

                      About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel in Boston.  The Company filed for Chapter
11 bankruptcy protection (Bankr. D. Mass. Case No. 10-14535) on
April 28, 2010.  Harold B. Murphy, Esq., and Natalie B. Sawyer,
Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.


TELETOUCH COMMUNICATIONS: Enters Into RRA with Lazarus Investment
-----------------------------------------------------------------
Teletouch Communications, Inc., entered into a Registration Rights
Agreement with Lazarus Investment Partners LLLP.  Pursuant to the
RRA, the Company agreed to file with the U.S. Securities and
Exchange Commission, subject to certain restrictions, by June 17,
2011, a registration statement relating to the registration of
shares of the Company's common stock sold by TLL Partners, L.L.C.,
a Delaware limited liability company and a holder of the majority
of the Company's securities, in privately negotiated transactions,
including, without limitation, 5,000,000 shares of common stock
sold to Lazarus in accordance with the terms and provisions of the
Securities Purchase Agreement by and between TLLP and Lazarus
dated as of the same date as the RRA.  The Company will use its
best efforts to cause the registration statement to be declared
effective under the Securities Act and to keep such registration
continuously effective under the Securities Act.  The Company's
Board reviewed and approved the terms of the foregoing
transaction.  The RRA also contains indemnification and other
provisions that are customary to agreements of this nature.

As previously reported in the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended Feb. 28, 2011, during that
fiscal quarter TLLP sold 1,166,667 shares of Teletouch stock to
certain non-affiliated purchasers.  Following the end of the
quarter and through the date of this report, TLLP has sold an
additional 7,082,334 shares of the Company common stock including
the 5,000,000 shares sold to Lazarus.  In connection with such
sales, the Company entered into registration rights agreements
with such purchasers to register the shares of common stock of the
Company sold in such transactions.  All such agreements are
identical and contain terms and provisions that are customary to
agreements of this nature.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company's balance sheet at Feb. 28, 2011 showed $17.15 million
in total assets, $27.32 million in total liabilities and $10.17
million in total shareholders' deficit.


TEREX CORP: Moody's Rates Proposed Credit Facility at '(P)Ba2'
--------------------------------------------------------------
Moody's Investors Service rated Terex Corporation's (Terex)
proposed new Credit Facilities (P)Ba2 comprised of a $500 million
revolver and a $750 million term loan. In a related action,
Moody's affirmed Terex's B2 Corporate Family Rating (CFR) and
Probability of Default Rating (PDR), and maintained the negative
rating outlook. The company's Speculative Grade liquidity Rating
was maintained at SGL-2, reflecting the expectation for good
liquidity to be maintained until the transaction is consummated.
The facilities are to fund the company's tender offer for at least
51% of Demag Cranes AG (Demag). The offer is for ?41.75 per share
(implied equity value of $1.3 billion). Issuance of the facility
is contingent on a successful tender.

Assignments:

   Issuer: Terex Corporation

   -- Senior Secured Revolver, Assigned (P)Ba2, LGD2-15%

   -- Senior Secured Term Loan, Assigned (P)Ba2, LGD2-15%

   -- Issuer: Terex Corporation

   -- Senior Unsecured Regular Bond/Debenture, Changed to LGD2-29%
      from LGD3-30%

RATINGS RATIONALE

The (P)Ba2 ratings on the company's proposed credit facilities
reflect their first lien status in the capital structure. The
current facility (revolver) will have its ratings withdrawn upon
the issuance of the new facility. It is anticipated that the new
facilities will be comprised of a $500 million revolver (unused at
close) and a $750 million term loan. The term loan and revolver
mix as part of the credit facility has not been finalized and
could range in size from $750 million to $1.1 billion depending on
the size of the revolver. There is also $250 million accordion
that would increase the revolver's size by $150 million and an
accordion on the term loan that would increase its size up to $100
million. The "P" designation in front of the rating shows the
provisional nature of the rating due to uncertainty surrounding
whether the transaction (acquisition and debt issuance) will
proceed and also the uncertain terms. Given the significant amount
of first lien debt that would be issued if the transaction is
executed under the contemplated terms and structure, the company's
$300 million senior notes are likely to experience a multi notch
downgrade while its $800 million senior subordinated notes are
more likely to experience a one notch downgrade.

The affirmation of the B2 rating reflects the view that the
acquisition would reduce Terex's leverage, and improve its
geographic and product diversity. It also reflects the view that
under the current proposed merger terms, Terex's B2 CFR is likely
to hold.

As a provider of heavy machinery used in construction and
industrial applications, Terex's operating performance has only
recently begun to demonstrate recovery from a protracted and deep
recessionary environment. The company's credit metrics have been
weak for the rating category but the rating has anticipated
improvement as the macro-economic environment recovers. Although
the proposed acquisition would increase debt, Moody's believes
that the company's B2 rating could be sustained if the transaction
were to be completed under the terms currently outlined and if
Terex's core businesses continue their recent recovery trend. The
affirmation considers the improvement in Terex's performance
demonstrated in the first quarter of 2011, and the potential for
increased backlog to yield further revenue and earnings growth
during 2011. The affirmation also considers the potential earnings
contributions from the combination with Demag.

The negative outlook recognizes that Terex's unsolicited offer for
Demag poses incremental risks for the company in several ways. The
offer is contingent on the company receiving at least 51% of the
outstanding shares. Yet, because Demag has not supported the offer
there is no certainty that the transaction will proceed or whether
alternate pricing, terms or conditions could be required to effect
a transaction. An additional risk is that Terex could receive
tenders for more than its specified 51% of Demag shares, but less
than the 75% required under German law to effect a domination
agreement that would among other things allow Terex to control
Demag's cash flows. Under such a circumstance, Terex would hold a
majority, but non controlling interest in Demag and could face a
protracted process in reaching agreements with remaining
shareholders to achieve a controlling interest. During that time
it might not have access to Demag's cash flows to help in
servicing any incremental debt incurred to acquire the shares.
Such risks are important considerations in view of the fact that
Terex's core operations are still in the nascent stages of a
turnaround.

Terex is expected to maintain a good liquidity profile up to the
proposed merger. Post the merger the company's liquidity will be
affected by various factors including its working capital needs
and whether it controls Demag's cash flows. The SGL may be
downgraded after the transaction depending on the company's
anticipated performance at that time and the amount of liquidity
maintained. Under the current proposal, Moody's expects the
company to have close $500 million in cash and almost full
revolver availability at close. As the company's backlog
translates into revenues the company may require a larger working
capital investment which would initially drain liquidity. The
company currently has good room under its covenants and still owns
over $350 million of Bucyrus stock that it can monetize.

What could take the rating down?

The rating may be downgraded if significant risks attendant to the
unsolicited offer were to materialize, including a higher offer
price that further increases Terex's financial leverage or if an
incomplete acceptance of the tender offer results in Terex
purchasing Demag's shares without achieving effective control of
the company and its cash flows, and/or its core businesses are not
generating sufficient cash flow to maintain adequate interest
coverage as well as effectively manage its working capital
requirements. The rating would also be subject to downward
adjustment if current improving trends were to decelerate or
reverse resulting in deterioration of the company's credit
metrics, or if the company's liquidity profile or backlog was to
meaningfully erode.

What could cause the rating to stabilize?

An improvement in the company's leverage to under 5.5x would be
supportive of a stable outlook as would an improvement in its
interest coverage metric to 2x. Free cash flow to debt of over 5%
would also be supportive of stable ratings. If the contemplated
transaction is executed near current levels, and Terex maintains
good liquidity, the rating is likely to be sustained.

The principal methodology used in rating Terex was the Global
Heavy Manufacturing Rating Industry Methodology, published
November 2009. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Terex Corporation, headquartered in Westport, CT, is a diversified
global manufacturer supporting the construction, mining, utility
and other end markets. Revenues for 2010 totaled approximately
$4.4 billion.


THERMOENERGY CORP: Peter Richards Discloses 6.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Peter J. Richards and his affiliates
disclosed that they beneficially own 3,003,571 Shares of Common
Stock, 8,981,875 Shares of Common Stock underlying Series B
Convertible Preferred Stock and 12,094,033 Shares of Common Stock
underlying Warrants of ThermoEnergy Corp., representing 6.8% of
the shares outstanding.  The percentage is calculated based upon
56,867,098 shares of Common Stock issued and outstanding, which is
the number of shares of Common Stock issued and outstanding as of
May 6, 2011, as reported by the Company in its Quarterly Report on
Form 10-Q for the period ended March 31, 2011, filed on May 11,
2011.  A full-text copy of the regulatory filing is available for
free at http://is.gd/0T3lST

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$3.97 million in total assets, $13.15 million in total liabilities
and a $9.18 million total stockholders' deficiency.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


THINK3 INC: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
think3 Inc., based in Austin, Texas, filed for Chapter 11
bankruptcy protection in the Western District of Texas, Austin
Division, on May 18.

"We determined that this was the best course of action to preserve
value for think3," said Becky Roof, think3's Chief Restructuring
Officer.  "Certain actions taken by the Italian trustee appointed
for insolvency proceedings of think3's Italian registered branch
and subsidiary have caused disruptions in think3's business and
resulted in a lawsuit being filed against think3 by ersata FZ-LLC.
We hope to have speedy and productive discussions among all
parties to quickly resolve these issues.  In the meantime, Versata
has advised think3 that Versata intends to continue to service,
support, and further develop the think3 products that Versata
acquired."

During hearings held on May 23, think3 received interim approval
for secured post-petition financing and authority to employ AP
Services LLC as crisis managers and Rebecca A. Roof as President,
Secretary, and Chief Restructuring Officer.

                      About think3 Inc.

think3 Inc. is engaged in the business of computer software
creation, licensing, sales and support. Its products include
Computer Aided Design ("CAD") and Product Lifecycle Management
("PLM").  think3, Inc. develops and sells the think3 products
exclusively for the China market. The think3 product portfolio -
which includes ThinkDesign, ThinkPLM, and ThinkDesign PLM - are
developed and sold in the US, Europe, and other markets in Asia by
Versata.


TIME WARNER: Fitch Affirms BB+ Rating on Pref. Membership Units
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Issuer Default Rating (IDR)
for Time Warner Cable, Inc. (TWC) and its indirect wholly owned
subsidiary Time Warner Entertainment Co., L.P. Fitch also affirmed
the individual issuer ratings of TWC and its subsidiaries. The
Rating Outlook is Stable. As of March 31, 201, TWC had
approximately $23.4 billion of total debt outstanding including
mandatorily redeemable preferred equity. Considering the company's
issuance of sterling denominated notes due 2031 in May 2011, total
debt outstanding is approximately $24.4 billion.
Fitch believes that TWC has sufficient capacity within the
existing ratings to accommodate the company's $4 billion share
repurchase authorization and dividend policy while maintaining the
company's own 3.25 times (x) net leverage target. In the absence
of any significant acquisition activity, Fitch does not expect any
change to the company's long-term leverage target and believes
that shareholder returns will meaningfully increase during 2011.
On a gross debt basis, TWC's leverage for the LTM period ending
March 31, 2011 was 3.3x. Fitch expects gross leverage to increase
modestly as the company manages its liquidity position to address
the refinancing of 2012 scheduled maturities totaling
approximately $2.1 billion.

Following shareholder returns of over $1 billion during 2010,
shareholder returns totaled approximately $998 million during the
first quarter of 2011 including $167 million of dividends and $831
in share repurchases. TWC is on pace to exhaust the remaining
share repurchase authority, which totaled approximately $2.7
billion as of March 31, 2011, around the end of 2011. Fitch
expects share repurchases during the remainder of 2011 will be
funded with existing cash balances (which totaled $3.033 billion
as of March 31, 2011) and free cash flow generation.

The operating leverage inherit in TWC's cable business along with
moderating capital intensity enable the company to generate
consistent levels of free cash flow (defined as cash flow from
operations less capital expenditures and dividends) and provide
TWC with significant financial flexibility. TWC produced
approximately $1.7 billion of free cash flow during 2010. TWC is
strongly positioned to continue generating sustainable levels of
free cash flow and Fitch anticipates that the company will
generate nearly $2 billion (including positive effects of economic
stimulus) of free cash flow during 2011.

Further, TWC does not have a maturity scheduled until 2012, when
approximately $2.1 billion of debt is scheduled to mature, which
enhances the company's overall financial flexibility.

Overall Fitch's ratings reflect TWC's strong competitive position
as the second largest cable multiple systems operator (fourth
largest multi channel video program distributor) in the United
States, strong subscriber clustering profile and the company's
growing revenue diversity owing to the success of TWC's triple
play service offering and growing commercial business. Within the
context of existing competitive pressures and weak housing
formation and employment conditions, the ratings incorporate
Fitch's expectation that the company will continue to generate
solid operating metrics, sustainable EBITDA and free cash flow
growth over Fitch's rating horizon.

Outside of the company adopting a more aggressive long-term
leverage target, the weakening of TWC's competitive position
presents the greatest concern within TWC's credit profile. The
competitive pressure associated with the service overlap among the
different telecommunications service providers, while intense, is
not expected to materially change during the ratings horizon.
TWC's network and the strategies used to maximize the bandwidth
capacity of the network provide the basis from which TWC derives
its strong competitive position and the flexibility to meet
changing market dynamics. Fitch believes that TWC's operating
priorities center on its "TV Everywhere" initiative, enhancing
user interface, expanding its broadband service capabilities, and
growing its commercial business will enable the company to
strengthen its overall competitive position.

TWC's liquidity position is strong and is supported by expected
free cash flow generation and available borrowing capacity from
TWC's $4 billion revolving credit facility ($3.8 billion available
for borrowing as of March 31, 2011 and scheduled to expire
November, 2013). TWC does not have any scheduled maturities during
2011, however Fitch notes that approximately $5.7 billion of debt
(representing 24% of the outstanding principal amount of debt as
of March 31, 2011) is scheduled to mature between 2012 and 2014.
Fitch expects that TWC will have sufficient liquidity in place to
address its maturity schedule 12 to 18 months in advance of a
given maturity.

Fitch has affirmed these ratings with a Stable Outlook:

Time Warner Cable, Inc.

   -- IDR at 'BBB';

   -- Senior unsecured debt at 'BBB'.

   -- Short-term IDR at 'F2';

   -- Commercial paper at 'F2';

Time Warner Entertainment Company, LP

   -- IDR at 'BBB';

   -- Senior unsecured debt at 'BBB'.

Time Warner NY Cable, LLC

   -- Preferred membership units at 'BB+'.


TOM JOHNSON: District Court Rules on Proving Lien Validity
----------------------------------------------------------
The U.S. District Court for the Eastern District of Michigan held
that a creditor should not be required to prove the validity of
its lien to successfully defend its otherwise permissible actions
in attempting to determine the validity of the lien in the first
place.  Were it otherwise, a creditor who reasonably and without
harassment or coercion makes reasonable inquiries to determine the
validity of its lien would be subject to sanctions if it turns out
that the debtor's fiscal obligation had been discharged in the
bankruptcy proceedings.  However, the right to enforce a valid
lien on post-petition benefits should not be held hostage to the
threat of sanctions in every instance in which a creditor must
make reasonable inquiry to determine the continued validity of the
debtor's obligations.  Accordingly, the District Court affirmed a
Bankruptcy Court order which denied Tom D. Johnson's motion for
damages -- albeit on different grounds.

In re: Tom D. Johnson, Case No. 10-14292 (E.D. Mich.), relates to
an appeal by the appellant-debtor, Tom D. Johnson, from a decision
by the Bankruptcy Court in the Eastern District of Michigan to
grant a summary judgment in favor of the appellee-creditor, the
Comerica Bank.  The action arose out of a claim for damages by Mr.
Johnson who had contended that the Comerica Bank had violated the
discharge injunction imposed under 11 U.S.C. Sec. 524(a)(2).

Mr. Johnson sought protection under Chapter 11 of the Bankruptcy
Code in 1994.  At that time, Mr. Johnson owed the Comerica Bank an
amount in excess of one million dollars.  The case was
subsequently converted to a Chapter 7 bankruptcy.  Mr. Johnson
received a discharge in October 1997.

A copy of District Judge Julian Abele Cook, Jr.'s May 23, 2011
Order is available at http://is.gd/xLHxZMfrom Leagle.com.


TRANS-LUX CORP: Teton Advisors Discloses 2.87% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Teton Advisors, Inc., and its affiliates
disclosed that they beneficially own 70,000 shares of common stock
of Trans-Lux Corporation representing 2.87% of the 2,442,923
shares outstanding as reported in the Company's most recent Form
10-Q for the quarterly period ended March 31, 2011.  A full-text
copy of the regulatory filing is available for free at:

                        http://is.gd/A4FUGU

                    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.

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.

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.


TRIBUNE CO: Creditors Committee Gets Protective Order on LBO Docs
-----------------------------------------------------------------
At the behest of the Official Committee of Unsecured Creditors in
Tribune Co., Bankruptcy Judge Kevin Carey entered a protective
order that will allow the Creditors' Committee to disclose to
Aurelius Management Capital, LP, et al., and any requesting party,
all information produced by certain parties in connection to the
2007 leveraged buy-out transaction, subject to the requesting
party's execution of a confidentiality
agreement.

At a hearing held on May 17, Judge Carey rejected the objection
of a group of 49 parties led by Aegon/Transamerica Series Trust
who insisted that the Creditors' Committee should be prohibited
from producing the requested information.

"We're not talking about trade secrets or things of that nature,"
Bloomberg News quoted Judge Carey as saying at the hearing.
"People get sued all the time and the amounts are listed all the
time."

The Noteholders have agreed to keep the amounts paid to the
shareholders confidential and to keep those details under seal
when the lawsuits are filed, counsel to Aurelius, David Zensky,
Esq., at Akin Gump Strauss Hauer & Feld, in New York, in New
York, told Judge Carey at the hearing, Bloomberg relayed.
According to Mr. Zensky, the Noteholders have until June 4 to
file some of their lawsuits, the report added.

           Noteholders Serve Subpoena to Committee

The Noteholders served on the Creditors' Committee on April 29, a
subpoena for examination under Rule 2004 of the Federal Rules of
Bankruptcy Procedure.  Under the subpoena, the Noteholders seek
from the Creditors' Committee a turnover of the information the
Committee obtained from subpoenaed parties in connection to the
2007 LBO.  A full-text copy of the subpoena is available for free
at http://bankrupt.com/misc/Tribune_AureliusSubpoena.pdf

Counsel to the Creditors' Committee, Adam G. Landis, Esq., at
Landis Rath & Cobb LLP, in Wilmington, Delaware, told Judge Carey
that the Creditors' Committee does not object in principle to
producing the requested information from the Aurelius Subpoena
noting that, in the end, Tribune's unsecured creditors may
benefit by the Noteholders' efforts in prosecuting certain
actions relating to the LBO.  To the extent the Committee's
continuous and considerable efforts over the past six-plus months
of investigating, locating, obtaining and organizing LBO
Transaction information from more than 1,600 subpoenas can be
used appropriately to the benefit of all unsecured creditors'
interests, the Committee is supportive, he said.

However, the Creditors' Committee is required to contractually
prevent disclosure of the Subpoenaed Parties' confidential
information pursuant to confidentiality agreements, Mr. Landis
stressed.  Thus, the Creditors' Committee believes that its
request offers an efficient process by which (i) it may satisfy
its obligations under the Confidentiality Agreements and (ii) the
Court may address and resolve this issue in consolidated fashion,
avoiding a flood of separate motions for protection from the
Subpoenaed Parties.

The Noteholders, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and the Aegon Parties filed separate responses to
the Creditors' Committee's Motion.

Counsel to the Noteholders, Mr. Zensky told Judge Carey that the
Noteholders and the Creditors' Committee have met and conferred
to negotiate in good faith a Plaintiff Confidentiality Agreement
that (i) affords protections and restrictions but (ii) permits
the Noteholders to use the information in connection with the
prosecution of the State-Law Claims.  A draft of the Plaintiff
Confidentiality Agreement is available for free at:

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

Merrill Lynch objected to the draft confidentiality agreement
appended in the Noteholder Response because it fails to
appropriately protect the legitimate interests of the Subpoenaed
Parties and the Creditors' Committee in protecting confidential
information.

Counsel to the Aegon Parties, Bruce E. Jameson, Esq., at
Prickett, Jones & Elliott, P.A., in Wilmington, Delaware --
bejameson@prickett.com -- asserted that the Court should prohibit
the Creditors' Committee from producing the requested information
to the Noteholders because:

  (a) the subpoena issued by the Noteholders violates Rule 2004
      as the Noteholders seek information about former Tribune
      shareholders so that they can institute and prosecute
      state law claims that they contend belong to them, not to
      the Debtors or their estates; and

  (b) the Creditors' Committee's production of the Aegon
      Parties' confidential information to the Noteholders would
      violate the confidentiality agreements that the Creditors'
      Committee executed with the Aegon Parties.

A list of the Aegon Parties is available for free at:

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

                        *     *     *

After the May 17 hearing, counsel for Merrill Lynch, the
Noteholders and the Creditors' Committee conferred and agreed to
a form of confidentiality agreement.  The Creditors' Committee
then filed a proposed revised protective order, which appended
the agreed confidentiality agreement.

Judge Carey entered the proposed revised protective order on
May 19.

Under the May 19 order, the Creditors' Committee is authorized to
produce the subpoenaed information to the Noteholders and to any
other party that seeks the information pursuant to lawful
process, provided that the requesting party executes to counsel
for the Creditors' Committee a confidentiality agreement, a full-
text copy of which is available for free at:

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

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Debtor, Aurelius Defend Competing Plans
---------------------------------------------------
Tribune Company and its debtor affiliates, the Official Committee
of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo
Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., submitted to
Judge Carey a brief in support of confirmation of the Second
Amended Joint Plan of Reorganization.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, avers that the settlement, which is the centerpiece of
the DCL Plan, is a fair and reasonable resolution of the LBO-
Related Causes of Action against two major creditor
constituencies -- the Senior Lenders and Bridge Lenders.  The
settlement couples substantial guaranteed immediate distributions
-- more than 33% on the unsecured claims of Tribune's Non-LBO
creditors and payment in full of unsecured claims against the
Subsidiary Debtors -- with the prospect of potentially
significant additional recoveries from claims against defendants
other than the settling lenders, including selling shareholders,
officers, directors, Samuel Zell and EGI-TRB LLC, and various
professionals and advisors, he says.

Mr. Conlan also states that the settlement fairly reflects the
determinations of Kenneth Klee, the Court-appointed examiner, who
found substantial barriers to avoidance of the Senior Lenders
"Step One Claims" and concluded that, while likely, avoidance of
the Senior Lenders'" Step Two Claims" would produce only limited
incremental recoveries for Senior Noteholers and none for holders
of PHONES Notes.  In fact, the DCL Plan provides guaranteed
recoveries well in excess of the recoveries the Senior
Noteholders would receive if only the Step Two Claims were
avoided, while preserving substantially all claims against
entities other than the Senior and Bridge Lenders, he assures the
Court.

Indeed, the fairness of the DCL settlement was supported at trial
by the testimony of Professor Bernard Black, who demonstrated
that the DCL Plan settlement consideration is at the high end of
the range of reasonable results that a litigant could plausibly
expect to achieve, even under scenarios weighted heavily in favor
of the Senior Noteholders, Mr. Conlan points out.  In contrast,
the Noteholders' decision tree expert, Dr. Bruce Beron, ignored
significant portions of the Examiner Report and his analysis
failed to model accurately key issues underlying the LBO-Related
Causes of Action, Mr. Conlan asserts.

In sum, the various alternative pathways to success posited by
the Noteholders are risky and challenging, Mr. Conlan tells Judge
Carey.  The Examiner Report fully supports the settlement and the
settlement fully satisfies the requirements of the Bankruptcy
Code, he stresses.  Given this fact, as well as the fact that the
DCL Plan has the support of the Creditors' Committee and
virtually all creditor constituents other than the sponsors of
the Noteholder Plan, the DCL Plan should be confirmed, the DCL
Plan Proponents urge Judge Carey.

In contrast, the Noteholder Plan is a swing for the fences that
jeopardizes recoveries to virtually all creditors in an effort to
win a litigation home run for the Noteholders, according to Mr.
Conlan.  The Noteholder Plan "hazards the fortunes of the
Debtors' other creditors, many of whom are retirees or trade
creditors, and almost all of whom voted in favor of the DCL
Plan," he argues.  For that reason alone, the Noteholder Plan
should not be confirmed, the DCL Plan Proponents insist.

A full-text copy of the DCL Plan Proponents' brief is available
for free at:

   http://bankrupt.com/misc/Tribune_NoteholdersMay17No.pdf

         TM Retirees Support Confirmation of DCL Plan

Teitelbaum & Baskin, LLP and Pinckney, Harris & Weidinger, LLC,
as counsel for approximately 200 former employees of The Times
Mirror Company who were receiving or entitled to receive payments
under certain qualified and non-qualified retirement plans of one
or more of the Debtors, submitted a joinder to the brief of the
DCL Plan Proponents in support of confirmation of the DCL Plan.

Notwithstanding the objections which the TM Retirees have
previously expressed with respect to, among other things, the
purported scope of the releases embodied in the Second Amended
DCL Plan, and with a full reservation of rights on that issue,
the TM Retirees support confirmation of the Second Amended DCL
Plan.

Among the TM Retirees supporting this joinder is William Niese, a
member of the Official Committee of Unsecured Creditors.
Teitelbaum & Baskin also represents Mr. Niese in his role as a
member of the Creditors' Committee.  The joinder was filed on
behalf of the TM Retirees, including Mr. Niese, in their capacity
as creditors and parties in interest and not in any manner as a
representative of the Creditors' Committee, Adam Hiller, Esq., at
Pinckney, Harris & Weidinger, LLC, in Wilmington, Delaware --
AHiller@phw-law.com, clarifies.

            Aurelius, et al., Question DCL Plan Deal

Aurelius Capital Management, LP, on behalf of its managed
entities; Deutsche Bank Trust Company Americas, in its capacity
as successor Indenture Trustee for certain series of Senior
Notes; Law Debenture Trust Company of New York, in its capacity
as successor Indenture Trustee for certain series of Senior
Notes; and Wilmington Trust Company, in its capacity as successor
Indenture Trustee for the PHONES Notes, filed a brief supporting
confirmation of the plan of reorganization they proposed for the
Debtors.

Counsel to Aurelius, Daniel H. Golden, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, argues that the evidence at trial
clearly established that the DCL Plan Settlement (i) pales in
comparison to the likely outcome of litigation, (ii) is not fair
and equitable or in the best interest of creditors, and (iii) was
not negotiated at arm's-length.

When the differing potential outcomes of the litigation against
the LBO Lenders are probability weighted based on the Examiner's
conclusions, the record shows that (1) the Expected Value of
those claims ranges from $1.51 billion to $1.83 billion, and (2)
the Pre-LBO Noteholders stand a 74% chance of receiving greater
recoveries than those proposed by the DCL Plan, Mr. Golden
stresses.  He continues that the gross disparity between the
Proposed Settlement and the value of the LBO Claims is starkly
illustrated by the party line vote on the DCL Plan: virtually all
of the LBO Lenders voted in favor of the DCL Plan, hoping to
receive releases on the cheap, while the Pre-LBO Noteholders
overwhelmingly voted for the Noteholder Plan and rejected the DCL
Plan, reflecting the view that the claims against the LBO Lenders
are far more valuable if pursued outside of bankruptcy, by a
vigorous, conflict free litigation trustee.

Mr. Golden further asserts that though the DCL Plan now provides
the Senior Noteholders with a strip of consideration, the
Debtors' distributable enterprise value remains a key issue
because at higher values the Proposed Settlement becomes even
more unreasonable than it is at $6.75 billion.  Recognizing that
the consideration offered for the proposed release of claims
against the LBO Lenders is inadequate, the DCL Plan Proponents
lean heavily on the potential for future recoveries to the Non-
LBO Creditors via the Litigation Trust, he states.  But even
assuming that potential future recoveries from other parties is
relevant in determining whether the Debtors may release the LBO
Lenders, the DCL Plan Proponents failed to submit any evidence on
which the Court could base any finding as to the likely amount of
proceeds that will flow into the Litigation Trust, he avers.

None of the Debtors, the Debtors' Special Committee, the Official
Committee of Unsecured Creditors, or any of their professionals,
was also motivated or willing to proceed aggressively against the
LBO Lenders to maximize recoveries for all creditors harmed by
the LBO, but instead were all too willing to exclude Aurelius
from the process and accept settlement terms that prejudiced
primarily the Pre-LBO Noteholders, and not other creditor
constituencies, Mr. Golden tells Judge Carey.

Fortunately, the DCL Plan Proponents' failure to prove that their
plan may be confirmed does not consign the Debtors to remain in
bankruptcy, says Mr. Golden.  "The Noteholder Plan meets all of
the requirements for confirmation, will undeniably provide
greater recoveries to the Non-LBO Creditors as a whole, and has
several other advantages over the DCL Plan," he maintains.

In a supplement to the brief, Mr. Golden contends that the DCL
Plan creates issues that will impede approval of the Federal
Communications Commission.  He avers that JPMorgan, Angelo Gordon
and Oaktree have interests in other media companies that operate
in the same markets as the Company, which, coupled with the
interests in Reorganized Tribune that the proponents stand to
receive under the DCL Plan, will violate FCC media ownership
rules.  Even if eventually resolved through curative action by
the DCL Plan Proponents, these violations will delay and impede
approval of the DCL Plan, preventing it from satisfying Section
1129(a)(11) of the Bankruptcy Code's feasibility requirement and
weighing strongly against confirmation, he insists.

Full-text copies of the Noteholders' brief and supplement are
available for free at:

  http://bankrupt.com/misc/Tribune_NoteholdersBrief.pdf
  http://bankrupt.com/misc/Tribune_NoteholdersBriefSupp.pdf

The Noteholders' brief and supplement were filed under seal,
along with a motion seeking the Court's permission to seal the
documents.  The Noteholders filed with the Court a corrected
table of authorities, which was inadvertently filed with the
Brief.  The corrected table was filed under seal.

              Wilmington Trust Files Brief in Support
                     of Noteholder Plan

"After a lengthy fact-finding process, including almost two weeks
of testimony and argument, and a 1,000 plus page report of the
Examiner, the Debtors, in conjunction with the LBO Lenders and
the Creditors' Committee still press a plan that gives the PHONES
nothing even though the DCL Plan impermissibly compromises the
rights of the PHONES Holders," Wilmington Trust complains in its
brief supporting confirmation of the Noteholder Plan.

Counsel to the indenture trustee for the PHONES, Robert J. Stark,
Esq., at Brown Rudnick LLP, in New York --
rstark@brownrudnick.com -- contends that not only does the DCL
Plan impermissibly settle all of the Debtors' estate claims
against the LBO Lenders arising from the failed LBO for
insufficient consideration, as set forth in the Noteholder Brief,
the DCL Plan also has at least two additional substantial
deficiencies that preclude confirmation of the DCL Plan.

The deficiencies in the DCL Plan specific to its treatment of the
PHONES are:

(A) The DCL Plan impermissibly subordinates the PHONES: (1) with
   regard to certain other parent claims, including the swap
   claim, and claims of trade creditors and retirees; (2) with
   regard to certain claims that belong to the PHONES, but are
   part of the litigation trust; and (3) with regard to the LBO
   Lenders at the parent company level, Mr. Stark points out.

(B) Notwithstanding that Wilmington Trust's adversary complaint
   is unresolved, and asserts valid claims fully supported by
   the Examiner's Report and the record of the confirmation
   hearing, the DCL Plan impermissibly makes moot certain
   aspects of the relief sought in the PHONES Complaint against
   certain LBO Lenders, Mr. Stark avers.

Wilmington Trust previously sought the Court's permission to file
under seal portions of its brief that included excerpts from
deposition testimony and documents which were designated as
confidential exhibits by the parties in these Chapter 11 cases.
A redacted copy of the PHONES Trustee's Brief is available for
free at:

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

Wilmington Trust later withdrew its request to seal portions of
its brief.

                 Aurelius Notice Explaining Plan

Aurelius Capital Management, LP, on behalf of its managed
entities; Deutsche Bank Trust Company Americas, in its capacity
as successor indenture trustee for certain series of senior
notes; Law Debenture Trust Company of New York, in its capacity
as successor indenture trustee for certain series of senior
notes; and Wilmington Trust Company, in its capacity as successor
indenture for the PHONES Notes filed with the Court on May 17,
2011, a notice explaining the Third Amended Joint Plan of
Reorganization for Tribune Company and its debtor affiliates
dated April 25, 2011.

Counsel to Aurelius, Daniel H. Golden, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, relates that while the Noteholders
have filed black-lined versions of each iteration of the
Noteholder Plan with the Court and, in connection with certain
modifications, filed a notice with the Court explaining those
modifications, this notice is intended to provide parties-in-
interest with a cumulative understanding of the primary
modifications made to the Noteholder Plan from the Initial
Noteholder Plan to the current version of the Noteholder Plan.

The modifications discussed in the May 17 Notice are for
information purposes only and are not intended to supersede the
provisions of the Third Amended Noteholder Plan or constitute a
resolicitation of it, Mr. Golden clarifies.  Indeed, based on the
Court's determination that the modifications that have been made
to the Initial Noteholder Plan are not material and adverse to
any Class of Creditors, the Noteholders are not resoliciting
votes on the Noteholder Plan, he states.

The Amended Noteholder Plan provides for between 70.5% and 79.8%,
assuming a distributable enterprise value of $6.75 billion, of
the equity value in Reorganized Tribune to be distributed to
creditors as of the effective date of the Amended Noteholder
Plan.  Moreover, between 45.2% and 51.1%, assuming a DEV of $6.75
billion, of the Debtors' DEV will be initially distributed to
creditors upon the Debtors' emergence from Chapter 11.

Based on non-material modifications to the reserve structure in
the Noteholder Plan, between 70.5% and 79.8%, assuming a DEV of
$6.75 billion, of the equity value of Reorganized Tribune will be
distributed to Creditors on the Effective Date, leaving only
20.2% to 29.5%, assuming a DEV of $6.75 billion, of the equity
value of Reorganized Tribune held in reserve pending the outcome
of the LBO-Related Causes of Action, Mr. Golden explains.

To the extent the Court determines that the actual DEV is greater
than $6.75 billion, the percentage of equity distributed to
creditors as of the Effective Date would increase and the
percentage of equity held in reserve would decrease
correspondingly, Mr. Golden relates.

If the Court determines that the DEV is $8.00 billion, between
51.5% and 56.5%16 of the Debtors' DEV will be initially
distributed to creditors upon the Debtors' emergence from Chapter
11, Mr. Golden states.  In addition, at an $8.00 billion DEV,
based on non-material modifications to the reserve structure in
the Noteholder Plan, between 73.9% and 81.1%17 of the equity
value of Reorganized Tribune will be distributed to creditors as
of the Effective Date, leaving only 18.9% to 26.1%18 of the
equity value of Reorganized Tribune held in reserve pending the
outcome of the LBO-Related Causes of Action, he notes.

The Noteholders prepared charts comparing the initial allocation
of equity value in Reorganized Tribune as of the Effective Date
among creditors and the reserves established under the Noteholder
Plan dated February 25, 2011 and the current version of the
Noteholder Plan, based on (i) an illustrative DEV for the Debtors
of $6.75 billion and $8.00 billion with that DEV allocated 8.4%
to Tribune and 91.6% to Tribune's subsidiaries and (ii) the
outcome of the PHONES Notes Claims Resolution.  Copies of the
charts are available for free at:

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

The Amended Noteholder Plan also provided for these primary
modifications:

  * Separating classification of the Swap Parent Claim and Swap
    Guaranty Claim from the Step One Senior Loan Claims and Step
    One Senior Loan Guaranty Claims.

  * Providing for each holder of an Allowed Guarantor Debtor
    Claim to receive its (i) natural recovery based on an
    entity-by-entity valuation prepared by the Debtors, which is
    premised on a $6.75 billion total DEV and the allocation of
    the total DEV among all of the Debtor entities, as opposed
    to a flat 8% Initial Distribution or (ii) to the extent
    disputed by any Holder, other percentage recovery as is
    determined by a Final Order.

A full-text copy of the Notice providing a summary of the Amended
Noteholder Plan's modifications is available for free at:

   http://bankrupt.com/misc/Tribune_NoteholdersMay17No.pdf

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Allowed to Resolicit Votes on Chapter 11 Plan
---------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved the procedures allowing holders of
Senior Loan Claims and Senior Guaranty Claims to change their
votes on the Second Amended Joint Plan of Reorganization proposed
by Tribune Co. and its debtor affiliates; the Official Committee
of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A.

Holders of Senior Loan Claims and Senior Guaranty Claims will
have until June 10, 2011 to return their supplemental ballots to
the Debtors' voting agent.  If a supplemental ballot is not
received on or before June 10, that holder's previously-cast vote
will continue to be counted as a vote to accept or reject the DCL
Plan as modified.

The Court also approved the procedures allowing certain holders
of claims to make elections to (i) receive new treatment for
those claims, (i) make additional elections concerning the scope
of the previously-granted releases under the DCL Plan, and (iii)
reconsider and, if they wish, opt out of the deemed transfer of
Disclaimed State Law Avoidance Claims to the Creditors' Trust
under the DCL Plan.

The record holders of Senior Noteholder Claims and Other Parent
Claims will have until June 30, 2011 to return their election
tabulation forms to the Debtors' voting agent.

Holders of Claims, excluding (a) the Bridge Loan Agent and Bridge
Lenders within the scope of the releases of the DCL Plan and (b)
any Disclaimed State Law Avoidance Claims against released
stockholder parties will have until June 30, 2011 to return
release election forms to the Debtors' voting agent.

The Supplemental Disclosure Statement is also approved as a
supplement to the previously-approved Disclosure Statement
explaining the DCL Plan.

Judge Carey also signed a revised proposed order submitted by the
Debtors with respect to the Resolicitation Motion to address
information objections and comments received from (i) counsel to
the retiree claimants, (ii) the Voting Agent, (iii) counsel to
Wilmington Trust Company, and (iv) counsel to Aurelius Capital
Management, LP, as well as various other claimants.

Counsel to the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, states that the modifications:

  (i) clarify that the holders of all Other Parent Claims,
      including those that make the elections to receive the
      treatment in the DCL Plan, may opt out of the deemed
      transfer of their Disclaimed State Law Avoidance Claims to
      the Creditors' Trust;

(ii) make clear that holders of Senior Noteholder Claims as of
      May 15, 2011 may make the elections called for on the
      Senior Noteholder Election Form;

(iii) provide for (a) a new Senior Noteholder Release Tabulation
      Form to tabulate release elections by the holders of
      Senior Noteholder Claims; (b) a new PHONES Notes Release
      Tabulation Form to tabulate release elections by the
      holders of PHONES Notes Claims, and (c) a separate
      Creditors' Trust Election Form for Holders of PHONES Notes
      claims, as requested by the Voting Agent; and

(iv) make certain other mechanical changes to the operation of
      the supplemental ballots and election forms.

              Noteholders Not Required to Resolicit

Judge Carey held that Aurelius Capital Management, LP, on behalf
of its managed entities; Deutsche Bank Trust Company Americas, in
its capacity as successor Indenture Trustee for certain series of
Senior Notes; Law Debenture Trust Company of New York, in its
capacity as successor Indenture Trustee for certain series of
Senior Notes; and Wilmington Trust Company are not required to
resolicit the votes of any classes of claims under their Third
Amended Joint Plan of Reorganization for Tribune Company.

The bankruptcy judge found that with respect to all classes other
than the Senior Lender and Bridge Lender Classes, the amendments
made to the Noteholder Plan, as incorporated in the Third Amended
Noteholder Plan, are either (i) not material and adverse to the
interests of the applicable Creditors, or (ii) to the extent the
Court finds that certain of the amendments made to the Noteholder
Plan, as incorporated in the Third Amended Noteholder Plan, are
material and adverse to any Class of Creditors, based on that
Class' prior rejection of the Initial Noteholder Plan, those
Classes will be deemed to reject the Third Amended Noteholder
Plan.

Judge Carey also noted that he does not need to determine, in
connection with consideration of the Noteholders' Motion, whether
the amendments made to the Noteholder Plan, as incorporated in
the Third Amended Noteholder Plan, are material or adverse to the
Senior Lenders or the Bridge Lenders because of the prior
rejection by the Senior Lender and Bridge Lender Classes of the
Initial Noteholder Plan and those Classes' deemed rejection of
the Third Amended Noteholder Plan.

No objection to the Noteholder Plan may be made on the basis that
the vote of any creditor was not resolicited in connection
therewith, Judge Carey ruled.

Judge Carey clarified that his order does not dispose of, reject,
or impact confirmation objections made to the Noteholder Plan.

Judge Carey also approved the form of joint notice to be filed,
served on the 2002 list, and distributed to all creditors whose
votes were solicited in connection with the Competing Plans, the
expense of which distribution will be borne by the Debtors'
estates.

Before entry of the order, the DCL Plan Proponents said they
agree that the Senior Lenders may be deemed to continue to reject
the Noteholder Plan without resolicitation.  The DCL Plan
Proponents however object to the Noteholders' Motion to the
extent that it asks the Court to make unnecessary and premature
finding regarding the impact of changes to the Noteholder Plan on
the Senior Lenders.

Indeed, the impact of the Noteholders' amendments or whether
those amendments are adverse to the Senior Lenders is not
relevant to whether or not the Senior Lenders must be
resolicited, a point on which there is no dispute, argued J. Kate
Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Wilmington, Delaware.  Instead, the impact of the changes to
the Noteholder Plan on the Senior Lenders is a core confirmation
issue and should not be prematurely argued by the Noteholders or
addressed by the Court at this time, she pointed out.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Sam Zell Opposes Confirmation of Competing Plans
------------------------------------------------------------
Samuell Zell filed with the Court a brief opposing confirmation
of either Chapter 11 Plans in the Debtors' Chapter 11 cases.

"Neither Aurelius nor the DCL Plan Proponents are proposing their
plans in good faith when a central premise of both plans is the
pursuit of litigation without a meaningful chance of success on
the merits, contends David J. Bradford, Esq., at Jenner & Block
LLP, in Chicago, Illinois, counsel to Mr. Zell.

In fact, despite the "parade of experts" who testified at the
confirmation hearing, no one contradicted the Examiner or
Professor Bernard Black by suggesting that the claims against Mr.
Zell have any likelihood of success or meaningful value to
creditors, Mr. Bradford stresses.  The record demonstrates that
neither plan proponent can objectively evaluation whether the
pursuit of these claims is in the best interest of creditors, Mr.
Bradford points out.

"Aurelius is incented to pursue frivolous claims against Mr.
Zell, with the costs borne by all creditors in order to gain
leverage in its own private battle to subordinate EGI-TRB LLC
notes to the PHONES notes," Mr. Bradford argues.  The DCL Plan
Proponents, who are incented to rebut the Aurelius allegation
that they are conflicted or soft on Mr. Zell, responded by taking
the position that, like Aurelius, they would pursue every
imaginable claim against Mr. Zell -- even though their expert
testified the claims have no meaningful chance of success, Mr.
Bradford emphasizes.

Making the decision now to stop wasteful litigation is consistent
with the requirements of Section 1129 of the Bankruptcy Code, Mr.
Bradford maintains.

Mr. Zell thus asks the Court to not approve a Plan that is
premised on the pursuit of patently frivolous claims against him.
In the alternative, if the Court allows the claims against Mr.
Zell to be assigned to a Litigation Trust, the Court should:

(1) Clarify in its confirmation order that, by doing so, it has
   not determined that the claims against Mr. Zell or EGI-TRB
   have merit or that it is in the best interest of the
   creditors to pursue those claims.

(2) Refuse to allow Aurelius and other holders of PHONES
   securities to sit on the proposed Trust advisory boards or
   have their hand-picked representatives serve as Litigation
   Trustee at least with respect to making decisions about the
   claims against EGI-TRB and Mr. Zell.

(3) Require the proponents of the confirmed plan to fully
   indemnify current Tribune directors and to withdraw those
   provisions of the proposed plan that purport to limit the
   assumption of indemnification obligations to only non-LBO
   related claims.

(4) If the Court determines that the Debtors' certificate of
   incorporation is not an executory contract, the Court should
   defer a determination as to whether Mr. Zell is entitled to
   administrative priority for his indemnification claims until
   he has had an opportunity to present evidence as to the
   benefit his postpetition services have afforded the Debtors'
   estates.

(5) Condition approval of any plan on it making clear that no
   exculpation or release shall be provided to any person or
   professional who violates Rule 11 or other similar rules
   against frivolous litigation.

EGI-TRB joins in the arguments of Mr. Zell against confirmation
of the Chapter 11 Plans.

In addition to Mr. Zell's objections, EGI-TRB opposes
confirmation of both Chapter 11 Plans because they do not
acknowledge the EGI-TRB notes' seniority over the PHONES notes.
Accordingly, EGI-TRB asks that if the Court confirms one of the
pending Plans that the confirmation order clarify that the
confirmed plan does not determine the relative priorities between
the EGI-TRB notes and the PHONES notes and that no funds will be
distributed to the holders of the PHONES notes until the Court
resolves the issue whether the PHONES notes are subordinated to
the EGI-TRB notes.

The Court should also not confirm either Chapter 11 Plan because
both plans improperly seek to evade Section 546(e) of the
Bankruptcy Code, counsel to EGI-TRB, Catherine Steege, Esq., at
Jenner & Block LLP, in Chicago, Illinois -- csteege@jenner.com --
asserts.  She contends that the Noteholders and the DCL Plan
Proponents seek to create an artifice the application of safe-
harbor defense under Section 546(e) of the Bankruptcy Code to the
LBO litigation.  This scheme to strip defendants of their safe-
harbor defenses and force them to defend the same claim twice is
not made any more palatable by the fact that the Noteholders and
the DCL Plan Proponents have both agreed to the scheme, she tells
Judge Carey.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICO MARINE: Lenders Say They Were Misled Into $65 Million Loan
----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the private
equity firm that provided Trico Marine Services Inc. with debtor-
in-possession financing sued the Company in Texas state court on
Friday, alleging that Trico made false statements to secure a
separate $65 million loan for its operating unit.

According to Law360, three separate funds of Tennenbaum Capital
Partners LLC allege that Trico, its officers, directors and board
made false statements regarding Trico Shipping AS' prospects prior
to entering into the $65 million loan in June 2010.

                         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.


TROPICANA STATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Tropicana Station, Inc.
          dba Wild Wild West Gambling Hall & Hotel
        c/o LEWIS AND ROCA LLP
        50 W. Liberty Street, Suite 410
        Reno, NV 89501
        Tel: (775) 823-2900

Bankruptcy Case No.: 11-51702

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Laury Miles Macauley, Esq.
                  LEWIS AND ROCA LLP
                  50 W. Liberty Street, Suite 410
                  Reno, NV 89501
                  Tel: (775) 321 3431
                  Fax: (775) 321 5572
                  E-mail: lmacauley@lrlaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $500,000,001 to $1 billion

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

The petition was signed by Thomas M. Friel, senior vice president
and treasurer.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Northern NV Acquisitions, LLC         09-52470            07/28/09
Reno Land Holdings, LLC               09-52471            07/28/09
River Central, LLC                    09-52472            07/28/09
Tropicana Station, LLC                09-52473            07/28/09
FCP Holding, Inc.                     09-52474            07/28/09
FCP Voteco, LLC                       09-52475            07/28/09
Fertitta Partners LLC                 09-52476            07/28/09
Station Casinos, Inc.                 09-52477            07/28/09
FCP MezzCo Parent, LLC                09-52478            07/28/09
FCP MezzCo Parent Sub, LLC            09-52479            07/28/09
FCP MezzCo Borrower VII, LLC          09-52480            07/28/09
FCP MezzCo Borrower VI, LLC           09-52481            07/28/09
FCP MezzCo Borrower V, LLC            09-52482            07/28/09
FCP MezzCo Borrower IV, LLC           09-52483            07/28/09
FCP MezzCo Borrower III, LLC          09-52484            07/28/09
FCP MezzCo Borrower II, LLC           09-52485            07/28/09
FCP MezzCo Borrower I, LLC            09-52486            07/28/09
FCP PropCo, LLC                       09-52487            07/28/09
GV Ranch Station, LLC                 10-50381            02/10/10
Auburn Development, LLC               11-51188            04/12/11
Magic Star Station, LLC               11-51190            04/12/11
Palace Station Hotel & Casino, Inc.   11-51191            04/12/11
Boulder Station, Inc.                 11-51192            04/12/11
Past Enterprises, Inc.                11-51193            04/12/11
Rancho Station, LLC                   11-51194            04/12/11
Centerline, Holdings, LLC             11-51195            04/12/11
Sonoma Land Holdings, LLC             11-51196            04/12/11
Station Holdings, Inc.                11-51197            04/12/11
Charleston Station, Inc.              11-51198            04/12/11
STN Aviation, Inc.                    11-51199            04/12/11
CV HoldCo, LLC                        11-51200            04/12/11
Santa Fe Station, Inc.                11-51201            04/12/11
Durango Station, Inc.                 11-51202            04/12/11
SC Durango Development, LLC           11-51203            04/12/11
Sunset Station, Inc.                  11-51204            04/12/11
Fiesta Station, Inc.                  11-51205            04/12/11
Texas Station, LLC                    11-51206            04/12/11
Fresno Land Acquisitions, LLC         11-51207            04/12/11
Town Center Station, LLC              11-51208            04/12/11
Gold Rush Station, LLC                11-51209            04/12/11
Tropicana Acquisitions, LLC           11-51210            04/12/11
Green Valley Station, Inc.            11-51211            04/12/11
Vista Holdings, LLC                   11-51212            04/12/11
Green Valley Ranch Gaming, LLC        11-51213            04/12/11
Inspirada Station, LLC                11-51214            04/12/11
Lake Mead Stations, Inc.              11-51215            04/12/11
Aliante Gaming, LLC                   11-51216            04/12/11
LML Station, LLC                      11-51217            04/12/11
Aliante Holding, LLC                  11-51218            04/12/11
Aliante Station, LLC                  11-51219            04/12/11


VYTERIS, INC: Reports $1.91 Million Net Income in 1st Quarter
-------------------------------------------------------------
Vyteris, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $1.91 million on $15,000 of product development revenue for the
three months ended March 31, 2011, compared with a net loss of
$3.20 million on $14,323 of product development revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.52
million in total assets, $15.39 million in total liabilities and a
$12.86 million total stockholders' deficit.

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

                        http://is.gd/NJNgCA

                        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.

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.


VYTERIS, INC: To Focus on Contract Research Organization Bus.
-------------------------------------------------------------
Vyteris, Inc., announced that its Board of Directors has elected
to implement a strategy to transform Vyteris into a diversified
specialty contract research organization company.  This decision
follows on the Company's previously announced merger with MediSync
BioServices, Inc., a CRO, and Vyteris will now focus all its
efforts on consolidating specialty businesses in the CRO, site
management organization (SMO) and related services industry.  As a
result, the Company is currently discontinuing its drug delivery
business and plans to monetize its proprietary active transdermal
drug-delivery assets as soon as possible.

Vyteris' strategy is to bring together established and profitable
privately held CROs, SMOs  and related consulting firms to build a
cluster of businesses with complementary specialized services that
benefit from centralized administration, enhanced access to
expansion capital and cross-selling capabilities.  Vyteris is
pursuing multiple acquisition targets that it intends to advance
to closing in 2011 and 2012.

"We are excited to be transforming Vyteris into a leading niche
player in the specialty CRO industry by executing our strategy for
consolidation, growth and potential profitability in an
established industry with exciting growth potential," said Haro
Hartounian, Ph.D., chief executive officer at Vyteris.  "The
fragmented $22 billion CRO business serves a growing demand for
outsourced clinical research and related services as drug and
medical device developers are attracted to the efficiency and
flexibility offered by such service providers.  With more than
1,100 CROs worldwide, we believe this industry is ripe for
consolidation.  Our plan is to acquire small, private CROs with
successful track records that lack the capital raising power,
business development resources and scale to compete with large
CROs.  We expect to leverage operating synergies among these
acquired entities to increase efficiencies and profitability.

"With our entrepreneurial leadership and industry experience, we
are confident this strategy will provide Vyteris and its
shareholders a significant growth opportunity and value
proposition.  We have strict criteria in place for acquisition
targets, and have identified a number of companies that support
our specialty business model" concluded Dr. Hartounian.

                      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.

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.

The Company's balance sheet at March 31, 2011, showed $2.52
million in total assets, $15.39 million in total liabilities and a
$12.86 million total stockholders' deficit.


WALTER INVESTMENT: S&P Assigns 'B+' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' long-term
counterparty credit rating to Walter Investment Management Corp.
The outlook is stable. "At the same time, we assigned the
company's proposed issuances of $500 million first-lien and $265
million second-lien senior secured term loans ratings of 'B+' and
'B'. The ratings on these notes are subject to a satisfactory
review of the final documentation. All ratings depend on the
timely closing of the announced acquisition of Green Tree Credit
Solutions LLC (B+/Stable/B)," S&P said.

"The ratings on Walter assume that it completes its announced
acquisition of Green Tree as scheduled early in third-quarter
2011," said Standard & Poor's credit analyst Kevin Cole, CFA. The
pending acquisition of Green Tree will facilitate Walter's
transition to an asset-light, fee-for-service business model.
Rather than pursue a time-consuming transition organically, the
company has agreed to purchase Green Tree, thereby giving it
access to Green Tree's existing subservicing pipeline (Green Tree
has strong relationships with the government-sponsored enterprises
and a handful of large banks). In addition, the acquisition will
allow Walter immediately to grow its fee-based subservicing
business, the demand for which we believe will continue to grow
rapidly the next few years as mortgage delinquencies remain high.
As of now, competition in the industry is restricted to a handful
of special servicers with the infrastructure, established
relationships, and track records necessary to be awarded
subservicing contracts, of which Green Tree is one," S&P
elaborated.

Servicing profit margins are substantial (gross profit margins are
currently in the low-50% area). Walter's high margins should
provide some cushion against unexpected increases in servicing
costs associated with any future regulatory guidance. "If
mortgage-servicing standard changes make the business more costly,
we expect the demand for special servicing to increase, with
Walter's volume increases more than offsetting any rise in
expenses," S&P said.

The stable outlook assumes that profitability will continue to
grow along with UPB levels, and the potential boost to servicing
volumes will offset servicing cost increases associated with any
future regulatory actions. "If the pending acquisition of Green
Tree is not completed as scheduled, we could lower the ratings. In
addition, a reversal of positive trends in UPB levels or a
material weakening of profit margins may lead to a negative rating
action. If Walter were to pay down debt substantially faster than
mandated amounts, or if the company's operating cash flows
increased faster than our moderate expectation, we could raise the
ratings," S&P stated.


WCA WASTE: Moody's Lowers Corporate Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of WCA Waste Corporation to B2 from
B1. Concurrently, a B3 rating has been assigned to the planned
$175 million senior unsecured notes due 2019. The company's
speculative grade liquidity rating of SGL-3 has been affirmed and
the rating outlook is stable. Moody's expects that proceeds of the
new notes will fund WCA's tender offer for its $150 million senior
unsecured notes due 2014, with a modest increase in debt following
the transaction.

The ratings are:

  -- Corporate family, to B2 from B1

  -- Probability of default, to B2 from B1

  -- $175 million senior unsecured notes due 2019, assigned B3,
     LGD 5, 76%

  -- $150 million senior unsecured notes due 2014, unchanged at
     B3, LGD 5, 78%

  -- Speculative grade liquidity, affirmed at SGL-3

RATINGS RATIONALE

The corporate family rating downgrade to B2 from B1 follows credit
metrics that have weakened to levels on par with the lower rating
level. Debt to EBITDA of 5.2x, EBIT to interest of 1.2x, and free
cash flow to debt of -1% have crossed thresholds Moody's had said
would drive a ratings downgrade. Combined with the company's small
size, current metrics reflect a lower level of financial capacity
to withstand fluctuation in the business. WCA has relatively high
exposure to commercial/demolition solid waste streams whose
volumes lag economic growth. Although construction and demolition
volumes should begin improving in at some point in 2012, Moody's
does not expect a dramatic improvement near-term.

The rating outlook is still stable because sector operating
fundamentals should gradually improve with the economy, helping
WCA continue its acquisition spending without continuation of the
declining credit metric trend evidenced since 2009. Full-year
earnings contribution from companies acquired in late 2010 and
early 2011 adds confidence that metrics will not further weaken.
An adequate liquidity profile, stemming from a lack of near-term
maturities and $71 million of revolver borrowing availability at
March 31, 2011, also supports the stable outlook. The revolver's
financial ratio covenant compliance headroom level, although not
robust, should be sufficient.

Although the corporate family rating has declined one notch, the
B3 senior unsecured note rating continues unchanged. Impact from
the anticipated capital structure change and the lower corporate
family rating, was not enough to cause a lower senior unsecured
note rating.

Upward rating momentum would follow expectation of sustained debt
to EBITDA of around 4x, EBIT to interest above 2x, and a good
liquidity profile. Downward rating pressure would follow debt to
EBITDA of 6x or more, EBIT to interest below 1x, or a weakening
liquidity profile.

The principal methodology used in rating WCA Waste Corporation was
the Solid Waste Management Industry Methodology, published
February 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

WCA Waste Corporation, based in Houston, TX, is a provider of non-
hazardous solid waste management services. Revenues for the last
twelve months ended March 31, 2011 were $235 million.


WCA WASTE: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Houston, Texas-based WCA Waste Corp. At the same
time, Standard & Poor's assigned its 'B-' issue rating and '5'
recovery rating to the company's proposed $175 million senior
unsecured notes due April 2019. The '5' recovery rating reflects
the expectation of modest recovery (10%-30%) in the event of a
payment default.

"The rating affirmation reflects our view that following the
refinancing of its senior notes and the extension of its revolving
credit facility, WCA will retain a financial risk profile
consistent with current ratings, including adequate liquidity and
a manageable debt maturity profile," said Standard &
Poor's credit analyst James Siahaan.

Although the company remains highly leveraged, the financial
covenant levels under the amended revolving credit facility
provide additional headroom, and WCA should generate credit
statistics that Standard & Poor's considers reasonable for the
ratings.

The ratings on Houston-based WCA Waste Corp. reflect the company's
narrow scope of activities and limited geographic diversity, its
exposure to construction and demolition cycles (though somewhat
reduced since the depths of the recession), its leveraged balance
sheet, and the integration risks associated with multiple debt-
financed acquisitions. Favorable overall industry characteristics,
the company's experienced senior management team that has a proven
track record in acquisitions and integration, and attractive
operating margins only partially offset those negative factors.

WCA, which has annual revenues of about $235 million, is a
publicly owned solid waste management company that provides
collection, transfer, and disposal services. With operations
located predominantly in the southern and southeastern U.S., the
company serves about 450,000 commercial, industrial, and
residential collection customers and roughly 6,000 landfill and
transfer station customers. WCA was formed in September 2000 when
it acquired 32 separate waste operations from Waste Management
Inc. The company has grown steadily, primarily through the more
than 40 acquisitions it has completed since its June 2004 IPO. WCA
benefits from a solid internalization of waste rate (the
percentage of collected waste going into the company's own
landfills) that usually exceeds 70%.

"Gradual recovery in the economy, along with WCA's steady revenue
streams from acquired landfills and collection operations, a
decent market presence in the South, and cost-cutting initiatives
should ensure stable operating results," Mr. Siahaan said.


WII COMPONENTS: Incurs $602,000 Net Loss in First Quarter
---------------------------------------------------------
WII Components, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $602,000 on $42.00 million of net sales for the three months
ended March 31, 2011, compared with a net loss of $892,000 on
$34.64 million of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$196.13 million in total assets, $130.42 million in total
liabilities and $65.70 million in total stockholders' equity.

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

                        http://is.gd/i2HLL5

                       About WII Components

WII Components Inc. manufactures hardwood cabinet doors and
related components in the United States, selling primarily to
kitchen and bath cabinet original equipment manufacturers.

As reported in the TCR on Oct. 27, 2010, Standard & Poor's Ratings
Services assigned its preliminary 'B-' corporate credit rating to
St. Cloud, Minn.-based WII Components Inc.  The rating outlook is
stable.  "The 'B-' preliminary corporate credit rating on WII
reflects its highly leveraged financial risk profile and
vulnerable business risk profile," said Standard & Poor's credit
analyst Pamela Rice.  In November 2010, S&P withdrew all of its
preliminary ratings, including its preliminary 'B-' corporate
credit rating, on WII Components because the company's proposed
$115 million senior secured notes offering was not completed.

The Company reported a net loss of $3.37 million on $145.38
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $15.18 million on $130.45 million of net sales
during the prior year.


Z TRIM HOLDINGS: Incurs $6.27 Million Net Loss in First Quarter
---------------------------------------------------------------
Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $6.27 million on $247,366 of total revenues for the three
months ended March 31, 2011, compared with a net loss of $748,380
on $180,251 of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$7.77 million in total assets, $19.12 million in total
liabilities, $783,259 in total commitments and contingencies, and
a $12.13 million total stockholders' deficit.

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

                        http://is.gd/RtH7lW

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, 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
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In Re Alicia Brakebill
   Bankr. C.D. Calif. Case No. 11-12223
      Chapter 11 Petition filed May 12, 2011

In Re Kathryn Reece-McNeill
   Bankr. C.D. Calif. Case No. 11-30808
      Chapter 11 Petition filed May 12, 2011

In Re Michael Jaurigue
   Bankr. C.D. Calif. Case No. 11-30769
      Chapter 11 Petition filed May 12, 2011

In Re Thomas Fisher
   Bankr. E.D. Calif. Case No. 11-31924
      Chapter 11 Petition filed May 12, 2011

In Re Savitriben Patel
   Bankr. N.D. Calif. Case No. 11-54571
      Chapter 11 Petition filed May 12, 2011

In Re Walter Ng
   Bankr. N.D. Calif. Case No. 11-45175
      Chapter 11 Petition filed May 12, 2011

In Re William White
   Bankr. N.D. Ill. Case No. 11-20288
      Chapter 11 Petition filed May 12, 2011

In Re James Davis
   Bankr. S.D. Ind. Case No. 11-06061
      Chapter 11 Petition filed May 12, 2011

In Re Alberto Bonaney
   Bankr. S.D. Fla. Case No. 11-23020
      Chapter 11 Petition filed May 12, 2011

In Re First Road LLC
   Bankr. S.D. Fla. Case No. 11-22991
      Chapter 11 Petition filed May 12, 2011
         filed pro se

In Re Medical Data Processing, Inc.
        aka Medical Billing Quality Assurance, Inc.
        aka Telemedicine Services Group, Inc.
   Bankr. D. Mass. Case No. 11-14515
      Chapter 11 Petition filed May 12, 2011
         See http://bankrupt.com/misc/mab11-14515.pdf

In Re AMP-CEP Group Homes, Inc.
        dba Hilltop Reocvery Center
        dba Right Turn
   Bankr. D. Md. Case No. 11-19999
      Chapter 11 Petition filed May 12, 2011
         See http://bankrupt.com/misc/mdb11-19999.pdf

In Re Samuel Scott
   Bankr. N.D. Miss. Case No. 11-12156
      Chapter 11 Petition filed May 12, 2011

In Re Michael Keel
   Bankr. E.D. N.C. Case No. 11-03695
      Chapter 11 Petition filed May 12, 2011

In Re Bruce Cunningham
   Bankr. D. N.H. Case No. 11-11930
      Chapter 11 Petition filed May 12, 2011

In Re Combined Services Inc.
        dba Schneider Supply
   Bankr. D. N.J. Case No. 11-24860
      Chapter 11 Petition filed May 12, 2011
         See http://bankrupt.com/misc/njb11-24860.pdf

In Re Craig Clark
   Bankr. D. N.J. Case No. 11-24938
      Chapter 11 Petition filed May 12, 2011

In Re Melher Transport Inc.
   Bankr. W.D. Texas Case No. 11-30889
      Chapter 11 Petition filed May 12, 2011
         See http://bankrupt.com/misc/txwb11-30889.pdf

In Re Anthony Kelly
   Bankr. E.D. Va. Case No. 11-13548
      Chapter 11 Petition filed May 12, 2011

In Re Tip Top Roofing & Sheet Metal, Inc.
   Bankr. N.D. Ala. Case No. 11-81743
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/alnb11-81743.pdf

In Re Linden Lloyd
   Bankr. D. Ariz. Case No. 11-13885
      Chapter 11 Petition filed May 13, 2011

In Re George Gehron
   Bankr. C.D. Calif. Case No. 11-25855
      Chapter 11 Petition filed May 13, 2011

In Re Joshua Tree Holdings LLC
   Bankr. C.D. Calif. Case No. 11-25926
      Chapter 11 Petition filed May 13, 2011
         filed pro se

In Re Raffie Berberian
   Bankr. C.D. Calif. Case No. 11-30885
      Chapter 11 Petition filed May 13, 2011

In Re Victorville Partners LLC
   Bankr. C.D. Calif. Case No. 11-15951
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/cacb11-15951.pdf

In Re Oscar Braun
   Bankr. N.D. Calif. Case No. 11-31881
      Chapter 11 Petition filed May 13, 2011

In Re Russell Barto
   Bankr. N.D. Calif. Case No. 11-45228
      Chapter 11 Petition filed May 13, 2011

In Re Daniel Cabal
   Bankr. S.D. Calif. Case No. 11-07984
      Chapter 11 Petition filed May 13, 2011

In Re CTI Division 15, Inc.
   Bankr. N.D. Ga. Case No. 11-22034
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/ganb11-22034.pdf

In Re Georgia Roll-Off Containers, Inc.
   Bankr. N.D. Ga. Case No. 11-41650
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/ganb11-41650.pdf

In Re 2008 Galena, L.L.C
   Bankr. N.D. Ill. Case No. 11-82189
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/ilnb11-82189.pdf

In Re Thomas Newnam
   Bankr. D. Md. Case No. 11-20063
      Chapter 11 Petition filed May 13, 2011

In Re Burger Belle, Inc.
   Bankr. E.D. N.C. Case No. 11-03733
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/nceb11-03733.pdf

In Re Nora's Wine Bar And Osteria, L.L.C.
   Bankr. D. Nev. Case No. 11-17428
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/nvb11-17428.pdf

In Re Mac Conglomerate LLC
   Bankr. E.D.N.Y. Case No. 11-44032
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/nyeb11-44032.pdf

In Re Peter Schamel
   Bankr. E.D.N.Y. Case No. 11-73408
      Chapter 11 Petition filed May 13, 2011

In Re Dennis Zawacki
   Bankr. W.D. Pa. Case No. 11-23085
      Chapter 11 Petition filed May 13, 2011

In Re IT-Focus, Inc.
   Bankr. E.D. Texas Case No. 11-41545
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/txeb11-41545.pdf

In Re Layson's Restorations, Inc.
   Bankr. W.D. Wash. Case No. 11-43910
      Chapter 11 Petition filed May 13, 2011
         See http://bankrupt.com/misc/wawb11-43910.pdf

In Re Masterbuilt Companies, Inc.
   Bankr. E.D. Va. Case No. 11-13611
      Chapter 11 Petition filed May 14, 2011
         See http://bankrupt.com/misc/vaeb11-13611.pdf

In Re Alex Galaviz
   Bankr. C.D. Calif. Case No. 11-12279
      Chapter 11 Petition filed May 15, 2011

In Re Puna McElwain
   Bankr. C.D. Calif. Case No. 11-16921
      Chapter 11 Petition filed May 15, 2011

In Re SIMLV, Inc.
   Bankr. N.D. Calif. Case No. 11-31887
      Chapter 11 Petition filed May 15, 2011
         See http://bankrupt.com/misc/canb11-31887.pdf

In Re Arturo Gaytan
   Bankr. S.D. Calif. Case No. 11-08010
      Chapter 11 Petition filed May 15, 2011

In Re Randall Smith
   Bankr. N.D. Ill. Case No. 11-20607
      Chapter 11 Petition filed May 15, 2011

In Re Jack Scariano
   Bankr. E.D. Tenn. Case No. 11-32354
      Chapter 11 Petition filed May 15, 2011

In Re Amec Mid-City Animal Hospital, LLC
   Bankr. D. Ariz. Case No. 11-14081
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/azb11-14081.pdf

In Re Andrew Ariza
   Bankr. C.D. Calif. Case No. 11-31243
      Chapter 11 Petition filed May 16, 2011

In Re Bruce Lawson
   Bankr. C.D. Calif. Case No. 11-31240
      Chapter 11 Petition filed May 16, 2011

In Re C C G L, Inc.
   Bankr. C.D. Calif. Case No. 11-31212
      Chapter 11 Petition filed May 16, 2011
         See  http://bankrupt.com/misc/cacb11-31212.pdf

In Re Cecilia Gracian
   Bankr. C.D. Calif. Case No. 11-31067
      Chapter 11 Petition filed May 16, 2011

In Re Edward Perez
   Bankr. C.D. Calif. Case No. 11-26123
      Chapter 11 Petition filed May 16, 2011

In Re James Yates
   Bankr. C.D. Calif. Case No. 11-16953
      Chapter 11 Petition filed May 16, 2011

In Re Ali Kazemini
   Bankr. N.D. Calif. Case No. 11-11826
      Chapter 11 Petition filed May 16, 2011

In Re Elizabeth Jamerson
   Bankr. N.D. Calif. Case No. 11-31897
      Chapter 11 Petition filed May 16, 2011

In Re Baywest Health & Rehab, LLC
   Bankr. M.D. Fla. Case No. 11-09265
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/flmb11-09265.pdf

In Re Carl T. Watkins, Inc.
   Bankr. M.D. Fla. Case No. 11-09327
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/flmb11-09327.pdf

In Re Elite Body Concepts, Inc.
   Bankr. M.D. Fla. Case No. 11-09345
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/flmb11-09345.pdf

In Re AAA Bronze Statues & Antiques, Inc.
        dba Venetian Antiques & Interiors
   Bankr. N.D. Fla. Case No. 11-30848
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/flnb11-30848.pdf

In Re Village Park Center Investors LLC
   Bankr. S.D. Fla. Case No. 11-23369
      Chapter 11 Petition filed May 16, 2011
         filed pro se

In Re 194 Stedman Street, LLC
   Bankr. D. Mass. Case No. 11-42078
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/mab11-42078.pdf

In Re Damiana & Jim, LLC
        aka J. Crimi Eyewear Boutique
   Bankr. D. Nev. Case No. 11-17560
      Chapter 11 Petition filed May 16, 2011
         filed pro se

In Re Howard Wyrick
   Bankr. M.D. N.C. Case No. 11-50742
      Chapter 11 Petition filed May 16, 2011

In Re Shelby Development Partners, LLC
   Bankr. W.D. N.C. Case No. 11-10484
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/ncwb11-10484.pdf

In Re Vincent Sessa
   Bankr. D. N.J. Case No. 11-25151
      Chapter 11 Petition filed May 16, 2011

In Re Versa Fit Philadelphia, LLC
   Bankr. E.D. Pa. Case No. 11-13917
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/paeb11-13917.pdf

In Re Kitchen Equipment and Supply Depot, Inc.
   Bankr. D. S.C. Case No. 11-03188
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/scb11-03188.pdf

In Re Scott Lumley
   Bankr. M.D. Tenn. Case No. 11-04949
      Chapter 11 Petition filed May 16, 2011

In Re Bauhaus, LLC
   Bankr. N.D. Texas Case No. 11-50199
      Chapter 11 Petition filed May 16, 2011
         See http://bankrupt.com/misc/txnb11-50199.pdf

In Re Holly Global Investment Inc.
        dba Rainier Inn
   Bankr. W.D. Wash. Case No. 11-43954
      Chapter 11 Petition filed May 16, 2011
         filed pro se

In Re Inocencio Niadas
   Bankr. D. Ariz. Case No. 11-14217
      Chapter 11 Petition filed May 17, 2011

In Re Jill Gigliotti
   Bankr. D. Ariz. Case No. 11-14223
      Chapter 11 Petition filed May 17, 2011

In Re AgSeal, LLC
   Bankr. W.D. Ark. Case No. 11-72324
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/arwb11-72324.pdf

In Re Jaime Zuluaga
   Bankr. C.D. Calif. Case No. 11-17051
      Chapter 11 Petition filed May 17, 2011

In Re Panayiotis Katelaris
   Bankr. C.D. Calif. Case No. 11-26268
      Chapter 11 Petition filed May 17, 2011

In Re Sean Ridder
   Bankr. C.D. Calif. Case No. 11-26290
      Chapter 11 Petition filed May 17, 2011

In Re C and S Services Group, LLC
   Bankr. E.D. Calif. Case No. 11-32247
      Chapter 11 Petition filed May 17, 2011
         filed pro se

In Re Gregory Ramsey
   Bankr. E.D. Calif. Case No. 11-32321
      Chapter 11 Petition filed May 17, 2011

In Re Porfirio Martinez
   Bankr. S.D. Calif. Case No. 11-08165
      Chapter 11 Petition filed May 17, 2011

In Re Javier Montero
      Tammy Montero
   Bankr. D. Colo. Case No. 11-21691
      Chapter 11 Petition filed May 17, 2011

In Re Bio-Tech Environmental Services, Inc.
        dba Bio-Tech Termite & Pest Control, Inc.
   Bankr. M.D. Fla. Case No. 11-09418
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/flmb11-09418.pdf

In Re Reginald Martin
   Bankr. M.D. Fla. Case No. 11-09358
      Chapter 11 Petition filed May 17, 2011

In Re Cornerstone Baptist Church of Macon, Inc.
   Bankr. M.D. Ga. Case No. 11-51573
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/gamb11-51573.pdf

In Re James Crace
   Bankr. S.D. Ind. Case No. 11-06361
      Chapter 11 Petition filed May 17, 2011

In Re Debra Guastella
   Bankr. E.D. La. Case No. 11-11574
      Chapter 11 Petition filed May 17, 2011

In Re Larry Terrell
   Bankr. E.D. La. Case No. 11-11573
      Chapter 11 Petition filed May 17, 2011

In Re Jason Robino
   Bankr. W.D. La. Case No. 11-50726
      Chapter 11 Petition filed May 17, 2011

In Re Mehrnoosh Neyzari
   Bankr. D. Md. Case No. 11-20332
      Chapter 11 Petition filed May 17, 2011

In Re Victor Amaro
   Bankr. D. Mass. Case No. 11-14692
      Chapter 11 Petition filed May 17, 2011

In Re Midtown Corner Cafe, LLC
   Bankr. E.D. Mich. Case No. 11-54070
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/mieb11-54070.pdf

In Re Frank Panza
   Bankr. D. Nev. Case No. 11-17656
      Chapter 11 Petition filed May 17, 2011

In Re Olinda Templo
   Bankr. D. Nev. Case No. 11-17603
      Chapter 11 Petition filed May 17, 2011

In Re Mark Evans
   Bankr. E.D. N.C. Case No. 11-03848
      Chapter 11 Petition filed May 17, 2011

In Re The Darling House Pub & Grill, LLC
   Bankr. M.D. N.C. Case No. 11-80793
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/ncmb11-80793.pdf

In Re North Coast Drilling Services, Inc.
   Bankr. N.D. Ohio Case No. 11-14229
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/ohnb11-14229.pdf

In Re Cafe America, Inc.
        aka American Deli & Grill
        aka American Deli & Grill
        aka American Deli
        aka American Deli & Grill
        aka American Deli & Grill
        aka American Deli
        aka American Deli
        aka American Deli
   Bankr. D. Puerto Rico Case No. 11-04119
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/prb11-04119.pdf

In Re Speed Control Enterprise, Corp.
   Bankr. D. Puerto Rico Case No. 11-04102
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/prb11-04102.pdf

In Re Texas Billy Bob's Burgers, Inc.
        dba Billy Bob's Hamgers
   Bankr. W.D. Texas Case No. 11-51744
      Chapter 11 Petition filed May 17, 2011
        See http://bankrupt.com/misc/txwb11-51744.pdf

In Re Patricia Newman
   Bankr. E.D. Va. Case No. 11-72298
      Chapter 11 Petition filed May 17, 2011

In Re Lesti's Truck Accessories & Repair, LLC
        aka Lesti's Truck Accessories, LLC
Bankr. E.D. Wis. Case No. 11-27889
      Chapter 11 Petition filed May 17, 2011
         See http://bankrupt.com/misc/wieb11-27889.pdf

In Re Southern State Electric, LLC
   Bankr. M.D. Ala. Case No. 11-31244
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/almb11-31244.pdf

In Re The Warehouse Partnership, an Arkansas General Partnership
   Bankr. E.D. Ark. Case No. 11-13281
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/areb11-13281.pdf

In Re Jo Long
   Bankr. D. Ariz. Case No. 11-14393
      Chapter 11 Petition filed May 18, 2011

In Re Nazir Alam
   Bankr. C.D. Calif. Case No. 11-16180
      Chapter 11 Petition filed May 18, 2011

In Re Patricia Hermann
   Bankr. C.D. Calif. Case No. 11-16172
      Chapter 11 Petition filed May 18, 2011

In Re Vatche Boyadjian
   Bankr. C.D. Calif. Case No. 11-16139
      Chapter 11 Petition filed May 18, 2011

In Re Viano Wegener
   Bankr. C.D. Calif. Case No. 11-31617
      Chapter 11 Petition filed May 18, 2011

In Re Funxion, LLC
   Bankr. D. D.C. Case No. 11-00377
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/dcb11-00377.pdf

In Re Tegest Ketaw
   Bankr. D. D.C. Case No. 11-00380
      Chapter 11 Petition filed May 18, 2011

In Re Amaro & Associates Inc.
        dba Complyshield
        aka AAI
   Bankr. M.D. Fla. Case No. 11-03623
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/flmb11-03623.pdf

In Re Prime Energy Group, Inc.
   Bankr. N.D. Ga. Case No. 11-64905
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/ganb11-64905.pdf

In Re D. Moore
   Bankr. S.D. Ga. Case No. 11-41023
      Chapter 11 Petition filed May 18, 2011

In Re Eric Ford
   Bankr. N.D. Ind. Case No. 11-11959
      Chapter 11 Petition filed May 18, 2011

In Re Celebrity Real Estate Investment, Inc.
   Bankr. E.D. La. Case No. 11-11593
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/laeb11-11593.pdf

In Re Hanover Country Club, LLC
   Bankr. D. Mass. Case No. 11-14741
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/mab11-14741.pdf

In Re Linda Locke
   Bankr. D. Mass. Case No. 11-14712
      Chapter 11 Petition filed May 18, 2011

In Re Ogapos, LLC
        dba Lolita's Kitchen
   Bankr. D. Nev. Case No. 11-17746
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/nvb11-17746.pdf

In Re Konstantinos Miliaresis
   Bankr. D. N.J. Case No. 11-25501
      Chapter 11 Petition filed May 18, 2011

In Re Stamatios Miliaresis
   Bankr. D. N.J. Case No. 11-25510
      Chapter 11 Petition filed May 18, 2011

In Re Lorenzo Ramirez
   Bankr. D. N.M. Case No. 11-12284
      Chapter 11 Petition filed May 18, 2011

In Re 1409 Prospect Avenue Housing Development Fund Corporation
   Bankr. S.D.N.Y. Case No. 11-12355
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/nysb11-12355.pdf

In Re Scott Jaffe
   Bankr. S.D.N.Y. Case No. 11-12382
      Chapter 11 Petition filed May 18, 2011

In Re Alfred Covatto
   Bankr. W.D. Pa. Case No. 11-10849
      Chapter 11 Petition filed May 18, 2011

In Re Phillip Smith
   Bankr. M.D. Tenn. Case No. 11-05027
      Chapter 11 Petition filed May 18, 2011

In Re Dumont Trucking Incorporated
   Bankr. N.D. Texas Case No. 11-42886
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/txnb11-42886.pdf

In Re Sunset Pools & Construction LLC
   Bankr. E.D. Va. Case No. 11-13707
      Chapter 11 Petition filed May 18, 2011
         See http://bankrupt.com/misc/vaeb11-13707.pdf

In Re Sajjad Mahar
   Bankr. N.D. W.Va. Case No. 11-00938
      Chapter 11 Petition filed May 18, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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