TCR_Public/110527.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 27, 2011, Vol. 15, No. 145

                            Headlines

5325 SUMMER: Voluntary Chapter 11 Case Summary
5TH AVENUE: Lender OKs Cash Use and DIP Loans Until June 30
ACORN ELSTON: Court Approves Cadwalader Wickersham as Counsel
AMBAC FINANCIAL: Says Regulator's AAC Plan Disappointing
AMERISTAR CASINOS: S&P Gives 'BB-' CCR; Outlook Stable

AMRIT LAL: Files Schedules of Assets & Liabilities
AMRIT LAL: Section 341(a) Meeting Scheduled for June 17
ARKANOVA ENERGY: Posts $722,800 Net Loss in March 31 Quarter
BANNING LEWIS: Approved for June 28 Auctions for Plan
BARCLAY BUSINESS: Case Summary & 20 Largest Unsecured Creditors

BARNES BAY: Auction Today for Viceroy Anguilla Resort
BARNES BAY: Unit Buyers at Anguilla Resort May Use Local Court
BAUDELAIRE INC: Case Summary & 20 Largest Unsecured Creditors
BERKLINE/BENCHCRAFT: Wins Final Cash-Use Approval
BIOFUEL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

BIOPACK ENVIRONMENTAL: Incurs $472,600 First Quarter Net Loss
BOCA BRIDGE: Files Schedules of Assets & Liabilities
BORDERS GROUP: Wins OK for Replacement LOC With Travelers
BORDERS GROUP: Pershing Square Dumps 1.06MM Shares of Stock
BORDERS GROUP: $3.4-Mil. in Claims Change Hands in April

C&H ARIZONA-STUCKY: Plan Status Hearing Continued to June 22
CAIRO INVESTMENTS: Voluntary Chapter 11 Case Summary
CAPITAL INVESTORS: Case Summary & Largest Unsecured Creditor
CAPMARK FINANCIAL: US Bancorp, JPMorgan Seeks Disclosure Revision
CARIBE MEDIA: Secures Final Cash Use Authorization

CARL'S FURNITURE: Files for Chapter 11, Has $1-Mil. Financing
CARL'S FURNITURE: Case Summary & Creditors List
CASA DI PIZZA: Involuntary Chapter 11 Case Summary
CASH AND COMPANY: Case Summary & 18 Largest Unsecured Creditors
CATHOLIC CHURCH: Milw. Wins OK to Modify CBA for Cemetery Staff

CATHOLIC CHURCH: Milw. Has Deal for Confidentiality of Documents
CBD DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
CASA DI PIZZA: Involuntary Chapter 11 Case Summary
CENTRAL ENERGY: Reports $188,000 First Quarter Net Income
CENTRAL TEXAS: S&P Gives 'BB+' Long-term Rating to $80MM Bonds

CHEMTURA CORP: Moody's Assigns Definitive Ratings; Outlook Stable
CHRISTIAN LIFE: Case Summary & Largest Unsecured Creditor
COLONIAL BANCGROUP: Says Plan Now Fixed for Confirmation
CONSTELLATION BRANDS: S&P Raises CCR to 'BB+' on Debt Reduction
CONSTITUTION HOLDING: Case Summary & Creditors List

CONTINENTAL CARWASH: Voluntary Chapter 11 Case Summary
CONTINENTAL COMMON: Wants Lease Assumption to Effect with Plan
CORUS BANKSHARES: Files Amended Chapter 11 Plan
COUNTRYVIEW MHC: Has Okay to Use BofA Cash Collateral Until May 31
CREDIT ONE: Posts $78,800 First Quarter Net Loss

DANA CORP: 6th Circ. Revives Fraud Action vs. Former Executives
DHC REALTY: Case Summary & 20 Largest Unsecured Creditors
D.J. CHRISTIE: Case Summary & 3 Largest Unsecured Creditors
DLGC II: Files Schedules of Assets & Liabilities
DNA, LLC: Case Summary & Largest Unsecured Creditor

DOCUTEK IMAGING: Case Summary & 20 Largest Unsecured Creditors
DRYSHIPS INC: Announces Increased Backlog for Ocean Rig UDW Inc.
DUQUESNE LIGHT: Moody's Assigns Ba1 Rating to Sr. Unsec. Notes
EL PASO: Fitch Affirms Issuer Default Rating at 'BB+'
EVANS OIL: Wants to Assume or Reject Property Leases Until July 29

FALCON MOTOR: Case Summary & 18 Largest Unsecured Creditors
FILENE'S BASEMENT: Syms Corp. Explores Options, Including Sale
FIRST NATIONAL: Court Authorizes Cash Collateral Use Until May 31
FOUR LIONS: Court Drops Case; Lender Plea for Conversion Denied
FRAZER/EXTON: Case Summary & 12 Largest Unsecured Creditors

FREESCALE SEMICONDUCTOR: Debt Burden Negatively Impacts IPO
GABLES SQUARE: Case Summary & 4 Largest Unsecured Creditors
GEOS COMMUNICATIONS: Incurs $2.49-Mil. First Quarter Net Loss
GINDANNA CORP: Voluntary Chapter 11 Case Summary
GLOBAL CROSSING: Moody's Concludes Review; Confirms All Ratings

GRAPEVINE INDUSTRIAL: Moody's Cuts Sr. Sec. Debt Rating to 'Ba2'
GRAYMARK HEALTHCARE: Posts $1.9 Million Net Loss in Q1 2011
GREAT ATLANTIC: Wants Lease Decision Period Beyond July 10
H & R GRENVILLE: Case Summary & Creditors Lists
HAMILTON CROSSING: Case Summary & 20 Largest Unsecured Creditors

HARRY & DAVID: Court OKs Lowenstein as Committee Counsel
HCA INC: Moody's Upgrades CFR to B1; Outlook to Stable
HEARUSA INC: CRO Hiring Approved on Interim Basis
HEARUSA INC: Has Interim OK to Hire Berger Singerman as Counsel
HEARUSA INC: Taps Trustee Services Inc. as Claims Agent

HENRY COUNTY BANCSHARES: Incurs $870,000 1st Quarter Net Loss
HFR INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
HIGHVIEW POINT: Consenting to Dismissal of Chapter 11
HSRE-CDS I: Hires DLA Piper as Bankruptcy Counsel
IA GLOBAL: Amends Credit Transaction with Ascendiant Capital

INTERNATIONAL GARDEN: Inks Deal With Panel to Resolve Disputes
J & Y FAMILY: Case Summary & 10 Largest Unsecured Creditors
JEFONICO HOLDINGS: Case Summary & Largest Unsecured Creditor
KORE ENTERTAINMENT: Voluntary Chapter 11 Case Summary
KURRANT MOBILE: Board OKs Designation of 1MM Series A Pref. Stock

LACK'S STORES: Has Until Aug. 15 to Propose Chapter 11 Plan
LACK'S STORES: Has Until Sept. 12 to Decide on Intercompany Leases
LAX ROYAL: Wants Lease Decision Period Extended Beyond May 19
LEGENDS GAMING: Moody's Lowers Corporate Family Rating to 'Caa2'
LEVEL 3: S&P Rates Unit's Senior Unsecured Notes at 'CCC

LEVELLAND/HOCKLEY: Taps 9-Members Creditors' Panel
LIMADI CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
LITTLE ROCK: Case Summary & 20 Largest Unsecured Creditors
LKQ CORP: S&P Raises CCR to 'BB+; Outlook Stable
LONGVIEW POWER: S&P Gives 'B+' Rating to $590MM Term Loan

LTAP US: Bankruptcy Dismissed, New Filing Prohibited
MAIN STREET: Voluntary Chapter 11 Case Summary
MANUKA LLC: Voluntary Chapter 11 Case Summary
MARKETING WORLDWIDE: Posts $1.1 Million Net Loss in March 31 Qtr.
MERCANTILE BANCORP: Reports $954,000 Net Income in Q1 2011

MESA AIR: Signs Post-Effective Date Settlement With Bexar County
MESA AIR: Reaches Deal With Travis County on Tax Claims
MESA AIR: Pachulski Seeks $7.1-Million in Fees
MID-COUNTY MATERIALS: Voluntary Chapter 11 Case Summary
MILACRON HOLDINGS: S&P Gives 'B' CCR; Outlook Stable

NATIONAL CENTURY: VI/XII Trust Files First Quarter Report
NATIONAL CENTURY: UAT Trust Files First Quarter Report
NCH SCHERERVILLE: Case Summary & 4 Largest Unsecured Creditors
NEC HOLDINGS: Ace American Wants Arbitration on Cash Collateral
NEPHROS INC: Posts $707,000 Net Loss in March 31 Quarter

NET ELEMENT: Incurs $20.3-Mil. Net Loss in March 31 Quarter
NEW GENERATION BIOFUELS: Posts $2.3 Million Net Loss in Q1 2011
NEXAIRA WIRELESS: Inks $300,000 Bridge Loan Pact with Centurion
NICHOLAS HOMES: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Gets Court Nod to Enter into tw telecom Pact

NORTEL NETWORKS: Gets Court Nod to Sell Texas Campus for $43MM
NORTEL NETWORKS: Proposes Allocation Protocol for $3.7BB Proceeds
NORTEL NETWORKS: Completes $43 Mil. Sale With Pillar Commercial
NORTH AMERICAN: Obtains Court Approval of Bank Lenders Settlement
NORTH MIA: Case Summary & 8 Largest Unsecured Creditors

ONE RENAISSANCE: U.S. Trustee Unable to Form Committee
PAC BEACON: Fitch Downgrades Class III Revenue Bonds to 'BB'
PARK SAHARA: Case Summary & 6 Largest Unsecured Creditors
PAYMENT DATA: Incurs $144,000 Net Loss in First Quarter
PJ FINANCE: Wants Cash Use; Lender Wants Dismissal

POSITRON CORP: Incurs $735,000 Net Loss in First Quarter
POWER EFFICIENCY: Incurs $302,312 Net Loss in March 31 Quarter
PRIMEDIA INC: S&P Revises Watch Implications on 'B' CCR to Neg.
PROVISION HOLDING: Enters Into Location Agreement with Rite Aid
PROVISION HOLDING: Delays Filing of Quarterly Report on Form 10-Q

RADIANT OIL: Delays Filing of First Quarter Form 10-Q
REALMEX RESTAURANTS: Anthony DiLucente Resigns from Board
RG COLLING: Case Summary & 3 Largest Unsecured Creditors
RIVER HAWK: Case Summary & 20 Largest Unsecured Creditors
RUBBER WHOLESALERS: Case Summary & 20 Largest Unsecured Creditors

SANTA CLARITA: Case Summary & 6 Largest Unsecured Creditors
SCI REAL ESTATE: U.S. Trustee Forms Creditors Committee
SEAHAWK DRILLING: Proposed Disclosure Statement Not Yet Approved
SECURESOLUTIONS, LLC: Case Summary & Creditors List
SHAHR, LLC: Voluntary Chapter 11 Case Summary

SIGG SWITZERLAND: Case Summary & 20 Largest Unsecured Creditors
SKINNY NUTRITIONAL: Incurs $869,000 First Quarter Net Loss
SOLO CUP: Moody's Revises Outlook to Stable, Affirms B3 CFR
SPECIALTY TRUST: Wants to Accept Deeds in Lieu of Foreclosure
SPECIALTY PRODUCTS: Plan Filing Period Extended Sept. 30

SPECTO PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
STAR READY: Case Summary & 20 Largest Unsecured Creditors
STATION CASINOS: May Transfer Aliante Casino to Lenders
STONE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
SURGICAL CARE: Moody's Assigns 'Ba3' Rating to  New Term Loan

SURGICAL CARE: S&P Assigns 'B' Issue-Level Rating
SW BOSTON HOTEL: Sells for $89.5 Million, No Auction
TAIPAN PROPERTY: Voluntary Chapter 11 Case Summary
TAWK DEVELOPMENT: Has Until May 31 to Propose Reorganization Plan
TEAM NATION: Incurs $122,800 First Quarter Net Loss

TECH ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
TONGJI HEALTHCARE: Reports $61,300 First Quarter Net Income
TOUSA INC: Scores Almost Complete Insurance Policy Victory
TRANSAX INTERNATIONAL: Incurs $177,902 Net Loss in 1st Quarter
TREY RESOURCES: Reports $465,653 Net Income in First Quarter

TRIBUNE CO: D&Os Still Oppose Competing Plans
TRIBUNE CO: Labor Dept. Opposes Debtor's Plan
TRIBUNE CO: Addresses Plan Confirmation Objections
TRIBUNE CO: Noteholders Address Plan Confirmation Objections
TUBO DE PASTEJE: Creditors May File Chapter 11 Plan After June 8

ULTIMATE ESCAPES: Has Until July 18 to Propose Chapter 11 Plan
UNILAVA CORPORATION: Incurs $425,800 First Quarter
UNIVERSAL BIONERGY: Authorized Common Shares Hiked to 1 Billion
UNIVERSITY PLACE: Case Summary & 6 Largest Unsecured Creditors
UPSTREAM WORLDWIDE: Incurs $1.70 Million First Quarter Net Loss

WASHINGTON LOOP: Section 341(a) Meeting Rescheduled for June 23
WESTERN HOST: Case Summary & 18 Largest Unsecured Creditors
WHITELAND VILLAGE: Case Summary & 6 Largest Unsecured Creditors
WIKILOAN, INC: Authorized Common Shares Hiked to 750 Million
XANDER ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors

ZAIS INVESTMENT: Section 341(a) Meeting Scheduled for June 2
ZAIS INVESTMENT: Taps Wollmuth Maher as General Bankruptcy Counsel

* Banks Face $17 Billion in Suits Over Foreclosures

* BOOK REVIEW: Performance Evaluation of Hedge Funds


                            *********


5325 SUMMER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 5325 Summer Ave. Properties, LLC
        6211 Shelby Oaks, Suite 103
        Memphis, TN 38134

Bankruptcy Case No.: 11-25219

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: P. Preston Wilson, Esq.
                  GOTTEN, WILSON, SAVORY & BEARD PLLC
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Fax: (901) 523-1139
                  E-mail: ppwgwsb@bellsouth.net

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

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

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

The petition was signed by D. Curtis Wegener, managing member.


5TH AVENUE: Lender OKs Cash Use and DIP Loans Until June 30
-----------------------------------------------------------
5th Avenue Partners LLC, asks the U.S. Bankruptcy Court for the
Central District of California to approve a stipulation modifying
terms and conditions of (i) the Debtor's use of cash collateral;
and (ii) debtor-in-possession financing, between the Debtor and
WestLB AG, New York Branch.

The material terms of the stipulation are:

   1. The Debtor is authorized to use the cash collateral of
      WestLB until June 30, 2011.

   2. The maturity date of the DIP financing is extended until
      June 30.

   3. The carve out is modified to increase the carve out granted
      by WestLB in favor of Winthrop Couchot Professional
      Corporation for all attorneys' fees and expenses from
      $250,000 to $500,000.  All other carve-out amounts will
      remain the same.

   4. Winthrop and counsel for the Official Committee of Unsecured
      Creditors will file monthly fee statements.

The Debtor relates that the approval of the stipulation is
imperative to avoid default under the DIP Facility.

                        About 5th Avenue

Newport Beach, California-based 5th Avenue Partners, LLC, filed
for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667)
on June 25, 2010.  Marc J. Winthrop, Esq., at Winthrop Couchot PC,
in Newport Beach, California, assists the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in total assets and $50 million to $100 million in
total debts as of the Petition Date.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed nine
members to the Official Committee of Unsecured Creditors in 5th
Avenue Partners' Chapter 11 case.  The Committee tapped Baker &
McKenzie LLP as counsel, nunc pro tunc to July 23, 2010.


ACORN ELSTON: Court Approves Cadwalader Wickersham as Counsel
-------------------------------------------------------------
Acorn Elston LLC sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Cadwalader, Wickersham & Taft LLP as counsel nunc pro tunc to
April 19, 2011.

Cadwalader has agreed to, among other things:

     (a) advise the Debtor of its rights, powers, and duties as
         a debtor and debtor in possession;

     (b) prepare on behalf of the Debtor all necessary and
         appropriate applications, motions, draft orders, other
         pleadings, notices, schedules, and other documents,
         and review all financial and other reports to be filed
         in the Debtor's chapter 11 case;

     (c) advise the Debtor concerning, and prepare responses to,
         applications, motions, other pleadings, notices, and
         other papers that may be filed and served in the
         Debtor's chapter 11 case; and

     (d) advise the Debtor concerning actions that it might take
         to collect and recover property for the benefit of its
         estate.

The Debtors will pay Cadwalader based on its customary hourly
rates and will reimburse the firm actual, necessary expenses and
other charges incurred.

The hourly rates of Cadwalader personnel are:

     Partners                   $675 - $995
     Counsels                   $695 - $995
     Associates                 $360 - $690
     Legal Assistants           $175 - $275

John J. Rapisardi, a partner Cadwalader, Wickersham & Taft LLP,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                        About Acorn Elston

Acorn Elston, LLC, owns the real property, together with the
improvements situated thereon, known as Elston Plaza Shopping
Center, a grocery-anchored retail shopping center in Chicago,
Illinois.  On May 15, 2009, a court appointed C. Michelle Panovich
as receiver with respect to lender Road Bay Investments, LLC's
collateral.

Acorn Elston filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 10-14807) on Sept. 11, 2010.  The Debtor disclosed
$21.92 million in assets and $16.49 million in liabilities as of
the Chapter 11 filing.

The Debtor tapped Kasowitz Benson Torres & Friedman as counsel for
its Chapter 11 case.  The firm later withdrew as counsel, and the
withdrawal was authorized by the U.S. Bankruptcy Court for the
Southern District of New York in an order dated April 8, 2011.


AMBAC FINANCIAL: Says Regulator's AAC Plan Disappointing
--------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Ambac Financial
Group Inc. on Wednesday voiced disappointment in New York
bankruptcy court with a recent offer from the Wisconsin regulator
overseeing its bankrupt bond insurance business but said the
dispute won't change plans to file a reorganization plan in June.

In a hearing, Ambac attorney Peter Ivanick of Dewey & LeBoeuf LLP
said the Wisconsin's Office of the Commissioner of Insurance's
latest outline of a proposed agreement that would resolve disputes
between Ambac and the OCI-administered Ambac Assurance Corp. was
disappointing, Law360 says.

                   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.


AMERISTAR CASINOS: S&P Gives 'BB-' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based
Ameristar Casinos Inc.'s $1.4 billion senior secured credit
facility our 'BB+' issue-level rating (two notches higher than
S&P's 'BB-' corporate credit rating on the company). "We also
assigned this debt a recovery rating of '1', indicating our
expectation of very high (90%-100%) recovery for lenders in the
event of a default. The new credit facility comprises a $500
million revolving credit facility due 2016, a $200 million term
loan A due 2016, and a $700 million term loan B due 2018," S&P
said.

"We also assigned the company's 7.50% senior notes due 2021 our
issue-level rating of 'B+' (one notch lower than our 'BB-'
corporate credit rating). We assigned this debt a recovery rating
of '5', indicating our expectation of modest (10% to 30%) recovery
for noteholders in the event of a default. Our ratings assignment
follows the closing of the company's new credit facility and our
review of final documentation," S&P stated.

The company used the proceeds from the new credit facility and
notes issuance to fund $457.6 million in share repurchases from
the Estate of Craig H. Nielsen, to repay its previous credit
facility, and to finance a cash tender offer for its outstanding
$650 million 9.25% senior notes due 2014 (approximately $649.5
million was tendered).

The corporate credit rating on Ameristar remains unchanged at 'BB-
'. The rating outlook is stable.

"The 'BB-' rating reflects Ameristar's high levels of competition
in many of its markets, generally weak operating conditions in the
U.S. gaming industry due to the pullback in consumer spending, and
high debt leverage," said Standard & Poor's credit analyst Melissa
Long. The company's relatively diversified portfolio of gaming
operations, leading market share in several of its markets, and
S&P's expectation of relatively stable cash flow generation
over the intermediate term temper these weaknesses.


AMRIT LAL: Files Schedules of Assets & Liabilities
--------------------------------------------------
Amrit Lal and Jai Pal, as general partners, filed with U.S.
Bankruptcy Court for Eastern District of Virginia, its schedules
of assets and liabilities, disclosing:

  Name of Schedule             Assets             Liabilities
  ----------------             -------            -----------
A. Real Property              $300,000
B. Personal Property                $0
C. Property Claimed as
   Exempt
D. Creditors Holding                              $973,592
   Secured Claims
E. Creditors Holding                                    $0
   Unsecured Priority
   Claims
F. Creditors Holding                               $14,000
   Unsecured Non-priority
   Claims
                            -----------        -----------
              TOTAL            $300,000           $987,592

On Nov. 29, 2010, Amrit Lal filed an involuntary Chapter 11
petition (Bankr. E.D. Va. Case No. 10-19964) against Amrit Lal and
Jai Pal, as general partners.  John P. Forest, II, Esq., in
Fairfax, Virginia, represents the Petitioners.


AMRIT LAL: Section 341(a) Meeting Scheduled for June 17
-------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Amrit Lal
and Jai Pal's creditors on June 17, 2011, at 11:00 a.m., at 115
South Union Street, Suite 208, Alexandria, in Virginia.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.

This Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

On Nov. 29, 2010, Amrit Lal filed an involuntary Chapter 11
petition (Bankr. E.D. Va. Case No. 10-19964) against Amrit Lal and
Jai Pal, as general partners.  John P. Forest, II, Esq., in
Fairfax, Virginia, represents the Petitioners.


ARKANOVA ENERGY: Posts $722,800 Net Loss in March 31 Quarter
------------------------------------------------------------
Arkanova Energy Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $722,845 on $377,151 of revenue
for the three months ended March 31, 2011, compared with a net
loss of $646,825 on $269,076 of revenue for the same period of the
previous fiscal year.

The Company's balance sheet at March 31, 2011, showed $2.0 million
in total assets, $13.5 million in total liabilities, and a
stockholders' deficit of $11.5 million.

As reported in the Troubled Company Reporter on Jan. 17, 2011,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
Arkanova Energy's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has incurred losses since inception.

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

                       http://is.gd/4R25xm

                      About Arkanova Energy

The Woodlands, Tex.-based Arkanova Energy Corporation is currently
participating in oil and gas exploration activities in Arkansas,
Colorado and Montana.  All of Arkanova's oil and gas properties
are located in the United States.


BANNING LEWIS: Approved for June 28 Auctions for Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch received approval from the
bankruptcy judge on May 23 to sell the project in two auctions,
both on June 28. Preliminary bids are due June 23.  The hearing
for approval of the sales is set for June 29.  The company filed a
Chapter 11 plan this month to encompass the auction sales that
will determine who will sponsor a reorganization.

Mr. Rochelle relates that the parent company's assets presumably
will be purchased in return for forgiveness of financing for the
Chapter 11 case and assumption of a modified term loan with
KeyBank NA.  The intended purchasers are Greenfield BLR Finance
Partners LP and DBL Investors LLC.  The bankruptcy judge required
filing a definitive purchase agreement by May 27.

                         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.


BARCLAY BUSINESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barclay Business, LLC
        dba The Barclay
        2104 Shadowbrook Drive
        Wall, NJ 07719

Bankruptcy Case No.: 11-25957

Chapter 11 Petition Date: May 23, 2011

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

Judge: Michael B. Kaplan

Debtor's Counsel: Allen I. Gorski, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: agorski@teichgroh.com

Scheduled Assets: $309,500

Scheduled Debts: $5,780,548

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-25957.pdf

The petition was signed by Stephen Vita, managing member.


BARNES BAY: Auction Today for Viceroy Anguilla Resort
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Barnes Bay Development Ltd., et al., to auction off the Viceroy
Anguilla Resort & Residences on the island of Anguilla.

The Debtors scheduled an auction on July 27, 2011, beginning at
10:00 a.m. (prevailing Eastern Time), at the offices of Keithley
Lakes & Associates, The Law Building, P.O. Box 14, The Valley,
Anguilla, B.W.I.

According to the court order, the debtor-in-possession lender is
also permitted to credit bid.  An affiliate of Starwood Capital
Group LLC, the secured lender owed $370 million prepetition, has
provided the Debtor $5 million of DIP financing.

The Official Committee of Unsecured Creditors has opposed the
proposed sale process, saying that the open public auction is
designed to deliver the resort to Starwood, free and clear of
claims from those who put up more than $50 million in deposits to
buy luxury residences that weren't ready in time.  Creditors also
sought changes in the bid rules that allow them to challenge
Starwood's right to credit bid, or bid with debt instead of cash.

The hearing on the approval of the sale will take place in
connection with the hearing on the confirmation of the Debtors'
confirmation of their proposed plan of reorganization at a date to
be determined.

                         About Barnes Bay

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

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

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

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


BARNES BAY: Unit Buyers at Anguilla Resort May Use Local Court
--------------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg news, reports
that the bankruptcy reorganization of the Viceroy Anguilla
Resort and Residences on the island of Anguilla in the British
West Indies is an example of the difficulties that arise when a
U.S. court is selling property in another country.

Last week, Mr. Rochelle says that the U.S. Bankruptcy Court in
Delaware authorized can auction for the project to be held in
Anguilla on July 27.  Four purchasers of units at the resort
objected, saying the U.S. court has no right to override prior
rulings by a court in Anguilla.  A buyer named RJR Viceroy Ltd.
explained how it was the beneficiary of a consent order from the
High Court of Anguilla prohibiting the sale of a specific unit
until the prospective buyer was repaid its $2 million deposit,
according to Mr. Rochelle.

Mr. Rochelle says that to solve the problem for the interim, U.S.
Bankruptcy Judge Peter J. Walsh signed an order on May 24 allowing
four unit purchasers "to pursue whatever rights they believe they
have in their respective units in the Anguillan court."

Mr. Rochelle discloses that down the road, it will be interesting
to observe how the buyer at the auction deals with the question of
whether it's really buying the four units, and if so, with what
strings attached.

                         About Barnes Bay

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

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

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

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


BAUDELAIRE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Baudelaire, Inc.
        P.O. Box 10116
        Swanzey, NH 03446

Bankruptcy Case No.: 11-12003

Chapter 11 Petition Date: May 19, 2011

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Jennifer Rood, Esq.
                  BERNSTEIN SHUR
                  670 N. Commercial St., Ste 108
                  P.O. Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  E-mail: jrood@bernsteinshur.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nhb11-12003.pdf

The petition was signed by Joe M. Marks, president.


BERKLINE/BENCHCRAFT: Wins Final Cash-Use Approval
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Berkline/BenchCraft Holdings LLC was given final
approval yesterday to use cash representing collateral for the
secured lenders.  The creditors' committee was given a budget of
$50,000 to investigate the validity of secured claims.  The
lenders won the right, should there be a sale, to pay for the
assets using secured debt rather than cash.  Liquidator Hilco
Merchant Resources LLC was already given authority to sell the
inventory.

                    About Berkline/Benchcraft

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

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

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

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

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


BIOFUEL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Biofuel Industries Group, LLC
          aka Nextheat
              Nextdiesel Biodiesel
              Nextdiesel
              Adrian Biofuels
              Michigan Biofuel Industries Group
              International Biofuel Industries Group
              National Biofuel Industries Group
              Biofuel Industries Group of Michigan
              National Biodiesel Industries Group
              Biodiesel Industries Group of Michigan
              Michigan Biodiesel Industries Group
              International Biodiesel Industries Group
        3600 Northwestern Highway, Suite 400
        Farmington Hills, MI 48334

Bankruptcy Case No.: 11-54601

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Christopher A. Grosman, Esq.
                  CARSON FISCHER, P.L.C.
                  4111 Andover West, Second Floor
                  Bloomfield Hills, MI 48302-1924
                  Tel: (248) 644-4840
                  E-mail: BRCY@CarsonFischer.com

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

Estimated Debts: $10,000,001 to $50,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mieb11-54601.pdf

The petition was signed by Terry J. Nosan, authorized manager.


BIOPACK ENVIRONMENTAL: Incurs $472,600 First Quarter Net Loss
-------------------------------------------------------------
Biopack Environmental Solutions Inc. filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss $472,596 on $3,594 of revenue for the
three months ended March 31, 2011, compared with net profit of
$28,966 on $68,639 of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $959,834 in
total assets, $3.45 million in total liabilities and a
$2.49 million total stockholders' deficit.

                           Going Concern

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

In the Form 10-Q, the Company noted that it had a loss for the
three month period ended March 31, 2011, of $472,596 and, on March
31, 2011, it had an accumulated deficit of $7,749,519 and a
working capital deficit of $2,287,474.  These conditions raise
substantial doubt as to the Company's ability to continue as a
going concern, according to the quarterly report.

The Company said that its future is dependent upon its attaining
profitable operations and raising the capital it will require in
order to achieve profitable operations through the issuance of
equity securities, borrowings or a combination thereof.

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

                        http://is.gd/up3Q9Q

                     About Biopack Environmental

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

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

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


BOCA BRIDGE: Files Schedules of Assets & Liabilities
----------------------------------------------------
Boca Bridge LLC filed with the U.S. Bankruptcy Court for the
Southern District of Florida, its schedules of assets and
liabilities, disclosing:

  Name of Schedule            Assets             Liabilities
  ----------------            ------             -----------
A. Real Property            $9,544,279
B. Personal Property           742,057
C. Property Claimed as
   Exempt
D. Creditors Holding                            $8,303,919
   Secured Claims
E. Creditors Holding                               $28,003
   Unsecured Priority
   Claims
F. Creditors Holding                            $3,518,137
   Unsecured Non-priority
   Claims
                            -----------        -----------
              TOTAL         $10,286,336        $11,850,060

In August 2010, 10 creditors owed $69,400 filed an involuntary
Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-34538) against
Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel.  In
November, the bankruptcy judge entered ruling placing the Boca
Bridge LLC into Chapter 11.


BORDERS GROUP: Wins OK for Replacement LOC With Travelers
---------------------------------------------------------
Borders Group and The Travelers Indemnity Company and its
affiliates received approval from the bankruptcy court of a
stipulation, which provides for a replacement of a letter of
credit issued Sept. 19, 2002.

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

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

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

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

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

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

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

The Parties specifically stipulate that:

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

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

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

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

                        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: Pershing Square Dumps 1.06MM Shares of Stock
-----------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that William Ackman's Pershing Square Capital Management,
which had economic exposure to more than 40% of Borders Group
Inc.'s stock, said in regulatory filings that it has shed about
1.06 million of the 40.9 million Borders shares and warrants in
which it has an interest.

DBR says the shares represent barely more than 1% of Borders's
outstanding shares and warrants and are in the form of total-
return swaps, arrangements whereby an investor gets all the
economic benefit above a certain share price at a certain future
date, or owes any shortfall below that price, plus interest, to
the counterparty.  According to DBR, filings show that for the
1.06 million shares, Pershing Square's counterparty was Citigroup
Inc.

DBR relates a person familiar with the structure of these
transactions said Pershing Square settled its balance on the
swaps on a daily basis.  The two sides originally agreed in
January 2008 for Pershing Square to pay any negative performance
under $9.99, a price Borders shares haven't hit since February
2008.

Citigroup declined to comment.

According to DBR, Pershing's roughly $10 million loss is on top
of swap agreements on more than 3 million other shares that
Pershing still has outstanding with other parties, including UBS
AG and BNP Paribas SA.  Pershing is more than $170 million
underwater on its 10.6 million common shares of Borders, on which
it paid an average price of about $16.50.

Borders shares, which are most likely to be wiped out if and when
the company emerges from bankruptcy, traded at about 21 cents on
the over-the-counter Pink Sheets in the third week of May 2011.

According to DBR, factoring in the other, still-unexpired swap
agreements as well as warrants that will probably be worth
nothing, Pershing Square's total loss in Borders will likely be
around $200 million, although the firm has already realized most
of those losses.

DBR relates Pershing Square declined to comment on its
counterparties or whether it was forced to cancel the
transaction.

                          Form 4 Filing

In a May 18, 2011, Form 4 filing with the U.S. Securities and
Exchange Commission, Pershing Square Capital Management, L.P.,
10% owner of Borders Group, Inc., disclosed that it disposed of
three cash-settled total return swaps:

  * The First Swap was for 438,723 shares of Borders common
    stock for the account of Pershing Square, L.P. (PSI).

  * The Second Swap was for 619,419 shares of Borders common
    stock for the account of Pershing Square International,
    Ltd. (PSIL).

  * The Third Swap was for 6,021 shares of Borders common
    stock for the account of Pershing Square II, L.P. (PSII).

The Swaps were entered into by Pershing Capital Square, for the
accounts of certain Pershing entities, with a broker-deal
counterparty.  They were entered on January 17, 2008 with an
initial expiration date of August 5, 2009, subsequently extended
to July 29, 2011.  Under the terms of the swap (i) each Pershing
entity was obligated to pay to the counterparty any negative
price performance under $9.99 for each of the notional BGP common
shares subject to the swap, plus interest, and (ii) the
counterparty was obligated to pay to the respective Pershing
entity any positive price performance over $9.99 for each of the
Swap Reference Shares, plus any dividends paid during the life of
the swap.

The Swaps were unwound on May 17, 2011.

The disposal of the Swaps resulted to Pershing Square having
beneficial ownership of eight cash-settled total return swaps.

In addition to Pershing Square Capital, the Form 4 is also being
filed jointly by Pershing Square GP, LLC, PS Management GP, LLC
and William A. Ackman, each of whom has the same business address
as PS Capital.  PSI, PSII, and PSIL are investment funds for
which PS Capital acts as investment advisor or management company
and therefore, PS Capital may be deemed to be the beneficial
owner of the derivative securities reported.  PS Management is
the general partner of PS Capital and therefore may be deemed to
be the beneficial owner of the derivative securities reported.

PSGP is the general partner of PSI and PSII and thus, may be
deemed the beneficial owner of the derivative securities held for
the accounts of PSI and PSII.  William A. Ackman is the managing
member of PS Management and thus, may be deemed the beneficial
owner of the derivative securities reported.  Each of PS Capital,
PS Management, PSGP, and Mr. Ackman disclaims beneficial
ownership of the derivative securities reported, except to the
extent of its or his pecuniary interest, if any.

                        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: $3.4-Mil. in Claims Change Hands in April
--------------------------------------------------------
The Clerk of Court recorded transfers of 33 claims, totaling
$3,436,591, in the cases of Borders Group Inc. and its debtor
affiliates for the month of April 2011:

Transferor             Transferee         Claim No.  Claim  Amt.
----------             ----------         ---------  -----------
Capitol Records dba    ASM Capital, L.P.        3     $2,003,569
EMI Music North America

Capital Contractors    ASM Capital, L.P.        -        458,908
Inc.

Barbour Publishing     ASM Capital, L.P.        -        377,699
Inc.

Naxos of America       ASM Capital III, LP      -        311,013

Ink Media Corporation  ASM Capital III, LP      -         56,047

Koss Corporation       ASM Capital III, LP      -         46,998

Koss Corporation       ASM Capital, L.P.        -         46,998

Patch Products Inc.    ASM Capital III, LP      -         22,000

Hunter Publishing,     Sierra Liquidity         -         15,146
Inc.                   Fund, LLC

Hunter Publishing,     Sierra Liquidity         -         15,146
Inc.                   Fund, LLC

Die Cuts With A View   Sierra Liquidity         -         14,554
                      Fund, LLC

JR Trading Company     Sierra Liquidity         -         13,617
                      Fund, LLC

Heyday Books           Sierra Liquidity         -          8,434
                      Fund, LLC

Del Mar Distributors   ASM Capital III,         -          6,832
                      L.P

Ace Academics Inc.     ASM Capital, L.P.        -          4,837

Above The Treeline LLC ASM Capital, L.P.        -          4,166

American Technical     ASM Capital, L.P.        -          3,951
Publishers

Great Lakes Press      ASM Capital III, LP      -          3,872

The Distributors       ASM Capital, L.P.        -          3,144

The Distributors       ASM Capital, L.P.        -          3,143

Image Publishing LTD   Sierra Liquidity         -          3,094
                      Fund, LLC

Sheridan House Inc.    ASM Capital, L.P.        -          2,536

Rebcor, Inc.           Sierra Liquidity         -          1,874
                      Fund, LLC

Sensible Edibles       Sierra Liquidity         -          1,503
                      Fund, LLC

Sensible Edibles       Sierra Liquidity         -          1,503
                      Fund, LLC

Precision Food         Sierra Liquidity         -          1,348
Services, Inc.         Fund, LLC

What's Happening       Sierra Liquidity         -            932
Calendars              Fund, LLC


Country Foods, Inc.    Sierra Liquidity         -            899
                      Fund, LLC

Scope Enterprises      Sierra Liquidity         -            924
                      Fund, LLC

Alsco, Inc.            Sierra Liquidity         -            143
                      Fund, LLC

Kaeden Corporation     Sierra Liquidity         -            173
                      Fund, LLC

McFarland & Company,   Sierra Liquidity         -            889
Inc.                   Fund, LLC

Scenic Florida         Sierra Liquidity         -            663
Distributors           Fund, LLC

An April 13, 2011 notice of Die Cuts With a View's transfer of
claim for $14,554 to Sierra Liquidity was withdrawn.  Sierra
subsequently filed a notice of Die Cuts' transfer of the $14,554
claim to Sierra Liquidity on April 19, 2011.

                        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)


C&H ARIZONA-STUCKY: Plan Status Hearing Continued to June 22
------------------------------------------------------------
At the confirmation hearing for C&H Arizona-Stucky, LLC's proposed
Chapter 11 plan on May 12, 2011, Edwin B. Stanley, Esq., attorney
for the Debtor, requested for a further continuance of the hearing
on the motion for relief from stay filed by MSDW 2000 Life 1
Stucky Store set May 12, 2011 to June 22, 2011.

At the Debtor's behest, Judge Randolph J. Haines of the U.S.
Bankruptcy Court for the District of Arizona ordered that the
continuance of the trial to June 22, 2011 at 10:00 a.m.

Judge Haines further continued the status hearing on the Debtor's
Chapter 11 case to June 22, 2011, at 10:00 a.m.

As reported in the Troubled Company Reporter on Sept. 17, 2010,
the Debtor filed a plan that would pay secured claims in full over
a five-year period.  General unsecured claims will be paid in
full, with interest, in two installments.  The first installment
of 50% of the principal and all accrued interest will be paid on
the Effective Date.  The second installment of all remaining
principal and all accrued interest will be paid six months after
the Effective Date.  Administrative convenience claims (claims of
$9,000 or less) will be paid in full on the Plan Effective Date.

A full-text copy of the disclosure statement explaining the terms
of the Chapter 11 plan is available for free at:

        http://bankrupt.com/misc/C&HArizona_AmendedDS.pdf

                   About C&H Arizona-Stucky, LLC

Walnut Creek, California-based C&H Arizona-Stucky, LLC, is the
owner and current operator of a 113,071 square feet retail
shopping center located at 15440 North Scottsdale Road,
Scottsdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-21165) on July 7, 2010.
Simbro & Stanley, PLC, represents the Debtor.  The Company
disclosed $18,064,966 in assets and $9,167,574 in liabilities as
of the Petition Date.


CAIRO INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Cairo Investments LLC
          aka Lombard Plaza
        2026 Lombard Street
        San Francisco, CA 94123

Bankruptcy Case No.: 11-32011

Chapter 11 Petition Date: May 24, 2011

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

Judge: Dennis Montali

Debtor's Counsel: Dennis Yan, Esq.
                  LAW OFFICE OF DENNIS YAN
                  595 Market Street, #1350
                  San Francisco, CA 94105
                  Tel: (415)867-5797
                  E-mail: DENNISY@YAHOO.COM

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

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

The list of unsecured creditors filed together with its petition
contains only one entry.

The petition was signed by Hanif Shaikh, president.


CAPITAL INVESTORS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Capital Investors Properties Group, Inc
        805 Madison Street, Suite A
        Huntsville, AL 35801

Bankruptcy Case No.: 11-81868

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Robert E. Long, Jr., Esq.
                  LONG & LONG, ATTORNEYS AT LAW
                  P.O. Box 135
                  129 Main Street W
                  Hartselle, AL 35640
                  Tel: (256) 773-5355
                  E-mail: rlongatty@yahoo.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Floyd H. Wilson, president.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
JT Vaughan Testamentary Trust      --                     $100,000
c/o Rankin Sneed
503 Voekel Sneed
Huntsville, AL 35811


CAPMARK FINANCIAL: US Bancorp, JPMorgan Seeks Disclosure Revision
-----------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that JPMorgan Chase Bank
N.A. and U.S. Bancorp objected to Capmark Financial Group Inc.'s
disclosure statement explaining its Chapter 11 plan Tuesday in
Delaware, saying the mortgage lender needs to better explain its
unsecured claims estimates and third-party releases.

According to Law360, the secured creditors ripped Capmark's
disclosure as inadequate and asked the Delaware bankruptcy court
to force revisions.  Law360 says Capmark submitted its
reorganization plan in April, proposing to streamline operations
by eliminating its low-income housing tax credit business.

                      About Capmark Financial

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

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

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

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

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

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

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


CARIBE MEDIA: Secures Final Cash Use Authorization
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Caribe Media Inc. and affiliates received final
permission to use cash representing collateral for secured
lenders.  The cash collateral order requires Caribe to give
lenders a draft reorganization plan by Aug. 31, file the plan by
Sept. 30, file a motion for approval of a disclosure statement by
Oct. 28, and win confirmation of a Chapter 11 plan by Nov. 30.
If there's a sale, the cash collateral order gives the lenders the
right to bid their secured claims rather than cash.

Mr. Rochelle relates that Caribe was also given the right to pay
pre-bankruptcy unsecured claims up to a total of $500,000,
although the company previously said it doesn't believe there are
any valid claims of trade suppliers.

                         About Caribe Media

Caribe Media Inc. owns publication rights for certain print and
Internet directories in the Dominican Republic and Puerto Rico.
Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C.,
a Yellow Pages publisher in Puerto Rico and the official publisher
of all telephone directories for Puerto Rico Telephone Company,
Inc., the largest local exchange carrier in Puerto Rico, and
US$100% of Caribe Servicios de Informacion Dominicana, S.A., the
sole directory publisher in the Dominican Republic with the
exclusive right to publish under the brand of Codetel, the largest
telecom operator in the Dominican Republic.  Caribe Media is
wholly owned by CII Acquisition Holding Inc.  They are affiliates
of Local Insight Media Holdings, Inc.

Caribe Media and CII filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.

Local Insight Media is also a debtor in its own Chapter 11 pending
in Delaware.  Local Insight Media filed in 2010.  It is also being
represented by lawyers at Kirkland and Pachulski.


CARL'S FURNITURE: Files for Chapter 11, Has $1-Mil. Financing
-------------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal reports that
Carl's Furniture, which has seven South Florida locations, is
seeking to downsize and reorganize its finances in Chapter 11.
Stores in Boca Raton and Kendall will be closing as part of the
bankruptcy process.  The Company's Web site is advertising 50% to
70% off sales.  Robert Furr, attorney for Carl's, said lease
negotiations with a landlord in north Miami-Dade County recently
broke down.

The Business Journal also reports that Carl's Furniture is asking
U.S. Bankruptcy Judge John Olson to approve $1 million of debtor-
in-possession financing from the Company's owners, listed as a
corporation called Furniture Land Inc.

Mr. Furr, the Debtor's attorney, said the Company intends to
reimburse or honor 100% of $1.6 million in deposits made for
furniture, but a smaller pay-out is being proposed for other
creditors.

Creditors listed by the Debtors include Continental Equities, of
Miami Gardens, with a $696,000 claim; Klaussner Furniture, of
Charlotte, N.C., with $366,682; and Lauderhill Associates (Myron
Baker), of Coconut Creek, with $177,000.

Boca Raton-based Outdoor furniture retailer Carls Patio said it is
not part of the Chapter 11 bankruptcy proceeding Carl's Furniture,
according to reporting by Arlene Satchell at the Sun Sentinel.


CARL'S FURNITURE: Case Summary & Creditors List
-----------------------------------------------
Debtor: Carl's Furniture, Inc.
          dba Carl's
        6810 North State Road 7
        Coconut Creek, FL 33073

Bankruptcy Case No.: 11-24203

Chapter 11 Petition Date: May 24, 2011

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

Judge: John K. Olson

Debtor's Counsel: Robert C. Furr, Esq.
                  FURR & COHEN
                  2255 Glades Road, #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: bnasralla@furrcohen.com

Scheduled Assets: $6,145,947

Scheduled Debts: $9,147,163

Affiliates that filed separate Chapter 11 petitions on May 24,
2011:

        Entity                        Case No.
        ------                        --------
Carl's Furniture of North Dade, Inc.  11-24216
  Scheduled Assets: $1,642,274
  Scheduled Debts: $6,226,564
Carls Furniture of South Dade, Inc.   11-24221
Carls Furniture Plaza, Inc.           11-24229
Carls of Lauderhill, Inc.             11-24231

The petitions were signed by Jeff Baker, president.

A list of Carl's Furniture Inc.'s 20 largest unsecured creditors
filed together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-24203.pdf

A list of the Carl's Furniture of North Dade's 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/flsb11-24216.pdf


CASA DI PIZZA: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Casa Di Pizza and Subs
                aka Party Casa Di Pizza And Sports Bar
                7543 Fallbrook Ave
                West HIlls, CA 91307

Case Number: 11-16300

Involuntary Chapter 11 Petition Date: May 20, 2011

Court: Central District Of California (San Fernando Valley)

Judge: Alan M. Ahart

Petitioner's Counsel: Colleen Marmor, Esq.
                      4600 San Feliciano Dr
                      Woodland Hills, CA 91364
                      Tel: (818) 883-8442

Casa Di Pizza and Subs' petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Ronald Widmeyer
7915 Nita Ave
Canoga Park, CA 91304



CASH AND COMPANY: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cash And Company Auto Group, Inc.
        15328 FM 1825
        Pflugerville, TX 78660

Bankruptcy Case No.: 11-11288

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Sophia K. Palat, Esq.
                  ALTAFFER & PALAT, PLLC
                  8700 Manchaca, Suite 704
                  Austin, TX 78748
                  Tel: (512) 280-7600
                  Fax: (512) 852-4464
                  E-mail: sophia@altafferpalat.com

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

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txwb11-11288.pdf

The petition was signed by Jamie Lynn Shelton, president.


CATHOLIC CHURCH: Milw. Wins OK to Modify CBA for Cemetery Staff
---------------------------------------------------------------
The Archdiocese of Milwaukee and the Cemetery Employees, Local
113, Laborers International Union of America, AFL-CIO, jointly
sought and obtained approval from the United States Bankruptcy
Court for the Eastern District of Wisconsin to certain
modifications to their collective bargaining agreement.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, tells Judge Kelley that the request marks
the culmination of consensual collective bargaining negotiations
that began prior to the commencement of the bankruptcy case, and
reflects the longstanding positive relationship between the
Archdiocese and the Cemetery Union Employees.

The Diocese employs in the aggregate 177 employees, of whom 17 are
Cemetery Union Employees, whose terms of employment are governed
by the Labor Agreement between the Archdiocese and the Union dated
April 1, 2008.

For several months, before and after the Petition Date, the
Archdiocese and the Cemetery Union Employees negotiated
modifications to the CBA and terms for their future employment,
Mr. Diesing relates.  He notes that the tentative agreement
resulting from the negotiations was unanimously approved by the
Union bargaining team and was ratified by the Cemetery Union
Employees.

The Modifications provide modest wage increases in 2012 and 2013,
increased employee contributions to the Cemetery and Mausoleum,
Employees' Union Pension Plan, and a revised life insurance
benefit, Mr. Diesing discloses.  The Modifications also revise the
Post-Accident Testing protocols and a portion of the Grievance
Procedure, and extend the CBA to March 31, 2013.

The Modifications draw an appropriate balance between the
Archdiocese's needs and the rights of the employees, Mr. Diesing
asserts.  He contends that the continued employment of the
Cemetery Union Employees, who have significant skills and
institutional knowledge, is critical for all stakeholders in the
case.  He adds that the Modifications will facilitate a
reorganization plan, while ensuring that the Cemetery Union
Employees will enjoy continued employment.

                           *     *     *

In a court filing filed prior to the deadline to file objections
to the CBA modifications, the Official Committee of Unsecured
Creditors of the Archdiocese of Milwaukee relates that it does not
object to the proposed modifications of the collective bargaining
agreement.

However, the Committee expressly reserves, and does not waive,
all of its rights in the bankruptcy case relating to any
agreements, including, but not limited to, trust agreements that
the Debtor entered into, with, transfers to, or potential
avoidance actions against the Cemetery Employees, Local 113,
Laborers International Union of America, AFL-CIO.

              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. Has Deal for Confidentiality of Documents
----------------------------------------------------------------
In a Bankruptcy Court-approved stipulation, the Archdiocese of
Milwaukee and the Official Committee of Unsecured Creditors agree
that the handling of documents and any other information produced,
given, or exchanged in the Chapter 11 case will be subject to a
confidentiality agreement.

Disclosure and discovery activity in the Case may involve
production of confidential or private information for which
special protection from public disclosure may be warranted.

The Parties agree that they will use Confidential Information
solely for purposes of the Chapter 11 case, any adversary
proceeding or other litigation related to the Case, and any
appeals therefrom, and that it will not disclose any of the
Confidential Information except as otherwise permitted by the
Court.

Each Party that designates information or items for protection as
"Confidential" or "Confidential for Certain Attorneys' Eyes Only"
must take care to limit any designation to specific material
that qualifies under the appropriate standards.  A designating
party must take care to designate for protection only those parts
of material, documents, items, or oral or written communications
that qualify as confidential or private so that other portions of
the material, documents, items, or communications for which
protection is not warranted are not swept unjustifiably within
the ambit of this Order.  If it comes to a Party's attention
that information or items that it designated for protection do
not qualify for protection, that Party must promptly notify all
other parties that it is withdrawing the mistaken designation.

Only material containing Confidential Information may be
designated as "Confidential" or "Confidential for Certain
Attorneys' Eyes Only."

Specifically, material designated as "Confidential" will not be
revealed, disclosed or otherwise made known to persons, directly
or indirectly, other than:

  a. Whyte Hirschboeck Dudek S.C. solely in its capacity as
     counsel to the Debtor, and its regular and temporary
     employees assisting in the conduct of the Case, or in any
     adversary proceeding or other litigation relating to the
     Case, for use in accordance with the terms of this Order;

  b. Pachulski Stang Ziehl & Jones LLP and Howard, Solocheck &
     Weber, S.C. solely in their capacity as counsel to the
     Committee, and its regular and temporary employees
     assisting in the conduct or investigation of the Case, in
     any adversary proceeding or other litigation relating to
     the Case and any appeals therefrom, in accordance with the
     terms of the Order;

  c. e-Stet and other copying/scanning firms that the Parties,
     or either of them, may engage;

  d. members of the Committee;

  e. officers and directors of the Archdiocese of Milwaukee;

  f. personal counsel for members of the Committee;

  g. experts or consultants, who are not Parties to the Case or
     the officers, directors, managers or employees of the
     Parties to the Stipulation, and who are necessary to assist
     counsel of record in the conduct of the Case, in any
     adversary proceeding or other litigation relating to the
     Case, and in any appeals therefrom;

  h. witnesses or deponents and their counsel, during the course
     of and in preparation for depositions or testimony in this
     Case, any adversary proceeding or other litigation related
     to the Case, and any appeals therefrom to the extent
     reasonably necessary for conduct of the Case, any adversary
     proceeding or other litigation related to the Case and any
     appeals therefrom; provided, however, that no copies or
     notes relating to the "Confidential" material will be made
     by the person;

  i. Court reporters in their official capacity as reporters of
     proceedings in this Case, any adversary proceeding or
     litigation related to this Case and any appeals therefrom;

  j. the Court, and any of its staff, administrative personnel,
     and Court reporters, and any essential personnel the Court
     may retain in connection with the Case, any adversary
     proceeding or other litigation related to the Case and any
     appeals therefrom; and

  k. any other person only upon order of the Court or upon
     stipulation of the Party designating the Confidential
     Information at issue.

              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)


CBD DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CBD Development, Inc.
        4594 W. 11200 N.
        Tremonton, UT 84337

Bankruptcy Case No.: 11-27530

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Sherilyn A. Olsen, Esq.
                  HOLLAND & HART
                  222 S. Main Street, Suite 2200
                  Salt Lake City, UT 84101
                  Tel: (801) 799-5800
                  Fax: (801) 799-5700
                  E-mail: solsen@hollandhart.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/utb11-27530.pdf

The petition was signed by Ronald Hancock, president.


CASA DI PIZZA: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Casa Di Pizza and Subs
                aka Party Casa Di Pizza And Sports Bar
                7543 Fallbrook Ave
                West HIlls, CA 91307

Case Number: 11-16300

Involuntary Chapter 11 Petition Date: May 20, 2011

Court: Central District Of California (San Fernando Valley)

Judge: Alan M. Ahart

Petitioner's Counsel: Colleen Marmor, Esq.
                      4600 San Feliciano Dr
                      Woodland Hills, CA 91364
                      Tel: (818) 883-8442

Casa Di Pizza and Subs' petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Ronald Widmeyer
7915 Nita Ave
Canoga Park, CA 91304


CENTRAL ENERGY: Reports $188,000 First Quarter Net Income
---------------------------------------------------------
Central Energy Partners LP filed its quarterly report on Form
10-Q, reporting net income of $188,000 on $1.4 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $246,000 on $1.8 million of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$10.1 million in total assets, $8.1 million in total liabilities,
and stockholders' equity of $2.0 million.

As reported in the TCR on April 26, 2011, Burton McCumber &
Cortez, L.L.P., in Brownsville, Texas, expressed substantial doubt
about Central Energy Partners' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had a loss from operations for the
years ended Dec. 31, 2008, 2009, and 2010, and has a deficit in
working capital.  "The RZB Note and the IRS Installment Debt
totaled approximately $3,674,000 at Dec. 31, 2010, all of which is
classified as current liabilities.  The RZB Note is collateralized
by all Regional Enterprises, Inc. assets and a pledge of the
common stock of Regional to RZB by the Company.  In addition, the
Company is contingently liable for late filing penalties for
failure to timely file tax returns for the 2008 and 2009 tax years
and for contingencies associated with the TransMontaigne
transaction."

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

                       http://is.gd/Tx9vwN

Dallas, Tex.-based Central Energy Partners, L.P., formerly known
as Rio Vista Energy Partners L.P. (OTC: ENGY) is a master limited
partnership engaged in the storage and transportation of oil and
gas, refined petroleum products and petrochemicals.  The Company
currently provides liquid bulk storage, trans-loading and
transportation services for petrochemicals and petroleum products
through its assets and operations in Hopewell, Virginia and
Johnson City, Tennessee.


CENTRAL TEXAS: S&P Gives 'BB+' Long-term Rating to $80MM Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' long-term
rating to Central Texas Regional Mobility Authority (CTRMA),
Texas' $240 million series 2011 senior lien revenue bonds and its
'BB+' long-term rating to CTRMA's $80 million series 2011
subordinate lien revenue bonds. At the same time, Standard &
Poor's affirmed its 'BBB-' long-term and underlying rating SPUR on
the CTRMA's outstanding senior lien revenue bonds. The outlook on
all bonds is stable.

"The rating reflects our view of the general uncertainty
associated with forecasts of traffic and revenues on a relatively
new toll facility with an expansion project as well as a new
facility that rely on projections of wealth levels, residential
and commercial development, development of competing and feeder
facilities, and increasing tolls," said Standard & Poor's credit
analyst Todd Spence. "The rating also reflects our view of the
authority's dependence on system revenue growth to cover
escalating annual debt service requirements, particularly in the
earlier years, and relatively high toll rates."

The series 2011 bonds are being issued to finance a portion of the
authority's Manor Expressway Phase II project, to repay a loan
from the Texas Department of Transportation, to refund the series
2010 notes, fund reserves, and to pay costs of issuance.

CTRMA owns and operates a toll road system in the Austin
metropolitan area that currently includes one operational toll
road which is being extended and a second planned toll road being
funded with these bonds.


CHEMTURA CORP: Moody's Assigns Definitive Ratings; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service converted the provisional (P) Ba3
Corporate Family Rating (CFR), and the senior secured term loan
(P) Ba1 ratings, and (P) B1 senior unsecured notes ratings into
definitive ratings. This action is a result of the company's
successful emergence this past year from Chapter 11 proceedings.
We also raised the company's short term liquidity ratings to SGL-2
from SGL-3. The rating outlook is stable.

Ratings Changes:

   Chemtura Corporation

   -- Corporate Family Rating -- Ba3 from (P) Ba3

   -- Probability of Default Rating -- Ba3 from (P) Ba3

   -- Senior Secured Term Loan B -- Ba1 (LGD2, 25%) from (P) Ba1
      (LGD2, 17%)

   -- 7.875% Senior Notes -- B1 (LGD5, 72%) from (P) B1 (LGD4,
      68%)

   -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3

RATINGS RATIONALE

The Ba3 CFR reflects the company's improved leverage profile
following Chemtura's exit from Chapter 11 bankruptcy protection in
November 2010. For the last twelve months ended March 31, 2011
Chemtura's adjusted leverage (Debt/EBITDA) was approximately 4.0X
after taking into consideration Moody's Standard adjustments for
underfunded pensions and operating leases (which add some $410
million and $144 million to balance sheet debt, respectively). The
company's current leverage profile positions it well within the
lower end of the Ba rating category and we expect that financial
metrics will improve over the near term as the company benefits
from improved volumes. While increasing raw material costs remain
a concern, we believe that the company will ultimately be
successful in passing through price increases, albeit with a lag,
which should offset continuing raw material pressures. We remain
concerned with the high amount of restructuring the firm and its
employees have been subject to over the past decade along with
modest additional current restructuring efforts.

The SGL-2 is supported by Moody's expectations for improvement in
the company's free cash generation over the next 12-18 months. We
expect that the recent improvement in selling prices and volumes
will help the company generate higher levels of cash during the
latter half of 2011. In addition given that a major portion of the
company's business are seasonal, we believe that the impact of any
costly inventory build is likely behind the company further aiding
cash generating ability in the second half of the year. In
addition we expect the company to maintain cash balances in the
$130-150 million range while maintaining over $150 million of
availability under its ABL revolving credit facility.

The stable outlook reflects Moody's expectation that management
will continue to focus on improving global cost positions and
generating free cash flow. Additionally, it assumes that
management's financial policies will be relatively conservative. A
limiting factor for further upward rating movement is Moody's
desire to understand what policies the new board will institute.
Moody's will look at specific items such as adjustments to or the
monetization of certain assets, and how these actions will affect
management's aspirations to de-lever, reduce pension underfunding,
and improve the company's credit profile.

The principal methodology used in rating Chemtura Corporation was
the Global Chemical Industry Methodology, published December 2009.

Chemtura Corporation manufactures and sells innovative,
application-focused specialty chemical and consumer products
offerings. The company's principal executive offices are located
in Philadelphia, Pennsylvania and Middlebury, Connecticut with a
large portion of the headquarters function residing in Middlebury.
Chemtura operates in a wide variety of end-use industries,
including transportation, construction, packaging, lubricants,
plastics for durable and non-durable goods, electronics, and pool
and spa chemicals. Pro-forma net sales for the last twelve months
ending March 31, 2011 were approximately $2.9 billion.


CHRISTIAN LIFE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Christian Life Church World Ministries, Inc.
        3429 Black & Decker Road
        Hope Mills, NC 28348

Bankruptcy Case No.: 11-03950

Chapter 11 Petition Date: May 23, 2011

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

Judge: Randy D. Doub

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

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

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

The petition was signed by Robert A. Collins, president.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lumbee Guaranty Bank               --                      $25,400
4317 Ramsey Street
Fayetteville, NC 28311


COLONIAL BANCGROUP: Says Plan Now Fixed for Confirmation
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Colonial Bangroup Inc. said in its May 23 motion that
it fixed the defects to its proposed Chapter 11 plan and wants the
judge to hold a confirmation hearing quickly to approve the
revised plan.

According to Mr. Rochelle, U.S. Bankruptcy Judge Dwight H.
Williams Jr. wrote a 13-page opinion on May 20 refusing to sign a
confirmation order approving the bank holding company's Chapter 11
plan.   Judge Williams found two minor problems with the plan. The
trustee for the trust created under the plan might earn
compensation exceeding what could be earned by a Chapter 7
trustee.  He therefore said the plan violated the so-called best
interests of creditors test.  He also identified a defect in who
could decide what lawsuits to file after confirmation.

With the defects fixed, Colonial filed an amendment to the plan on
May 23 along with a motion asking the bankruptcy judge to hold an
expedited hearing to confirm the plan.

According to Mr. Rochelle, Judge Williams, in his May 20 opinion,
rejected the principal objections from the Federal Deposit
Insurance Corp. and the trustee for the subordinated creditors.
Both were in the general unsecured creditor class and voted down
the plan.  The FDIC and the indenture trustee complained that the
plan improperly put them in separate classes to insure that there
would be at least one class accepting the plan, as bankruptcy law
requires before cramdown is possible.  Judge Williams rejected the
gerrymandering argument.  Judge Williams said it was proper to put
the three issues of publicly held debt into a separate class that
ended up voting in favor of the plan.  The U.S. Court of Appeals
in Atlanta gives the bankrupt company "considerable discretion" to
make separate classes "according to the facts and circumstances of
the case," he said.

                       Changes to Plan

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports Colonial this week filed papers with the Bankruptcy Court,
explaining it had made changes to cure the problems identified by
the judge and asking for a fast hearing to reconsider confirmation
of the plan. According to DBR, Colonial's plan changes include a
cut in the compensation structure for the Chapter 11 trustee, who
will be paid under the same guidelines that apply to Chapter 7
trustees, court papers say. Additionally, the company said it
would give the judge the final word on what lawsuits are pursued
after the bankruptcy plan is in place.

A key deadline for filing causes of action arising out of
Colonial's collapse is coming up in August, the company said,
urging speed in getting an answer on the renewed bid for
confirmation. It is essential that the Chapter 11 trustee be in
place in time to make sure no opportunity to collect damages is
missed.

Judge Williams will hear arguments on the proposal at a hearing
Tuesday.

A full-text copy of Judge William's May 20 Memorandum Opinion
denying confirmation of Colonial's Plan is available at
http://is.gd/NXwtDofrom Leagle.com.

                    About The Colonial BancGroup

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

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

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

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


CONSTELLATION BRANDS: S&P Raises CCR to 'BB+' on Debt Reduction
---------------------------------------------------------------
Standard & Poor's Ratings Service raised its ratings on
Constellation Brands, including the corporate credit rating on the
company to 'BB+' from 'BB'. The outlook is stable.

"The upgrade reflects Constellation Brands' improved financial
profile, including stronger adjusted credit measures," said
Standard & Poor's credit analyst Jean Stout. "The company has
continued to focus on debt reduction, reducing debt by about $600
million (including changes in foreign currency exchange rates)
since the fiscal year ended Feb. 28, 2010, largely the result
of applying a portion of its discretionary cash flow, together
with the net proceeds from asset sales, to debt repayment. In
addition, its financial performance has benefitted from actions
taken to streamline its business and divestitures of noncore and
low margin businesses."

Standard & Poor's ratings on Constellation Brands reflect its
satisfactory business risk profile assessment, which benefits from
the company's historically strong cash generation from a diverse
portfolio of consumer brands, and its more disciplined financial
policy, including debt reduction efforts. This is despite its
participation in the highly competitive beverage alcohol markets
and the company's leveraged financial profile.

The outlook on Constellation Brands is stable. "We expect
Constellation Brands' improved credit measures will be maintained
despite lingering weak macroeconomic conditions," said Ms. Stout.


CONSTITUTION HOLDING: Case Summary & Creditors List
---------------------------------------------------
Debtor: Constitution Holding, LLC
        3000 Whitney Avenue, Suite 118
        Hamden, CT 06518

Bankruptcy Case No.: 11-31384

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: William E. Carter, Esq.
                  LAW OFFICE OF WILLIAM E. CARTER
                  672 Brownstone Ridge
                  Meriden, CT 06451
                  Tel: (203) 630-1070
                  Fax: (203) 889-0242
                  E-mail: bankruptcy@carterlawllc.com

Scheduled Assets: $643,000

Scheduled Debts: $1,992,000

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ctb11-31384.pdf

The petition was signed by Michael Steinbach, member.


CONTINENTAL CARWASH: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Continental Carwash Partners
          dba Showtime Express Car Wash
        1810 E. Yosemite Avenue
        Manteca, CA 95336

Bankruptcy Case No.: 11-32921

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: David C. Johnston, Esq.
                  JOHNSTON & JOHNSTON LAW CORP.
                  627 13th Street, Suite E
                  Modesto, CA 95354
                  Tel: (209) 579-1150

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

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

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

The petition was signed by Dean Hanson, president of Share Cash
Systems, Inc., general partner.


CONTINENTAL COMMON: Wants Lease Assumption to Effect with Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until Aug. 24, 2011, Continental Common, Inc.'s deadline
to assume its ground leases.

The Debtor explained that it needed the lease assumption to be
effectuated through the confirmation of the joint plan of
reorganization of the Debtor and PNC Bank, N.A.

The Debtor will not be able to obtain the confirmation of the Plan
by the May 26 deadline which the Debtor must assume the ground
leases, because the parties are still preparing the joint plan.

The Debtor is represented by:

         Melissa S. Hayward, Esq.
         MHayward@FSLHlaw.Com, Esq.
         FRANKLIN SKIERSKI LOVALL HAYWARD LLP
         10501 N. Central Expy, Suite 106
         Dallas, TX 75231
         Tel: (972) 755-7100
         Fax: (972) 755-7110

                  About Continental Common, Inc.

Dallas, Texas-based Continental Common, Inc., has primary assets
consist of various real estate holdings in multiple states.  The
Company filed for Chapter 11 bankruptcy protection on October 28,
2010 (Bankr. N.D. Tex. Case No. 10-37542).  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, represents the
Debtor.  The Company disclosed $29,250,424 in assets and
$25,150,836 in liabilities.  The U.S. Trustee has not appointed
creditors' committee or examiner in the case.


CORUS BANKSHARES: Files Amended Chapter 11 Plan
-----------------------------------------------
BankruptcyData.com reports that Corus Bankshares filed with the
U.S. Bankruptcy Court an Amended Chapter 11 Plan of
Reorganization, with a pro rata percentage to be paid to the
unsecured creditors.

BData relates that under the Plan, each holder of an allowed
secured claim shall (i) be paid in full in cash, (ii) receive the
collateral securing its allowed secured claim, plus post-petition
interest to the extent required under Section 506(b) of the
Bankruptcy Code or (iii) receive other treatment rendering such
secured claim unimpaired in accordance with Section 1124 of the
Bankruptcy Code, in each case on the later of the effective date
and the date such secured claim becomes an allowed secured claim,
or as soon as practicable thereafter.

According to the Plan, "Except as otherwise provided in the Plan
or Plan Supplement, the Debtor shall continue to exist after the
Effective Date as a separate corporate Entity with all the powers
of a corporation pursuant to the applicable law in the
jurisdiction in which the Debtor is incorporated or formed and
pursuant to the certificate of incorporation, charter and bylaws
in effect prior to the Effective Date, except to the extent the
Debtor elects to reincorporate in another jurisdiction or make any
other amendments to such certificate of incorporation, charter or
bylaws, in which case such documents are deemed to be amended
pursuant to the Plan and require no further action or approval. On
the Effective Date, the persons then acting as directors and
officers of the Debtor shall be released and discharged from all
further authority, duties, responsibilities and obligations
relating to and arising from the Debtor or the Chapter 11 Case."

                   About Corus Bankshares, Inc.

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.


COUNTRYVIEW MHC: Has Okay to Use BofA Cash Collateral Until May 31
------------------------------------------------------------------
On May 11, 2011, the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Countryview MHC Limited
Partnership to use cash collateral during the period May 1, 2011,
through May 31, 2011, to the extent set forth in a cash budget for
the month of May 2011, plus no more that 10% of the total proposed
expense payments, unless otherwise agreed by Bank of America as
successor by merger to LaSalle Bank National Association, in its
capacity as Trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 2006-C4, Commercial Mortgage Pass-
Through Certificates, Series 2006-C4, or upon further of the
Court.

As adequate protection to the Lender for the use of its cash
collateral, Lender will be granted post-petition replacement liens
in the cash collateral to be generated by the Debtor post-
petition.

A final hearing on the cash collateral motion is scheduled before
the Court on May 31, 2011, at 10:30 a.m.

A copy of the interim cash collateral order and May 2011 cash
budget is available for free at:

      http://bankrupt.com/misc/countryview.may11ccorder.pdf

                      About Countryview MHC

Countryview MHC Limited Partnership is an Illinois limited
partnership that owns a manufactured home community, consisting of
approximately 275 sites, situated in Franklin, Indiana.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-52722) on Nov. 29, 2010.  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


CREDIT ONE: Posts $78,800 First Quarter Net Loss
------------------------------------------------
Credit One Financial, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $78,787 on $23,886 of advertising
revenue for the three months ended March 31, 2011, compared with a
net loss of $329,518 on no revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed $2.9 million
in total assets, $184,498 in total liabilities, all current, and
stockholders' equity of $2.7 million.

As reported in the TCR on April 7, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about Credit One's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company had a net loss from continuing operations
and an accumulated deficit.

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

                       http://is.gd/RTrk9i

New York-based Credit One Financial, Inc.'s main business, until
Nov. 30, 2010, was processing and distribution of mineral
products, primarily graphite products, in China.

On Aug. 26, 2010, E&M International Limited, the newly
established, wholly-owned subsidiary of the Company, entered into
an advertising agreement with Macau Lotus Satellite TV Media
Limited, pursuant to which Lotus TV authorizes E&M as its
exclusive agent to operate all of its advertising businesses.  The
term of this agreement is ten years from Sept. 1, 2010, to
Aug. 31, 2020.


DANA CORP: 6th Circ. Revives Fraud Action vs. Former Executives
---------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the Sixth Circuit
on Wednesday revived for the second time a putative class action
accusing the former heads of Dana Corp. of securities fraud for
trumpeting the auto parts maker's condition while it actually
spiraled toward bankruptcy.

                         About Dana Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.  Dana has facilities in China in the Asia-
Pacific, Argentina in the Latin-American regions and Italy in
Europe.

Dana Corp. and its affiliates filed for Chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represented the Debtors.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners served as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represented the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP, served as counsel to the Official Committee of Equity
Security Holders.  Stahl Cowen Crowley, LLC, served as counsel to
the Official Committee of Non-Union Retirees.  The Debtors filed
their Joint Plan of Reorganization on Aug. 31, 2007.  Judge Burton
Lifland confirming the Plan, as thrice amended, on Dec. 26, 2007.
The Plan was declared effective Jan. 31, 2008.  Upon emergence,
the Company was renamed as Dana Holding Corporation.


DHC REALTY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: DHC Realty, LLC
        301 Williams
        El Paso, TX 79901

Bankruptcy Case No.: 11-30977

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Corey W. Haugland, Esq.
                  JAMES & HAUGLAND, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  E-mail: chaugland@jghpc.com

Scheduled Assets: $9,597,894

Scheduled Debts: $7,906,724

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txwb11-30977.pdf

The petition was signed by David Chowaiki, president.


D.J. CHRISTIE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: D.J. Christie, Inc.
        9400 Reeds Road, Ste 100
        Overland Park, KS 66207

Bankruptcy Case No.: 11-40764

Chapter 11 Petition Date: May 20, 2011

Court: United States Bankruptcy Court
       District of Kansas (Topeka)

Judge: Dale L. Somers

Debtor's Counsel: Kathryn E Sheedy, Esq.
                  Tom R. Barnes, II, Esq.
                  STUMBO HANSON, LLP
                  2887 SW MacVicar Avenue
                  Topeka, KS 66611
                  Tel: (785) 267-3410
                  Fax: (785) 267-9516
                  E-mail: kathryn@stumbolaw.com
                          tom@stumbolaw.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-40764.pdf

The petition was signed by David J. Christie, president.


DLGC II: Files Schedules of Assets & Liabilities
------------------------------------------------
DLGC II, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona, its schedules of assets and liabilities,
disclosing:

  Name of Schedule            Assets            Liabilities
  ----------------            ------            -----------
A. Real Property            $14,224,140
B. Personal Property          1,584,962
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $9,156,433
E. Creditors Holding
   Unsecured Priority
   Claims                                                $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $189,947
                            -----------        -----------
      TOTAL                 $15,809,102         $9,346,380

Phoenix, Arizona-based DLGC II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 11-10174) on
April 13, 2011.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.

Affiliate Lake Pleasant Group, LLP (Bankr. D. Ariz. Case No. 11-
10170) filed a separate Chapter 11 petition on April 13, 2011.


DNA, LLC: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: DNA, LLC
        8114 Telegraph Road
        Downey, Ca 90240

Bankruptcy Case No.: 11-32289

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Charles W. Daff, Esq.
                  LAW OFFICES OF CHARLES W. DAFF
                  2009 N. Broadway
                  Santa Ana, CA 92706
                  Tel: (714) 541-0301
                  Fax: (714) 569-0515
                  E-mail: cdaff@epiqtrustee.com

Scheduled Assets: $1,575,000

Scheduled Debts: $1,965,000

The petition was signed by Ramon Pineda, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
California Bank & Trust            Deed of Trust          $400,000
11622 El Camino Real, #200
San Diego, CA 92130


DOCUTEK IMAGING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Docutek Imaging Solutions, Inc.
        1011 SW 30th Avenue
        Deerfield Beach, FL 33442

Bankruptcy Case No.: 11-24110

Chapter 11 Petition Date: May 23, 2011

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

Judge: Raymond B. Ray

Debtor's Counsel: Joe M. Grant, Esq.
                  PADULA & GRANT, PLLC
                  601 S. Federal Highway, #202
                  Boca Raton, FL 33432
                  Tel: (561) 672-7580
                  Fax: (561) 672-7581
                  E-mail: jmgrant@jmgrantlaw.com

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

Estimated Debts: $10,000,001 to $50,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-24110.pdf

The petition was signed by Steven D. Staller, president.


DRYSHIPS INC: Announces Increased Backlog for Ocean Rig UDW Inc.
----------------------------------------------------------------
DryShips Inc. announced that Ocean Rig UDW Inc., its majority
owned subsidiary, has secured further backlog, as Borders &
Southern plc have declared two optional wells under the existing
drilling contract for the harsh environment drilling rig Leiv
Eiriksson.  The two optional wells have been assigned to Falkland
Oil and Gas (FOGL) and provide an additional contract duration of
approximately 90 days.  The total contract value is now USD 126
million.

Mr. George Economou, Chairman and CEO of Ocean Rig UDW Inc.,
commented, "We are pleased to announce the option declaration for
the Leiv Eiriksson with Borders & Southern plc.  The previously
announced rig swap on this contract is a win-win solution for the
customer and the Company as demonstrated by the declaration of the
options.  We continue to work on enhancing the backlog for Ocean
Rig."

                        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".

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.

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.


DUQUESNE LIGHT: Moody's Assigns Ba1 Rating to Sr. Unsec. Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Duquesne
Light Holding's planned offering of new $350 million 10.5-year
senior unsecured notes. At the same time Moody's affirmed the
ratings and stable outlook of Duquesne Light Holdings, Inc. (DLH)
and its regulated electric utility subsidiary, Duquesne Light
Company (DLC). Proceeds from the note offering are expected to be
utilized to refinance approximately $350 million of existing term
loan debt at DLH.

Ratings assigned include

- Duquesne Light Holdings senior unsecured notes, Ba1; stable
  outlook

Ratings affirmed include:

- Duquesne Light Holdings, all senior unsecured, Ba1; stable
  outlook

- Duquesne Light Company, all senior secured, A3; stable outlook

- Duquesne Light Company, Issuer Rating at Baa2; stable outlook

- Duquesne Light Company, all preferred stock at Ba1; stable
  outlook

RATINGS RATIONALE

DLH's senior unsecured rating of Ba1 reflects the benefits of
owning DLC but also considers the significant amount of debt that
resides at the parent holding-company level, as well as its
structural and contractual subordination to debt at DLC. DLH's
dependence on cash flows from DLC to service debt and pay equity
distributions to investors is also a significant consideration in
the rating. In terms of credit metrics, DLH's recent operating
results have improved but continue to remain appropriate for the
Ba1 rating category.

DLC's electric operations in and around Pittsburgh, PA, represent
the core of DLH's earnings and cash flow and the unsecured issuer
rating of Baa2 reflects the operating company's solid credit
metrics and relatively stable, regulated business model. DLC is
regulated by FERC and at the state level by the Pennsylvania
Public Utility Commission (PUC), a jurisdiction considered to be
generally credit supportive. On July 20, 2010, DLC filed its first
rate case since 2007; requesting an increase in distribution rates
of $87.3 million (9.77 % increase). After reaching a settlement
with interveners, new rates were approved, effective April 21,
2011. The authorized rate increase was $45.7 million per year (52%
of request).

The rating also considers DLC's obligations as a provider of last
resort (POLR) in Pennsylvania, a de-regulated state open to retail
electric competition. Under the current POLR V plan, DLC provides
fixed-price default service to residential customers for the
period Jan-2011 through May-2013. Unlike other pure transmission
and distribution utilities, DLC continues to retain an element of
risk with the new POLR V plan as power supply is not a direct
pass-through and the company must carefully hedge its obligations
though the POLR period. Additionally, to the extent power prices
decline, the company is subject to "switching risk" given customer
choice availability in PA. At this time Moody's does not believe
switching risk has developed to be a materially negative credit
concern.

The notching differential between DLH and DLC continues to reflect
the significant level of parent holding-company debt, and the
structural and contractual subordination to debt at the company's
core regulated electric utility operating subsidiary, DLC, and
DLH's primary dependence on cash flows from DLC. Debt at the
holding company (approximately 73% of consolidated debt at March
31, 2011) will continue to be structurally and contractually
behind the secured debt at DLC. Reflective of this leverage, CFO
(pre w/c) to debt in 2010 was 11.3% for DLH, and 26.1% for DLC.
Moody's notes that the "Baa" range for regulated electric
utilities is 13-22%. Although slightly below the Baa range,
Moody's notes recent reults are also a clear improvement from
levels achieved in recent years, driven in part by credit
supportive actions taken by the owner consortium.

The company's liquidity is adequate. Externally, committed credit
lines at DLH ($200 million) and DLC ($100 million) were both
recently renewed and now expire March 28, 2016. However, both
revolving credit facilities contain material adverse event clauses
for any draw-downs which could in the extreme case, restrict
access to bank liquidity. Moody's notes  that the parent has, in
the past, made inter-company advances to the operating company and
given the flexibility that exists around dividend policy, we look
towards the consolidated liquidity profile of the company. At
March 31, 2011, the company reported $38 million of cash on hand
and $25 drawn under the DLC bank line. This availability should
comfortably meet their operational needs with just modest external
financing required for capital expenditures, expected to
approximate $260-270 million in 2011. Excluding a $50 million
pension contribution during the year, cash from operations in 2010
was $209 million and capex was $266 million.

The stable outlook for DLH and DLC reflects Moody's expectations
that going forward there will be no material change to the capital
structure and that DLH will continue to benefit from the
relatively healthy credit profile of its regulated operating
subsidiary, DLC. The planned sale by one of DLH's largest
shareholders, DUET Investment Holdings Limited (28.95%), is also
not expected to have a negative impact on the rating.

In light of the substantial level of DLH debt and its sole
reliance on DLC for debt service, limited prospects exists for the
ratings to be upgraded in the near term; however, consolidated CFO
(pre w/c) to debt to above 13%, on a sustained basis, could lead
to upward rating pressure at DLH and DLC, particularly if this is
combined with reduced risk associated with POLR obligations. A
decline in DLH's credit metrics, particularly DLH's retained cash
flow to debt metric, could negatively affect the company's
ratings. Similarly, should DLH's CFO (pre w/c) to debt fall into
the mid-single digit percentage range for an extended period,
negative pressure could surface.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

Headquartered in Pittsburgh, Pennsylvania, Duquesne Light Holdings
Inc. is an electric utility holding company owned by an investor
consortium. Revenue for the year ended December 31, 2010 was $1.2
billion. Its primary operating subsidiary, Duquesne Light Company,
is primarily engaged in providing transmission, distribution and
supply of electricity to approximately 588 thousand customers in
Southwestern Pennsylvania.


EL PASO: Fitch Affirms Issuer Default Rating at 'BB+'
-----------------------------------------------------
Fitch Ratings has affirmed the ratings of El Paso Corp. (EP) and
its core pipeline, master limited partnership, and exploration and
production subsidiaries following the announcement of a planned
spin-off of El Paso Exploration & Production (EPEP). Additionally,
Fitch has revised the Rating Outlooks of EP and its core pipeline
subsidiaries to Positive from Stable. The Rating Outlook for El
Paso Pipeline Partners Operating Company (EPBO) is Stable. The
Rating Outlook for EPEP has been revised to Evolving from Stable.
Approximately $13 billion in debt is affected by the rating
action.

The rating affirmations are reflective of the cash flow stability
and low relative business risk profile of the company's interstate
pipeline franchise, as well as the hedge positions and cost
improvements at the company's upstream business. The ratings
recognize that EP is in the middle of a transformative capital
spending plan which will significantly increase both the size and
scope of its pipeline franchise. Fitch notes that this spending
program has been weighing on EP's credit metrics as the company
works toward completing its significant project backlog.

The Positive Outlook at the parent company is reflective of
Fitch's belief that by spinning off its E&P business, EP's
business risk profile will benefit from the separation of the
highly commodity sensitive upstream business. Following the
transaction, EP will be a much lower business risk operation with
all of its earnings and cash flow coming from FERC-regulated
assets with long term capacity reservations contracts. This will
largely alleviate the exposure that EP has to volumetric
sensitivity and commodity price volatility, providing a
consistent, stable source of cash flow for the company.
Additionally, as EP completes the spin-off and its large capital
expenditure program, the company should see a significant amount
of deleveraging at the parent company, which is fairly highly
levered. This deleveraging in combination with the reduction in
business risk could lead to an upgrade in EP's ratings following
the successful completion of the transaction. Construction on the
Ruby pipeline has been delayed which has increased costs on that
project. Fitch notes that any meaningful further delay in the Ruby
project which would push the in service date well beyond the
expected July 2011 time frame could impact any rating actions.

The Positive Outlook on the pipeline subsidiaries is reflective of
the potential for an upgrade of EP's ratings. Fitch has
historically linked the ratings of EP's pipelines to that of their
parent companies given the significant operating and financial
affiliations the subsidiaries have with EP. Given this linkage,
Fitch has rated the pipelines one notch higher than EP, lower than
their standalone credit metrics and business risk profiles may
indicate. The ratings and Stable Outlook on EPBO continue to
reflect EPBO's consistent earnings and cash flows and its ties to
EP as general partner, sponsor and the operating entity that
ultimately controls EPBO. Following the close of the spin-off
transaction, Fitch will analyze the standalone profiles of each
entity and their relationship with EP to determine the level of
the ratings linkage and notching. Any rating action on EP its
subsidiaries will consider the final planned capital structure,
the successful completion of EP's construction backlog, and the
resolution of pending rate cases at select pipeline subsidiaries.

EPEP's Evolving Outlook is reflective of the uncertainty
surrounding the completion of the spin-off and final capital
structure of EPEP as a standalone entity. Historically, EPEP's
rating have largely reflected its operating and financial ties
with EP, while considering in part the higher business risk
inherent in an E&P operation due to its commodity price exposure.
Recently, EPEP's results have shown some increased earnings and
cash flow stability, in the face of declining commodity prices,
due in part to hedges in place for a significant portion of
production and in part to operational successes. Additionally, the
company has successfully repositioned its production towards more
oil rich and condensate natural gas plays which have economic and
production advantages given the production profile of shale plays
and the economic benefits of liquids rich production given current
oil and gas price dynamics. Fitch notes that earnings and cash
flow volatility remain a significant credit concern with EPEP
particularly as its current hedges roll off. EPEP has extended its
hedging program into 2012, which should help earnings and cash
flow stability in the near term.

The final ratings determination for EPEP will be completed as the
transaction gets closer to completion and more details of the
final capital structure are known. The transaction is expected to
close by year-end 2011. Fitch notes that EPEP's secured revolver
has a change of control provision which will require the consent
of participating lenders in the facility to complete the
transaction.

Fitch affirms these ratings, and the Rating Outlook is revised to
Positive from Stable:

El Paso Corporation

   -- Issuer Default Rating (IDR) at 'BB+';

   -- $1.5 billion senior secured revolving credit facility (2012)
      at 'BBB-';

   -- $500 million senior unsecured revolving credit facility
      (2011) at 'BB+';

   -- Senior unsecured notes and debentures at 'BB+'.

El Paso Energy Capital Trust I

   -- Trust convertible preferred securities at 'BB-'.

Colorado Interstate Gas Company (CIG)

   -- IDR at 'BBB-';

   -- Senior unsecured debt at 'BBB-'.

El Paso Natural Gas Company (EPNG)

   -- IDR at 'BBB-';

   -- Senior unsecured debt a 'BBB-'.

Southern Natural Gas Company (SNG)

   -- IDR at 'BBB-';

   -- Senior unsecured debt at 'BBB-'.

Tennessee Gas Pipeline Company (TGP)

   -- IDR at 'BBB-';

   -- Senior unsecured debt at 'BBB-'.

These ratings are affirmed, and the Rating Outlook is revised to
Evolving from Stable:

El Paso Exploration & Production Company (EPEP)

   -- IDR at 'BB+';

   -- Senior secured revolving credit facility (2012) at 'BBB-';

   -- Senior unsecured debt at 'BB+'.

These ratings are affirmed, and the Rating Outlook remains Stable:

El Paso Pipeline Partners Operating Company (EPBO)

   -- IDR at 'BBB-';

   -- Senior unsecured debt at 'BBB-'.

Fitch no longer has a rating on EP's perpetual preferred stock as
these securities were converted to common stock on March 11, 2011.

El Paso Corp. owns North America's largest interstate natural gas
pipeline network comprised of approximately 43,100 miles of pipe,
220 Bcf of storage capacity, and an LNG import facility with 1.75
Bcf per day of send-out capacity. The company's upstream
operations had year-end 2010 estimated reserves of 3.4 trillion
cubic feet equivalent (Tcfe), including a 48.8% interest in Four
Star Oil & Gas Company, of proven reserves. EPEP's consolidated
proved reserves are approximately 3.2 Tcfe.


EVANS OIL: Wants to Assume or Reject Property Leases Until July 29
------------------------------------------------------------------
Evans Oil Company LLC, et al., ask the U.S. Bankruptcy Court for
the Middle District of Florida to extend until July 29, 2011, the
deadline to assume or reject unexpired leases of non-residential
real property.

The Debtors have three non-residential real property leases that
they must decide whether to assume or reject.  Specifically, the
non-residential real property leases relate to these property (i)
Debtors' warehouse on Exchange Avenue; (ii) the parcel of real
estate contiguous with Debtors' principal place of business that
currently is being used as a secure parking lot for Debtors'
service vehicles; and (iii) the convenience store property located
in Coral Springs, Florida.

The three leases are primary assets of Debtors' estates and their
assumption and rejection would be integral to determining the
structure of a plan of reorganization.

The Debtor need more time to negotiate with Fifth Third Bank, its
largest creditor, on matters relating to any assumptions,
assignments and rejections of leases of nonresidential real
property.  The Debtors expect that the conclusion of the Market-
testing and negotiations with Fifth Third Bank will resolve the
issues.

Barrier Advisors, Inc., as investment banker, assist the Debtors
in the Market-testing.

The Debtor also relate that as of May 17, the Debtors have not
filed their proposed chapter 11 plan  of reorganization.  Their
exclusive right to file a proposed plan will expire on May 30.

In pursuing a plan of reorganization, the Debtors have entered
into a non-binding term sheet with a potential plan sponsor to
obtain an infusion of new capital of at least $2 million in new
equity, assume millions in existing debt and arrange millions in
new senior secured financing.  The Debtors also are engaged in
negotiations with Fifth Third Bank concerning potential plan
structures.

                         About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection on Jan. 30, 2011 (Bankr. M.D. Fla. Lead Case No.
11-01515).

Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve
as bankruptcy counsel to the Debtors.  Garden City Group Inc. is
the claims and notice agent.  The Parkland Group Inc. is the
restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


FALCON MOTOR: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Falcon Motor Company, Inc.
        15328 FM 1825
        Pflugerville, TX 78660

Bankruptcy Case No.: 11-11287

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Sophia K. Palat, Esq.
                  ALTAFFER & PALAT, PLLC
                  8700 Manchaca, Suite 704
                  Austin, TX 78748
                  Tel: (512) 280-7600
                  Fax: (512) 852-4464
                  E-mail: sophia@altafferpalat.com

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

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txwb11-11287.pdf

The petition was signed by Jamie Lynn Shelton, president.


FILENE'S BASEMENT: Syms Corp. Explores Options, Including Sale
--------------------------------------------------------------
Tess Stynes, writing for MarketWatch, reports that Syms Corp. said
it will explore strategic alternatives, including a possible sale
of the Company.  MarketWatch notes Sym's performance has been hurt
in recent quarters by impacts related to its acquisition of
substantially all of Filene's Basement assets in a bankruptcy
auction in 2009.

No further details of the review were disclosed, MarketWatch
notes.

Syms recently reported that its fourth-quarter loss widened
sharply amid charges related to the Filene's Basement acquisition
and a revenue decline of 13%.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50 million to $100 million
in assets and $100 million to $500 million in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.


FIRST NATIONAL: Court Authorizes Cash Collateral Use Until May 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma has
approved a joint stipulation authorizing First National Bank I,
LLC, and First National Bank II, LLC, to use cash collateral
through May 31, 2011, entered into between the Debtors and secured
creditors Capmark Bank and Capmark CDF Subfund VI LLC.  The
Debtors are authorized to all of the expenses as set forth in a
budget as defined in the stipulation and in accordance with the
terms and conditions set forth in the stipulation.

As reported in the TCR on Oct. 26, 2010, the Lender asserts that
it is currently owed approximately $20,927,413, secured by the
Debtors' real property commonly known as the First National Center
and located at 120 N. Robinson Avenue in Oklahoma City, the
fixtures and personal property located at or on the Property, as
well as the Debtors' cash, which is derived primarily, if not
entirely, from rent received by the Debtors from their tenants.

According to the Debtors, the Lender is oversecured and adequately
protected by a significant equity cushion.  The current estimated
value of the Debtors' property is approximately $28 million.  The
current amount of the Lender's claim, even by the Lender's own
calculations, is approximately $20,927,413, plus other allowed
costs, charges, expenses and attorneys' fees (if any).  The Lender
is secured by an equity cushion of approximately 33%, which
constitutes clear adequate protection of a secured creditor's
interest in cash collateral, the Debtors said.  The Debtors stated
that the law is also clear that the preservation of the value of a
secured creditor's lien is sufficient to provide adequate
protection to a secured creditor when a debtor seeks to use cash
collateral.

                      About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I,
LLC, and First National Building II, LLC, from the Central
District of California to the Western District of Oklahoma.
Capmark Bank and Capmark CDF Subfund VI LLC, (together, the
"Lender"), made the request, and Judge Mund agreed to the venue
change.  Capmark is represented by H. Mark Mersel, Esq., at Bryan
Cave LLP in Irvine, Calif.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).

The Debtors are represented by Mark B. Toffoli, Esq., at Andrews
Davis, P.C., in Oklahoma City, Okla.


FOUR LIONS: Court Drops Case; Lender Plea for Conversion Denied
---------------------------------------------------------------
The Hon. Sara E. De Jesus Kellogg of the U.S. Bankruptcy Court for
the District of Puerto Rico dismissed, on May 11, 2011, the
Chapter 11 case of Four Lions Corp.

On May 13, the Court denied the Debtor's principal secured
creditor CPG/GS PR NPL, LLC's motion reconsider the case dismissal
and convert the Debtor's case to one under Chapter 7 of the
Bankruptcy Code.  The Court related that the motion does not
address the key reason for the dismissal and corporations must be
represented by counsel in the Court and Debtor were unable to
obtain new counsel after the disqualification of Alexis Fuentes
Hernandez, Esq.

San Juan, Puerto Rico-based Four Lions Corp. filed for Chapter 11
bankruptcy protection (Bankr. D. P.R. Case No. 11-00419) on
Jan. 24, 2011.  The Debtor tapped Alexis Fuentes Hernandez, Esq.,
at the Fuentes Law Offices, as counsel when it sought bankruptcy
protection.  The Debtor disclosed US$17,955,000 in assets and
US$39,206,291 in liabilities in its schedules.


FRAZER/EXTON: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Frazer/Exton Development, L.P.
        15 South Bacton Hill Road
        Malvern, PA 19355

Bankruptcy Case No.: 11-14041

Chapter 11 Petition Date: May 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Jennifer E. Cranston, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.com
                         jcranston@ciardilaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Daniel M. Sevick.

Debtor's List of 12 Largest Unsecured Creditors:

Entity                    Nature of Claim        Claim Amount
------                    ---------------        ------------
Sovereign Bank            15 S. Bacton Hill      $32,244,671
c/o James W. Hennesey,    Road
Esquire                   Frazer, PA- Loan
Dilworth Paxon
1500 Market St.,
Ste. 3500 E.
Philadelphia, PA 19102

Roskamp Management                               $3,415,707
Company, LLC
1226 North Tamiami Trail,
Ste. 301
Sarasota, FL 34236

East Whiteland Township                          $2,719,697
209 Conestoga Road
Frazer, PA 19355

Sustainable Resources Group                      $1,714,520
440 Creamery Way, Ste. 150
Exton, PA 19341

First National Bank of    15 South Bacton        $1,488,292
Chester County            Hill Road
9 North High Street       Frazer, PA
P.O. Box 523
West Chester, PA 19381

Citizens Bank             15 S. Bacton Hill      $1,424,745
International Division    Rd., Frazer, PA
20 Cabot Road
Medford, MA 02155

Chester Cty. Econ Dev.                           $1,250,000
Counsel
737 Constitution Drive
Exton, PA 19341

EPA-Hazardous Substance                          $1,164,814
Superfund
P.O. Box 979076
Saint Louis, MO 63197

Commonwealth of           15 S. Bacton Hill      $789,502
Pennsylvania Dep of       Rd., Frazer, PA
Community and Economic
Dev.
c/o MacElree Harvey, Ltd.
17 West Miner Street, P.O.
Box 660
West Chester, PA 19381

West Whiteland Township                          $549,143
101 Commercial Drive
Exton, PA 19341

Golden Associates                                $190,525

Philadephia Suburban                             $2,000
Water Company Aqua
Pennsylvania Inc.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
whiteland Village, Ltd.                11-14036   05/11/2011


FREESCALE SEMICONDUCTOR: Debt Burden Negatively Impacts IPO
-----------------------------------------------------------
Therese Poletti, writing for MarketWatch, reports that Freescale
Semiconductor Inc. priced its IPO at $18, which was below its
projected price range of $22 to $24.  According to MarketWatch,
while Freescale shares picked up about 5% in gains from the
opening price by midday, it still took in about 25% less than the
high end of its initially proposed range.  MarketWatch says
investors were likely deterred by its hefty debt burden of $7.6
billion (plus capital lease obligations), which is a very large
sum for a capital-intensive business like semiconductors.

Moreover, MarketWatch points out, the funds raised were not aimed
for growing the business, but rather alleviating some of the debt
load.  Post-IPO, according to MarketWatch, Freescale still expects
its adjusted debt to be around $6.5 billion.

                   About Freescale Semiconductor

Freescale Semiconductor, Inc., with headquarters in Austin, Texas,
designs and manufactures embedded semiconductors for the
automotive, networking, industrial and consumer markets.  Revenues
and EBITDA (Moody's adjusted) for the 12 months ended December 31,
2010, were $4.4 billion and $1.0 billion, respectively.

Freescale was spun out of Motorola and went public in 2004, but in
2006, it went private in a $17.6 billion private-equity deal led
by the Blackstone Group.

                           *     *     *

As reported by the Troubled Company Reporter on May 3, 2011, Fitch
Ratings affirmed Freescale's Issuer Default Rating at 'CCC'.
According to a Fitch report, Freescale's liquidity as of April 1,
2011, consisted of: i) roughly $1.0 billion of cash and
equivalents and ii) roughly $58 million of remaining availability
under a $590 million senior secured RCF due Dec. 1, 2012.  Total
debt was roughly $7.6 billion as of April 1, 2011.


GABLES SQUARE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gables Square Twelve Nine LLC
        13615 S. Dixie Highway, Suite 114-513
        Miami, FL 33176

Bankruptcy Case No.: 11-24202

Chapter 11 Petition Date: May 24, 2011

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

Judge: A. Jay Cristol

Debtor's Counsel: Ronald G. Neiwirth, Esq.
                  FOWLER WHITE BURNETT, P.A.
                  1395 Brickell Avenue, 14 Floor
                  Miami, FL 33131
                  Tel: (305) 789-9200
                  E-mail: rgn@fowler-white.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-24202.pdf

The petition was signed by Oscar Vega, manager.


GEOS COMMUNICATIONS: Incurs $2.49-Mil. First Quarter Net Loss
-------------------------------------------------------------
Geos Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.49 million on $24,122 of net revenue for the three
months ended March 31, 2011, compared with a net loss of $2.98
million on $11,814 of net revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$6.52 million in total assets, $16.32 million in total
liabilities, $4.19 million in Series F convertible preferred
shares, $5.13 million in Series I convertible preferred shares,
and a $19.13 million total stockholders' deficit.

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

                        http://is.gd/iompvN

                     About Geos Communications

Southlake, Tex.-based Geos Communications, Inc.'s primary
activities are as the operator of, and developer and distributor
of mobile content and services through its two subsidiaries
Shoot-It! LLC and D Mobile, Inc.

The Company reported a net loss of $12.40 million on $82,545 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $12.55 million on $0 of net revenue during the prior year.

BDO USA, LLP, in Dallas, Texas, expressed substantial doubt about
its ability to continue as a going concern following the 2010
results.  The independent auditors noted that Geos Communications
has not generated positive cash flows from operations and has
accumulated losses since inception.


GINDANNA CORP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Gindanna Corp
        297 Route 34
        Colts Neck, NJ 07722

Bankruptcy Case No.: 11-25914

Chapter 11 Petition Date: May 23, 2011

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Jules L. Rossi, Esq.
                  LAW OFFICE OF JULES L. ROSSI
                  208 Main Street
                  Asbury Park, NJ 07712
                  Tel: (732) 774-5520
                  Fax: (732) 744-5870
                  E-mail: jlrbk423@aol.com

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

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

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

The petition was signed by Robert Vaccaro, president.


GLOBAL CROSSING: Moody's Concludes Review; Confirms All Ratings
----------------------------------------------------------------
Moody's Investors Service concluded its review on Global Crossing
Limited and Global Crossing UK Limited by confirming all ratings.
On April 11, 2011 GCL announced that it has agreed to be acquired
by Level 3 Communications Inc. (Level 3) in a share exchange
transaction. On May 25, Level 3 launched a new $500 million senior
unsecured 8-year note offering. The net proceeds with cash on hand
will be used refinance existing indebtedness of Global Crossing at
closing.

Moody's also notes that Level 3 has indicated that it will seek to
refinance all outstanding GCL debt at closing, and has obtained
aggregate commitments of $1.75 billion in bridge financing to
augment its cash balances. Therefore, Moody's believes that GCL's
existing debt will be either repaid in full if the acquisition
closes or will remain outstanding as is, if the acquisition does
not close. Thus, the possible rating movement of the debt is
limited to these two outcomes.

Pending normal regulatory and shareholder approvals, the
transaction is expected to close by year-end. Global Crossing's
financial profile is more conservative than Level 3's (4.5x
Debt/EBITDA vs. 7.8x Debt/EBITDA (all quoted metrics incorporate
Moody's standard adjustments)), but its margins are weaker (17%
vs. 27%). Pre-synergies, the transaction is margin-positive on a
consolidated basis (approximately 23%), but negative from a
consolidated leverage perspective (to approximately 6.5x) when
compared to Global Crossing's stand-alone position.

Outlook Actions:

   Issuer: Global Crossing Ltd.

   -- Outlook, Changed to Stable from Rating Under Review

   -- Probability of Default Rating, confirmed at B3 from on
      Review Direction Uncertain

   -- Corporate Family Rating, confirmed at B3 from on Review
      Direction Uncertain

   -- Senior Secured Regular Bond/Debenture, confirmed at B2
      (LGD3, 33%) from on Review Direction Uncertain,

   -- Senior Unsecured Regular Bond/Debenture, confirmed at Caa2
      (LGD5, 84%) from on Review Direction Uncertain

   Issuer: Global Crossing UK Telecommunications Ltd.

   -- Outlook, Changed to Stable from Rating Under Review

   -- Probability of Default Rating, confirmed at B3 from on
      Review Direction Uncertain

   -- Corporate Family Rating, confirmed at B3 from on Review
      Direction Uncertain

   Issuer: Global Crossing UK Finance plc

   -- Senior Secured Regular Bond/Debenture, confirmed at B3
      (LGD4, 63%) from on Review Direction Uncertain,

RATINGS RATIONALE

Absent the Level 3 acquisition, Global Crossing's B3 ratings are
influenced primarily by the company's participation in a highly
competitive telecommunications arena, its relatively poor EBITDA
margins, limited free cash generation, and significant debt load.
The business combination implies relatively weak interest coverage
and debt repayment capacity. The rating also accounts for the
company's unique network footprint and solid Internet Protocol
(IP) product offering together with the expectation that demand
for IP-based broadband capacity will continue to grow and cause
the company's cash flow stream to expand.

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

Headquartered in Hamilton, Bermuda and with administrative offices
in Florham Park, New Jersey, Global Crossing Limited (Global
Crossing) offers Internet Protocol (IP) and legacy
telecommunications services in most major business centers in the
world.

The ratings discussed herein are in the name of Global Crossing
Limited. Global Crossing's wholly-owned subsidiary, Global
Crossing (UK) Finance plc is rated as a discrete but related
entity since its financing arrangements substantially "ring fence"
its cash flow and assets.


GRAPEVINE INDUSTRIAL: Moody's Cuts Sr. Sec. Debt Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service downgraded the senior secured debt of
Cargo Acquisition Companies Obligated Group (Cargo or the Group)
to Ba2 from Ba1 and the junior debt to Ba3 from Ba2 and placed the
ratings under review for possible further downgrade.

Debt List:

(1) $5,420,000 Senior Bonds, 2002 series, 6.5% coupon due
     01/01/2024

(2) $2,355,000 Senior bonds, 2003 series, 5.75% coupon due
     01/01/2032

(3) $16,190,000 Senior bonds, 2002 series, 6.375% coupon due
     01/01/2023

(4) $3,295,000 Senior bonds, 2002 series, 6.25% coupon due
     01/01/2030

(5) $18,885,000 Senior bonds, 2003 series, 5.75% coupon due
     01/01/2032

(6) $8,595,000 Senior bonds, 2002 series, 6.5% coupon due
     01/01/2025

(7) $4,280,000 Junior bonds, 2002 series, 7.50% coupon, due
     01/01/2025

(8) $5,380,000 Senior bonds, 2002 series, 6.65% coupon, due
     01/01/2025

(9) $4,570,000 Senior bonds, 2002 series, 6.25% coupon, due
     01/01/2030

(10) $1,430,000 Senior bonds, 2003 series, 5.75% coupon, due
     01/01/2023

(11) $3,410,000 Junior bonds, 2003 series, 6.75% coupon, due
     01/01/2023

(12) $7,395,000 Junior Bonds, 2003 series, 6.75% coupon, due
     01/01/2032

(13) $1,050,000 Senior Bond, 2002 series, 6.25% coupon, due
     01/01/2019

(14) $10,290,000 Junior bond, 2002 series, 7.50% coupon, due
     01/01/2025

(15) $6,960,000 Senior bonds, 2003 series, 7.125% coupon, due
     01/01/2016

(16) $13,975,000 Senior Bonds, 2002 series, 6.125% coupon, due
     01/01/2032

(17) $6,005,000 Junior Bonds, 2002 series, 7.25% coupon due
     01/01/2032

RATINGS RATIONALE

The downgrades reflect primarily Moody's concerns about the
continued deterioration in the aggregate vacancy rate at the
Group's airport facilities and lack of improvement in the
company's revenue line in spite of a strengthening US economy.
These trends are symptomatic of continued weakness in the domestic
air cargo business and of continued competition from trucking. As
a result, Cargo is exhibiting a continuous weakening of its key
credit metrics. In particular, vacancy rates at several Cargo
facilities continue to increase and overall the vacancy rate is
now at 31% for the Group up from 22% in the summer of 2009. The
impact of this weakened performance on credit metrics has been
material, with a consolidated debt service coverage ratio (DSCR)
of 1.24x and senior DSCR of 1.65x as at March 31, 2011. These
metric levels are significantly below the expected metrics at the
time of the rating assignment and very close to the minimums
required for permitted distributions to be stopped (1.2x for the
consolidated DSCR and 1.4x for the senior DSCR). Stopping
distributions would help preserve cash and Moody's notes the
presence of a one year funded debt service reserve fund. Together,
these features should help Cargo put in place its plan to attract
new tenants to its facilities and benefit from any turnaround in
the industry. However, Cargo only has a limited time available
before debt service requirements start increasing which will need
increased revenues in order to be serviced.

The ratings will remain under review for possible downgrade given
the expectation that a turnaround in vacancy rates and metrics is
not yet in evidence and further deterioration is possible in the
short to medium term.

Conversely the rating could improve or the review for possible
downgrade could be removed if there is material progress towards
an aggregate vacancy rate of less than 23% (on a consolidated
buildings, offices and ramps basis) and if DSCR's are improving on
a sustained basis back to the levels expected when the ratings
were first assigned (1.95x (Senior) and 1.45x (Total)).

The last rating action was on November 19, 2010 when the ratings
of the debt issued by the Group were downgraded and the outlook
remained negative.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.

Cargo Acquisition Companies Obligated Group is comprised of
fourteen entities (each a member) that are wholly-owned
subsidiaries of Cargo Acquisition Company, a 100% subsidiary of
CalEast Air Cargo, LLC. Each of the Group's member was formed for
the purpose of developing and operating air cargo facilities.
Aeroterm US, Inc. serves as property and development manager at
each of the properties.


GRAYMARK HEALTHCARE: Posts $1.9 Million Net Loss in Q1 2011
-----------------------------------------------------------
Graymark Healthcare, Inc., filed filed its quarterly report on
Form 10-Q, reporting a net loss of $1.9 million on $4.7 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $1.5 million on $5.9 million of revenues for the
same period last year.

The Company's balance sheet at March 31, 2011, showed
$26.8 million in total assets, $28.5 million in total liabilities,
and a stockholders' deficit of $1.7 million.

As reported in the TCR on April 5, 2011, Eide Bailly LLP, in
Greenwood Village, Colo., expressed substantial doubt about
Graymark Healthcare's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered significant losses from
operations, anticipates additional losses in the next year and has
insufficient working capital as of Dec. 31, 2010, to fund the
anticipated losses.

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

                       http://is.gd/Xyv0nZ

Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ:
GRMH) -- http://www.graymarkhealthcare.com/-- is one of the
largest providers of care management solutions to the sleep
disorder market based on number of independent sleep care centers
and hospital sleep diagnostic programs operated in the United
States.


GREAT ATLANTIC: Wants Lease Decision Period Beyond July 10
----------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., ask the
U.S. Bankruptcy Court for the Southern District of New York to:

   -- approve agreements extending the deadline to assume or
      reject unexpired leases of nonresidential real property; and

   -- to waive preference claims against lessors as consideration
      for the lessors' written agreement.

The Debtors set a May 31, 2011, hearing, to consider their
requests relating to the lease decision.

The Court previously extended the Debtors' deadline until July 10,
to assume or reject unexpired leases of nonresidential real
property.

The Debtors relate that they wish to waive potential claims or
causes of action against landlords as an inducement to receive an
extension of the July 10 deadline.

The Debtors say they need additional time to complete the review,
analysis, and ultimate treatment of these assets.

The Debtors consensual agreements provide for these extension
procedures:

   a) Extension Notice: The Debtors will cause a notice to be
      filed with the Court, which extension notice will identify:

      (i) the applicable store or lease number;
     (ii) the address of the property in question;
    (iii) the Lessor; and
     (iv) the proposed extension of the deadline.

   b) Service of Extension Notice: The Debtors will cause the
      Extension Notice to be served by email and/or overnight
      delivery.

   c) Objection Procedures: Parties objecting to a proposed
      extension must file and serve a written objection so that
      the objection is filed with the Court and actually received
      by the Extension Service Parties and the Debtors on or
      within five business days after the Extension Notice is
      served.

   d) Event of No Objection: Absent an objection being filed and
      served on or within five (5) business days of the date the
      Debtors serve an Extension Notice, the proposed Extension
      Date will, without further notice, hearing, or order of the
      Court, be the date by which the Debtors must assume or
      reject the applicable lease in accordance with section
      365(d)(4)(B)(ii) of the Bankruptcy Code absent further
      agreement between the Debtors and the applicable Lessor.

   e) Unresolved Objections: If an objection to a proposed
      extension is timely filed and not withdrawn or resolved, the
      Debtors will cause a notice for a hearing to be filed and
      served on the Extension Service Parties to consider the
      extension to which such objection relates.  If the objection
      is overruled or withdrawn, such extension will be approved
      to the extent provided by the Court.

                  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.
Great Atlantic disclosed $1,056,647,047 in assets and
$1,530,799,654 in liabilities as of the Chapter 11 filing.

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.


H & R GRENVILLE: Case Summary & Creditors Lists
-----------------------------------------------
Debtor: H & R Grenville Fine Dining, Inc.
          aka The Grenville Hotel & Restaurant
        345 Main Avenue
        Bay Head, NJ 08742-4735

Bankruptcy Case No.: 11-25959

Chapter 11 Petition Date: May 23, 2011

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

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  E-mail: tneumann@bnfsbankruptcy.com

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
H & R Grenville Hotel, LLC            11-25960            05/23/11
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Harry Typaldos, president.

A list of H & R Grenville Fine Dining's 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/njb11-25959.pdf


HAMILTON CROSSING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hamilton Crossing Animal Hospital, P.C.
        3101 State Road 32 East
        Westfield, IN 46074

Bankruptcy Case No.: 11-06621

Chapter 11 Petition Date: May 24, 2011

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

Judge: James K. Coachys

Debtor's Counsel: Thomas B. O'Farrell, Esq.
                  MCCLURE & O'FARRELL
                  P.O. Box 45
                  Westfield, IN 46074
                  Tel: (317) 867-4131
                  E-mail: ecf@mcclureofarrell.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/insb11-06621.pdf

The petition was signed by Eric D. Frazer, president.


HARRY & DAVID: Court OKs Lowenstein as Committee Counsel
--------------------------------------------------------
Bankruptcy Judge Mary F. Walrath has approved the request of the
official committee unsecured creditors in Harry & David Holdings,
Inc.'s case to retain Lowenstein Sandler PC as counsel for the
Committee.

Kenneth A. Rosen, chair of the Bankruptcy, Financial
Reorganization & Creditors' Rights Group is leading the Lowenstein
Sandler team, which includes partner Sharon L. Levine, counsel
Thomas A. Pitta, and associate Nicole Stefanelli.

An AmLaw 200 firm with approximately 255 attorneys, Lowenstein
Sandler represents public and private companies, financial
institutions, investors, entrepreneurs, universities, and private
clients in corporate and litigation matters throughout the
country.

                        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.


HCA INC: Moody's Upgrades CFR to B1; Outlook to Stable
------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of HCA Inc. (HCA) to B1 from B2.
Certain of HCA's debt instruments were also upgraded along with
the Corporate Family Rating, including the senior secured first
lien bank debt and bonds, the senior unsecured notes at HCA Inc.
and the recently issued Holding company notes. The outlook for the
ratings was revised to stable from positive. Concurrently, Moody's
affirmed HCA's Speculative Grade Liquidity Rating of SGL-2.

Ratings upgraded:

   -- Corporate Family Rating, to B1 from B2

   -- Probability of Default Rating, to B1 from B2

   -- ABL revolver expiring 2012, to Ba1 (LGD 1, 1%) from Ba2 (LGD
      2, 12%)

   -- Revolving credit facility expiring 2015, to Ba2 (LGD 2, 27%)
      from Ba3 (LGD 3, 32%)

   -- Senior secured term loan A-1 due 2012, to Ba2 (LGD 2, 27%)
      from Ba3 (LGD 3, 32%)

   -- Senior secured term loan B-1 due 2013, to Ba2 (LGD 2, 27%)
      from Ba3 (LGD 3, 32%)

   -- Senior secured term loan B-2 due 2017, to Ba2 (LGD 2, 27%)
      from Ba3 (LGD 3, 32%)

   -- Euro term loan due 2013, to Ba2 (LGD 2, 27%) from Ba3 (LGD
      2, 23%)

   -- $1,500 million first lien secured notes due 2019, to Ba2
      (LGD 2, 27%) from Ba3 (LGD 3, 32%)

   -- $1,250 million first lien secured notes due 2020, to Ba2
      (LGD 2, 27%) from Ba3 (LGD 3, 32%)

   -- $1,400 million first lien secured notes due 2020, to Ba2
      (LGD 2, 27%) from Ba3 (LGD 3, 32%)

   -- Senior unsecured notes (various), to B3 (LGD 5, 88%) from
      Caa1 (LGD 5, 88%)

   -- Senior unsecured HoldCo notes due 2021, to B3 (LGD 6, 95%)
      from Caa1 (LGD 6, 96%)

Ratings affirmed/LGD assessments revised:

   -- Speculative Grade Liquidity Rating, SGL-2

   -- $1,000 million second lien notes due 2014, to B2 (LGD 4,
      65%) from B2 (LGD 4, 56%) (rating to be withdrawn at
      completion of the current call)

   -- $3,200 million second lien notes due 2016, to B2 (LGD 4,
      65%) from B2 (LGD 4, 56%)

   -- $310 million second lien notes due 2017, to B2 (LGD 4, 65%)
      from B2 (LGD 4, 56%)

   -- $1,500 million second lien PIK notes due 2016, to B2 (LGD 4,
      65%) from B2 (LGD 4, 56%)

Ratings assigned:

   -- Senior secured term loan A-2 due 2016, Ba2 (LGD 2, 27%)

   -- Senior secured term loan B-3 due 2018, Ba2 (LGD 2, 27%)

RATINGS RATIONALE

"The upgrade of HCA's rating reflects the considerable progress
the company has made in improving financial metrics and managing
the company's maturity profile since the November 2006 LBO," said
Dean Diaz, a Moody's Senior Credit Officer. "While the funding of
distributions to shareholders at the end of 2010 increased debt
levels, the growth in EBITDA and debt repayment since the LBO have
improved leverage metrics considerably from the high levels seen
just after the company went private," continued Diaz.

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, the company still has large maturities due in future
periods, although the most significant obligations now come due in
the 2016 time frame. The ratings also reflect Moody's
consideration of HCA's scale and position as the largest for-
profit hospital operator, which should aid in providing access to
resources needed in adapting to changes in the sector brought on
by healthcare reform legislation and the company's ability to
weather industry pressures. Finally, the rating incorporates
Moody's expectation that the company will take a more conservative
approach to the use of additional debt for shareholder initiatives
and continue to improve credit metrics through both EBITDA growth
and debt repayment.

The stable rating outlook reflects Moody's expectation that HCA
can continue to offset industry pressures, such as increasing bad
debt expense and weak volumes, and realize solid earnings growth.
Moody's anticipates that HCA's significant scale and considerable
market presence will continue to help diversify risks and that
further focus on cost containment should preserve margin
performance and provide a strong basis for the company to benefit
from a broader economic recovery. The outlook also reflect Moody's
expectation that HCA will maintain a good liquidity profile with
solid cash flow generation and sufficient availability under the
revolving credit facilities.

Given the continuing private equity sponsorship of HCA, Moody's
would have to become more comfortable that the company will
maintain a conservative financial profile, consistent with that
expected of the Ba3 rating, prior to it considering an upgrade of
the rating to that level. Additionally, Moody's would have to
expect a continuation of positive operating trends such that the
company is able to grow earnings or repay debt so that free cash
flow to debt reaches a sustainable level above 5% and leverage is
maintained below 4.5 times.

If the company experiences a deterioration of operating trends,
for example, negative trends in same-facility adjusted admissions
or same-facility revenue per adjusted admission, Moody's could
downgrade the rating. Additionally, Moody's could downgrade the
ratings if the company were to incur additional debt to fund
shareholder distributions or acquisitions so that it expects
adjusted leverage to be sustained at or above 5.0 times.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 163 hospitals and 107
freestanding surgery centers (including seven hospitals and nine
freestanding surgery centers that are accounted for using the
equity method) as of March 31, 2011. For the twelve months ended
March 31, 2011, the company recognized revenue in excess of $31
billion.

The principal methodology used in rating HCA was the Global For-
Profit Hospital Industry Methodology, published September 2008.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


HEARUSA INC: CRO Hiring Approved on Interim Basis
-------------------------------------------------
The Bankruptcy Court issued an interim order authorizing HearUSA,
Inc., to employ Development Specialists, Inc. as restructuring
advisors and Joseph J. Luzinski as Chief Restructuring Officer.

Mr. Luzinski and DSI will collaborate with the Debtor's senior
management team and other professionals, and assist the Debtor in
evaluating and implementing strategic and tactical options through
the restructuring process.  Mr. Luzinski is a senior vice
president at DSI and heads the firm's Miami office.

Mr. Luzinski's track record includes CRO roles at Clore Automotive
LLC, and Pan Am Liquidating Corporation, the post-confirmation
Chapter 11 debtor of Pan America Airways Florida.  Mr. Luzinski
also took lead role in DSI's administration of the Ebbers Asset
Trust, which was established to liquidate the assets of former
WorldCom CEO, Bernard Ebbers, for the benefit of litigation
creditors.

The Debtor's board of directors approved the appointment of Mr.
Luzinski as CRO effective May 10 and he has functioned in that
capacity since that time.

The DSI team who will primarily work on the Debtor's case and
their hourly rates are:

          Joseph J. Luzinski            $525 per hour
          Yale S. Bogen                 $395 per hour
          Daniel J. Stermer             $395 per hour
          William G. King               $385 per hour

The hourly rates for other DSI consultants are:

          Senior consultants            $455-$625 per hour
          Consultants                   $265-$450 per hour
          Junior consultants            $155-$260 per hour

Mr. Luzinski attests that his firm does not represent any adverse
interest in the Debtor and is not a "creditor" of the Debtor
within the meaning of Sec. 101(10) of the Bankruptcy Code.  DSI is
also a "disinterested person" as that term is defined in Sec.
101(14).

A final hearing on the request is slated for June 6, 2011, at
11:00 a.m.

DSI may be reached at:

          Joseph J. Luzinski
          Chief Restructuring Officer
          DEVELOPMENT SPECIALISTS INC
          200 South Biscayne Blvd., Suite 1818
          Miami, FL 33131
          E-mail: jluzinski@dsi.biz
                  vbogen@dsi.biz

                           About HearUSA

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


HEARUSA INC: Has Interim OK to Hire Berger Singerman as Counsel
---------------------------------------------------------------
HearUSA, Inc., sought and obtained Bankruptcy Court permission to
employ, on an interim basis, Berger Singerman, P.A. as its
counsel:

A final hearing on the request is slated for June 6, 2011, at
11:00 a.m.

Paul Steven Singerman, Esq., an attorney and shareholder at the
firm, disclosed that his firm represent creditors and other
parties-in-interest in matters unrelated to the Debtor's case.  He
attests that his firm does not represent any interest adverse to
the Debtor, and is a "disinterested person" as that term is
defined in Sec. 101(14) of the Bankruptcy Code.

On March 23, 2011, Berger Singerman received a $25,000 initial
retainer from the Debtor.  Since that time, the firm has received
roughly $300,000 for prepetition services rendered.

On May 13, 2011, the firm received $200,000, this time as
bankruptcy retainer.

The firm's attorneys who will primarily work on the Debtor's case
and their hourly rates are:

          Paul Steven Singerman, Esq.   $595 per hour
          Brian Gart, Esq.              $590 per hour
          Associate attorneys           $425-450 per hour
          Legal assistants and
            Paralegals                  $75-$195 per hour

                           About HearUSA

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


HEARUSA INC: Taps Trustee Services Inc. as Claims Agent
-------------------------------------------------------
HearUSA, Inc., expects there will be over 25,000 parties to which
notice of its bankruptcy case will be provided as well as notice
of various deadlines and key events occurring in the case.  The
Debtor also expects there will be a multitude of proofs of claim
filed in the case.  In this regard, the Debtor sought and obtained
Bankruptcy Court permission to employ Trustee Services, Inc., as
its notice, claims and balloting claims agent.

TSI's consulting fees are:

          Principal                           $250 per hour
          Senior consultants                  $135-$175 per hour
          Junior consultants                   $70-$130 per hour
          Clerical/administrative              $55 per hour
          Technology/programming consultant   $125 per hour

Kenneth A. Welt, president of TSI, has served as panel trustee in
various bankruptcy cases.

Mr. Welt attests that his firm is a "disinterested person" as the
term is defined under Section 101(14), as modified by Section
1107(b), of the Bankruptcy Code.

TSI may be reached at:

          Trustee Services Inc.
          8255 West Sunrise Blvd. - #177
          Plantation, FL 33322, USA
          Tel: (954) 889-3403
          Fax: (866) 625-6136
          E-mail: kaw@kawpa.com

                           About HearUSA

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


HENRY COUNTY BANCSHARES: Incurs $870,000 1st Quarter Net Loss
-------------------------------------------------------------
Henry County Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $870,000 on $4.44 million of total interest income for
the three months ended March 31, 2011, compared with net income of
$4.16 million on $5.68 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$574.87 million in total assets, $560.11 million in total
liabilities, and $14.76 million in total stockholders' equity.

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

                        http://is.gd/UhA5bm

                        About Henry County

Stockbridge, Georgia-based Henry County Bancshares, Inc., is a
Georgia business corporation which operates as a bank holding
company.  The Company was incorporated on June 22, 1982, for the
purpose of reorganizing The First State Bank to operate within a
holding company structure.  The Bank is a wholly owned subsidiary
of the Company.

The Company's principal activities consist of owning and
supervising the Bank, which engages in a full service commercial
and consumer banking business, as well as a variety of deposit
services provided to its customers.  Until Dec. 15, 2009, when it
suspended operations, the Company also conducted mortgage-lending
operations through the Bank's wholly owned subsidiary, First Metro
Mortgage Company.  First Metro provided the Bank's customers with
a wide range of mortgage banking services and products in the same
primary market area as the Bank.

As reported by the TCR on April 6, 2011, Mauldin & Jenkins, LLC,
in Atlanta, Ga., expressed substantial doubt about Henry County
Bancshares' ability to continue as a going concern.  The
independent auditors noted that the Company as suffered
significant losses from operations due to the economic downturn,
which has resulted in declining levels of capital.

The Company reported a net loss of $6.7 million on $10.0 million
of net interest income for 2010, compared with a net loss of
$36.6 million on $6.6 million of net interest income for 2009.

Other operating income was $3.9 million for 2010, compared with
$2.6 million for 2009.


HFR INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: HFR Investments I, LLC.
        145 Park Lane, Suite 100
        Moorpark, CA 93021

Bankruptcy Case No.: 11-12412

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Philip D. Dapeer, Esq.
                  PHILIP D. DAPEER, A LAW CORPORATION
                  2625 Townsgate Road, Suite 330
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144
                  Fax: (323) 954-0457
                  E-mail: PhilipDapeer@AOL.com

Scheduled Assets: $5,382,000

Scheduled Debts: $3,745,532

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-12412.pdf

The petition was signed by Helen Rabano, member and manager.


HIGHVIEW POINT: Consenting to Dismissal of Chapter 11
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Highview Point Partners LLC gave up the idea of
trying to reorganize and is consenting to the dismissal of the
Chapter 11 petition filed May 6, the company said in a court
filing.  Highview is under investigation by the Securities and
Exchange Commission with regard to involvement in a suspected
Ponzi scheme involving Kenwood Capital Management LLC, according
to Mr. Rochelle.

According to the report, the receiver for Kenwood had filed a
motion to dismiss the Highview case.  The Kenwood receiver
contends the Highview Chapter 11 filing was a bad-faith attempt to
preclude him from taking over Highview. The receiver said
principals of Highview have been under investigation by the SEC
and the U.S. Attorney in Connecticut.  In response, Highview hoped
to fend off dismissal by hiring Louis J. Freeh as its chief
restructuring officer.  Mr. Freeh was a U.S. District Judge before
being appointed Director of the FBI under President Bill Clinton.

Mr. Rochelle notes that Highview agreed to dismissal after a
status conference with the bankruptcy judge on May 24 where court
set down the receiver's dismissal motion for hearing June 3.

The receiver said principals of Highview have been under
investigation by the SEC and the U.S. Attorney in Connecticut, Mr.
Rochelle adds.

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) 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.


HSRE-CDS I: Hires DLA Piper as Bankruptcy Counsel
-------------------------------------------------
HSRE-CDS I, LLC, asks the U.S. Bankruptcy Court for the District
of Delaware for authority to employ DLA Piper LLP as bankruptcy
counsel.

The Debtors need DLA Piper to perform these services:

   -- advising the Debtor of its rights, powers and duties as
      debtor and debtor in possession while operating and
      managing its business and properties under chapter 11
      of the Bankruptcy Code;

   -- preparing on behalf of the Debtor all necessary and
      appropriate applications, motions, proposed orders,
      other pleading, notices, schedules and other documents,
      reviewing all financial and other reports to be filed
      in these Bankruptcy Cases;

   -- advising the Debtor concerning, and preparing responses
      to, applications, motions, other pleadings, notices
      and other papers that may be filed by other parties
      in these Bankruptcy Cases; and

   -- advising the Debtor with respect to, and assisting in
      the negotiation and documentation of, financing
      agreements and relates transactions.

DLA Piper intends to:

   (a) charge for its legal services on an hourly basis in
       accordance with its ordinary and customary hourly
       rates in effect on the date the services are rendered;

   (b) seek reimbursement of actual and necessary out-of-pocket
       expenses.

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

                         About HSRE-CDS I

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.  It
is a partnership between campus-housing operator Collegiate
Management Group and private equity firm Harrison Street Real
Estate Capital LLC.

HSRE-CDS I filed for Chapter 11 protection (Bankr. D. Del. Case
No. 11-10972) on March 31, 2011.  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed assets of 1,256,241 plus
unknown and liabilities of $22,878,499 as of the Chapter 11
filing.


IA GLOBAL: Amends Credit Transaction with Ascendiant Capital
------------------------------------------------------------
IA Global, Inc., entered into a Securities Purchase Agreement with
Ascendiant Capital Group, LLC, on Sep. 29, 2009, pursuant to which
Ascendiant agreed to purchase up to $5,000,000 worth of shares of
the Company's common stock from time to time over a 24-month
period, provided that certain conditions are met.  The financing
arrangement entered into by IA Global and Ascendiant is commonly
referred to as an "equity line of credit" or an "equity drawdown
facility."

On May 17, 2011, the Company entered into an Amendment to the
Equity Line of Credit whereby the $1 million minimum use of
facility was waived by Ascendiant.

The Amendment to the Equity Line of Credit will be included as
exhibits to the Form 10-Q for the three months ended June 30,
2011.

                          About IA Global

San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions.  The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices.  The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.

The Company's balance sheet at Dec. 31, 2010 showed $21.51 million
in total assets, $19.14 million in total liabilities and $2.37
million in total stockholders' equity.

As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.


INTERNATIONAL GARDEN: Inks Deal With Panel to Resolve Disputes
--------------------------------------------------------------
International Garden Products, Inc., and its debtor affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to approve
a settlement they entered into with the Official Committee of
Unsecured Creditors.

The settlement resolves certain disputes, objections and issues in
the Debtors' cases including with respect to the Debtors' motion
to sell all or substantially all of their assets and the Debtors'
motion for authority to implement a key employee incentive plan to
incentivize certain critical employees whose continued service is
particularly important to the sale of the Debtors' assets.

The Committee formally objected to the KEIP Motion and to approval
of the KEIP.  In addition, through its involvement with the sale
process, the Committee expressed concerns about any potential Sale
that would provide recoveries in the Debtors' cases only for their
senior secured pre- and postpetition lenders, and not for general
unsecured creditors.  The Committee accordingly reserved its
rights to object to the Sale and the Debtors' Sale Motion if a
consensual resolution could not be reached.

In light of disagreements among the parties, the Debtors, the
Committee, the Lenders, and IGP Acquisition LLC, the Stalking
Horse Purchaser, engaged in extensive negotiations regarding the
Sale, the KEIP, distributions to general unsecured creditors, and
the ultimate resolution of the Debtors' Cases.

The settlement provides, among other things, that upon the closing
of a successful Sale, the Lenders will permit and direct the
Stalking Horse Purchaser or other buyer of the Debtors' assets to
make a payment of $300,000 from the Sale proceeds directly into a
segregated account for the sole benefit of the Debtors' general
unsecured creditors, as designated by the Committee, as a carve
out from the proceeds of the Lenders' collateral.  Neither the
Debtors nor their estates will have any interest in, or share in
any distribution of, the GUC Payment.  The GUC Payment will only
be made upon the closing of a Sale.  The Lenders will have no
obligation to make or provide for the GUC Payment to general
unsecured creditors absent the Buyer funding the GUC Payment at
the closing of a Sale transaction.

The Stalking Horse Purchaser also agreed that it will not pursue
any Chapter 5 actions purchased as part of the sale, and further
will not transfer its rights and interests in those actions to
third parties.  The Lenders agreed to waive and release any
potential deficiency claim and other claims they may have against
the Debtors beyond what they receive in proceeds from the Sale.

Following the closing of the Sale and the deposit of the GUC
Payment, the Debtors will file a motion seeking the dismissal of
their cases.

In exchange for the promises and commitments of the Debtors and
the Lenders, the Committee has agreed to support the Sale, the
Sale Motion, and the KEIP.

Eric S. Prezant, Esq., at Bryan Cave LLP, in Chicago, Illinois,
tells the Court that the settlement is advantageous to the
Debtors, their estates, creditors, and all parties-in-interest for
a number of reasons.  He cites that the settlement resolves
essentially all remaining issues among the parties, and it
provides a pathway for the ultimate conclusion of the Debtors'
Cases.  If the parties were to litigate the issues addressed in
the settlement, they would severely disrupt the anticipated Sale
and ongoing sale process and would hinder the Debtors' ability to
maximize value for all parties involved, he asserts.  The Debtors
assert that the settlement and related case resolution framework
should be approved in the best interests of the Debtors, their
estates and their creditors.

                       U.S. Trustee Objects

Roberta A. DeAngelis, United States Trustee for Region 3, objects
to the approval of the settlement complaining that the parties
have made no provision for the payment of unsecured priority
claims, which are senior in right of payment to general unsecured
claims.

Mark S. Kenney, Trial Attorney for the Office of the U.S. Trustee,
in Wilmington, Delaware, argues that the settlement is premised
upon the misguided argument that the Committee is entitled to sell
out an actual or potential sale objection for a cash payment to
general unsecured creditors.  The Committee's right under the
Bankruptcy Code to challenge a proposed sale under Section 363(b)
is not the Committee's personal property and, accordingly, that
right may not be liquidated for a cash payment, Mr. Kenney points
out.  Rather, he asserts, the Committee's right to challenge a
sale under section 363(b) inures to the benefit of the Debtors'
estates and, thus, are essentially analogous to estate property.

Therefore, it is presumptively unreasonable for the Committee's
constituency -- general unsecured creditors -- to receive a cash
payment ahead of creditors whose claims are senior in right, in
exchange for the settlement of rights that belong to, and are
exercised for the benefit of, the Debtors' estates, Mr. Kenney
further argues.

Granting the relief requested in the Motion opens the door to
unwieldy, costly sale processes where each and every party in
interest, regardless of whether it is out of the money -- indeed,
especially when it is out of the money -- is entitled to exact its
price for silence, the U.S. Trustee asserts.  Landlords, equity
security holders, and others may step forward and demand to be
paid not to object to the sale, the U.S. Trustee tells the Court.

                  Parties Respond to U.S. Trustee

The Committee, in a letter-brief filed with the court, pointed out
that the settlement it entered into with the Debtors, the Lenders
and the Stalking Horse Purchaser is similar to the settlements
entered into in the World Health Alternatives, Inc., and Sharper
Image Corporation bankruptcy cases.

Although general unsecured creditors will exclusively receive the
funds upon allowance of their claims, the GUC Payment is simply
not -- and never will be -- property of the Debtors' estates, and
thus, a conclusion is supported by the decisions in WHA and
Sharper Image, Jason C. DiBattista, Esq., at LeClairRyan, in
Newark, New Jersey, argues.

To the contrary, Mr. DiBattista asserts, the money is being
carved-out from the proceeds of the Lenders' collateral and being
transmitted from the Stalking Horse bidder to the Committee by
agreement of the Lenders.  As the court in WHA noted, a secured
creditor like the Lenders "[h]ave a right to dispose of its
property, including the right to share the proceeds subject to its
lien, with other creditors," he points out.  This is particularly
the case in the Debtors' given that, under the stalking horse bid,
the Lenders are under-secured by more than $20 million, he notes.

The Committee asserts that, unless the Motion is granted, only the
Lenders will receive any distribution in the Debtors' bankruptcy
cases as a result of the forthcoming sale.  The settlement
represents the only hope for any other creditors to receive a
distribution, the Committee tells the Court.

                    No Due Process to Creditors,
                       U.S. Trustee Asserts

The failure of due process in connection with the motion is
especially troubling, the U.S. Trustee complains, noting that some
priority creditors were not served with the Motion by the Debtors.
While the Court should give no weight to the absence of objection
from priority creditors in any event, the Court should deny the
Motion in its entirety for failure to give all priority creditors
notice and an opportunity to be heard, the U.S. Trustee asserts.

Mr. Kenney explains that the assets that the Debtors propose to
sell are property of their estates under Section 541(a) of the
Bankruptcy Code, subject to the lien rights of a secured lender.
He notes that regardless of how the Debtors, the Lenders, the
Committee and the asset purchaser attempt to structure the
transaction, all of the proceeds of the sale will also be property
of the Debtors' estates; they will remain property of the Debtors'
estates until distributed to creditors on account of their claims,
or until expended for the payment of administrative expenses.  The
legal status of estate assets is not altered by contractual
declarations to the contrary.  Until they are paid over to the
Lenders on account of their liens, any proceeds of the sale will
be merely the Lenders' collateral, not their property to dispose
of as they wish, he points out.  The Lenders, he says, are
certainly free to disclaim a portion of their collateral and leave
that portion in the estate for distribution to creditors in
accordance with the Bankruptcy Code's legislatively-mandated
priority scheme.  They are not free, however, to direct that their
disclaimed collateral be distributed in a manner other than that
expressly directed by Congress, he adds.

Sandeep Gupta, chief operating officer of the Debtors, argues that
none of the parties mentioned by the U.S. Trustee as not receiving
notice of the Motion hold priority claims against the Debtors.
Mr. Gupta tells the Court that, as of May 18, the Debtors are not
aware of any actual or potential priority creditor having filed an
objection to the Motion or having asserted any informal objection.
Accordingly, the Debtors ask the Court to approve the settlement.

                     About International Garden

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed
For Chapter 11 protection (Bankr. Lead Case No. 10-13207) on
Oct. 4, 2010.  International Garden estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell,
serves as bankruptcy counsel.  Bryan Cave LLP is the legal
counsel.  FTI Consulting is the restructuring advisor.  Garden
City Group is the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr.
D. Del. Case No. 10-13208), California Nursery Supply (Case No.
10-13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old
Skagit, Inc. (Case No. 10-13211).


J & Y FAMILY: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J & Y Family Corporation
          dba Sequim Chevron
        P.O. Box 2191
        Sequim, WA 98382

Bankruptcy Case No.: 11-16125

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $2,014,806

Scheduled Debts: $2,639,952

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wawb11-16125.pdf

The petition was signed by Jung Phil Choi, vice president.


JEFONICO HOLDINGS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Jefonico Holdings I, L.P.
        224 Penn Avenue
        Oxford, PA 19363

Bankruptcy Case No.: 11-20822

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Ronald J. Drescher, Esq.
                  DRESCHER & ASSOCIATES
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410) 484-9000
                  E-mail: ecf@drescherlaw.com

Scheduled Assets: $4,100,000

Scheduled Debts: $3,245,047

The petition was signed by Henry J. Ruffenbach, president of
Jefonico Group, Inc., general partner.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Daft McCune Walker, Inc.           Architectural/          $20,031
200 East Pennsylvania Avenue       Engineering
Towson, MD 21286


KORE ENTERTAINMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Kore Entertainment, Inc.
        1602 Alton Rd., Suite 630
        Miami Beach, FL 33139

Bankruptcy Case No.: 11-23946

Chapter 11 Petition Date: May 21, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Michael D Stewart, Esq.
                  THE LAW OFFICES OF MICHAEL D. STEWART
                  200 SE 1 St #701
                  Miami, FL 33131
                  Tel: (305) 590-8909
                  Fax: (305) 415-9920
                  E-mail: ms@themiamilaw.com

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

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

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

The petition was signed by Glenn Kofman, owner.


KURRANT MOBILE: Board OKs Designation of 1MM Series A Pref. Stock
-----------------------------------------------------------------
The Board of Directors of Kurrant Mobile Catering, Inc., approved
the designation of 1,000,000 shares of Series A preferred stock.
The Company filed an amendment to its articles of incorporation
designating that authorized 1,000,000 shares of preferred common
stock as Series A preferred stock.  Each share Series A preferred
stock is capable of being converted into one share of common stock
and has certain preferences with regards to liquidation and
dividends.  The Series A preferred stock has voting rights of
eighty votes per share of Series A preferred stock.

The Amendment will not affect the number of the Company's issued
and outstanding common shares.

A full-text copy of the Articles of Amendment is available for
free at http://is.gd/snxhlR

                       About Kurrant Mobile

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

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

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


LACK'S STORES: Has Until Aug. 15 to Propose Chapter 11 Plan
-----------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas, extended Lack's Stores, Incorporated, et al.'s
exclusive periods to file and solicit acceptances for the proposed
chapter 11 plan until Aug. 15, 2011, and Oct. 17, 2011
respectively.

The Debtors had requested for exclusivity extension until Sept.
13, and Nov. 14, 2011, respectively.

The Debtors related that they have a draft plan prepared, however,
the requested extension will save their estates significant
resources by avoiding possible premature confirmation litigation.

The Debtors added that the extension will also increase the
likelihood of a greater distribution to the Debtors' creditors by
facilitating an orderly, efficient, and cost-effective plan
process for the benefit of all stakeholders.

                      About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 10-60149) on Nov. 16,
2010.  The Debtor disclosed $182,023,008 in assets and
$136,813,103 in liabilities as of the Chapter 11 filing.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.

The Official Committee of Unsecured Creditors formed in the
Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin
Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac
Kenzie, Inc., is the financial advisor.


LACK'S STORES: Has Until Sept. 12 to Decide on Intercompany Leases
------------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas, extended Sept. 12, 2011, Lack's Stores,
Incorporated, et al.'s time to assume or reject unexpired leases
of nonresidential real property - intercompany leases.

The deadline by which the Debtors must assume or reject unexpired
leases of nonresidential real property is June 14.

The Debtors related that the additional time will enable them to
complete their marketing and negotiations regarding the properties
and permit them to make informed decisions in a manner consistent
with the their overall goals and the proper exercise of their
fiduciary duties.

                      About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 10-60149) on Nov. 16,
2010.  The Debtor disclosed $182,023,008 in assets and
$136,813,103 in liabilities as of the Chapter 11 filing.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.

The Official Committee of Unsecured Creditors formed in the
Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin
Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac
Kenzie, Inc., is the financial advisor.


LAX ROYAL: Wants Lease Decision Period Extended Beyond May 19
-------------------------------------------------------------
LAX Royal Airport Center, LP, asks the U.S. Bankruptcy Court for
the Central District of California to extend for 90 days after
May 19, 2011, the time in which the Debtor may reject executory
contracts and unexpired leases of real property.

The Debtor filed its request for an extension before the lease
decision period will expire on May 19.

The Debtor needs more time to discuss with the lessor to determine
the amount of the ground lease payment adjustment.   The Debtor
says that the ground lease is subject to a payment adjustment in
June 2011.

The Debtor relates that the ground lease is a material asset of
the bankruptcy estate and the proposed Chapter 11 plan would
become infeasible without the assumption of the ground lease.  The
plan also seek to assume the ground lease.

The Debtor adds that the requested extension will permit the
confirmation of its proposed chapter 11 plan.

The Debtor is represented by:

         Michael N. Sofris, Esq.
         Action Legal Team
         468 North Camden Drive, Suite 200
         Beverly Hills, CA 90210-4507
         Tel: (310) 229-4505

                 About LAX Royal Airport Center, LP

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-12333) on Jan. 19, 2011.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.
No request for the appointment of a trustee or examiner was made.


LEGENDS GAMING: Moody's Lowers Corporate Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service lowered Legends Gaming, LLC's ratings
including its Corporate Family Rating (CFR) to Caa2 from Caa1,
while placing all ratings under review for possible downgrade.

Ratings downgraded and placed under review for possible downgrade:

   -- Corporate Family Rating to Caa2 from Caa1

   -- Probability of Default Rating to Caa2 from Caa1

   -- $158.4 million senior secured first lien term loan due 2014
      to Caa1 (LGD3, 35%) from B2 (LGD2, 29%)

RATINGS RATIONALE

The rating downgrades reflect Legends' increasing default or debt
restructuring probability due to its weak operating performance
and eroding liquidity position. Weaker-than-expected operating
performance at the company's two DiamondJack casinos located in
Vicksburg, MS and Bossier City, LA has increased the company's
already-high financial leverage, which is expected to remain above
10x for at least the next twelve months. We expect that the
negative operating trend will persist into 2011 due to softness in
the overall economy and increased local competition, especially in
the Vicksburg market. The rating action also reflects Moody's
concerns regarding the closure of Legends' Vicksburg casino since
May 9, 2011 due to the record-level flood situation in Mississippi
River. Moody's believes that the closure could exacerbate Legends'
already weak liquidity position if the property remains closed for
an extended period and insurance proceeds do not arrive in time.

As of year end 2010, the company maintained a modest unrestricted
cash balance and does not have an external revolving credit
facility to backstop liquidity shortfalls. Additionally, the
cushion under the minimum EBITDA covenant in the company's credit
agreement has become tighter due to deteriorated EBITDA and will
tighten further in early 2012 due to a scheduled step-up, a hurdle
that Legends might have difficulty meeting given its weak
operating performance.

Moody's also lowered the estimate for the family recovery rate
under its Loss Given Default methodology to 45% from 50% to
reflect the expected lower recovery of the senior debt holders in
a distressed scenario using an estimated enterprise value based on
current run-rate operating performance. As a result, the
instrument debt rating was lowered by two notches to Caa1,
indicating possible impairment to the debt holders in case of a
debt restructuring or bankruptcy.

The review for possible further downgrade considers that, while
the company should be able recover some damages/losses from its
insurance coverage, the negotiated nature of the claims process
combined with the uncertainty of timing and amount of the receipts
of insurance proceeds make it difficult for Moody's to assume that
Legends will have sufficient liquidity to service its next
interest payment due in June 2011. The review also reflects
Moody's concern regarding the company's ability to reopen the
Vicksburg property on a timely basis and to restore its operations
at least to the pre-flood level taking into account the flood's
potentially negative longer-term impact on the local economy and
gaming demand.

Ratings could be further downgraded if Moody's comes to believe
that the company will not be able to make its end of June and
subsequent interest payments. In addition, the ratings could be
lowered if operating performance deteriorates further as the flood
impact lingers, exacerbating negative topline pressure.
Conversely, the rating could be confirmed at Caa2 should the
company be able to demonstrate its ability to service the debt for
the next 12 months and strengthen its liquidity profile.

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

Legends Gaming, LLC, ("Legends") headquartered in Las Vegas, NV,
currently owns and operates two gaming properties located in
Bossier City, LA and Vicksburg, MS under the DiamondJacks Casino
brand. For the twelve-month period ended December, 2010 the
company generated approximately $123 million in net revenues. The
company is private and does not publicly disclose financial data.


LEVEL 3: S&P Rates Unit's Senior Unsecured Notes at 'CCC
--------------------------------------------------------
Standard & Poor's Ratings assigned its 'CCC' issue-level rating
and '6' recovery rating to Level 3 Escrow Inc.'s proposed senior
unsecured notes due 2019, and immediately placed the issue-level
rating on CreditWatch with positive implications. Level 3 Escrow
is a newly formed direct subsidiary of Level 3 Financing Inc. and
an indirect subsidiary of Broomfield, Colo.-based Level 3
Communications Inc. (Level 3). Level 3 Escrow was created to
finance the company's proposed $3 billion acquisition of Global
Crossing Ltd.

The company intends to use proceeds from the new notes to replace
a portion of the $1.1 billion senior unsecured bridge facility
that will be used to refinance existing indebtedness of Global
Crossing. The proceeds will be held in escrow until the proposed
acquisition closes, at which point they will become the obligation
of Level 3 Financing. Level 3 reported approximately $6.6 billion
of total outstanding debt at Mar. 31, 2011.

The ratings on parent Level 3, including the 'B-' corporate credit
rating and the 'CCC' rating on existing unsecured debt, are
unaffected by the proposed financing and remain on CreditWatch
with positive implications, where they were placed April 11, 2011,
after Level 3 announced the proposed Global Crossing acquisition.
Similarly, the senior secured debt ratings at subsidiary Level 3
Financing Inc. also are unaffected and remain on CreditWatch with
developing implications.

"In resolving the CreditWatch, we are reviewing the companies'
integration plans and the basis of their expected operating and
capital spending synergies. We expect to resolve the CreditWatch
on Level 3's corporate credit rating or signal our intentions by
the end of June. If the outcome is an affirmation of the current
'B-' corporate credit rating, that action would occur at that
time. An upgrade predicated on the completion of the acquisition
may not take place until the acquisition closes, which is expected
sometime in late 2011," added S&P.

Ratings List

Level 3 Communications Inc.
Corporate credit rating              B-/Watch Pos/--


Level 3 Communications Inc.
Level 3 Financing Inc.
Unsecured debt                       CCC/Watch Pos
Recovery Rating                      6


Level 3 Financing Inc.
Senior secured debt                  B+/Watch Dev
Recovery Rating                      1


Ratings Assigned
Level 3 Financing Inc.

Senior unsecured note due 2019      CCC/Watch Pos
Recovery rating                     6


LEVELLAND/HOCKLEY: Taps 9-Members Creditors' Panel
--------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appointed nine
members to the official committee of unsecured creditors in the
Chapter 11 cases of Levelland/Hockley County Ethanol LLC.

The Creditors Committee members are:

      1. West Texas and Lubbock Railway
         Daniel Marko
         Interim Chairman
         118 South Clinton Street, Suite 400
         Chicago, Illinois 60661
         Tel: (312) 348-6085
         Fax: (312) 466-9589
         E-mail: markod@iowapacific.com

      2. Oppliger Feedyard Inc.
         Don Oppliger - Owner
         P.O. Box 854, 520 CR 14
         Clovis, NM 88101
         Tel: (575) 389-5321
         Fax: (575) 389-5324
         E-mail: oppliger@3lefties.com

      3. Loepky Farms
         John Loepky
         1315 CR 313
         Seminole, Texas 79360
         Tel: 432-758-6383
         Fax: 432-758-9903
         E-mail: loepkyfarms@crosswind.net

      4. Friona Wheat Growers
         Gregg O'Brian - CEO
         P.O. Box 248
         103 East 5th Street
         Friona, TX 79035
         Tel: (806) 250-3211
         Fax: (806) 250-2150
         E-mail: grego@frionawheatgrowers.com

      5. Hansen Mueller
         Jack Hansen -CEO
         12231 Emmet Street
         Omaha, NE 68164
         Tel: (402) 491-3385
         Fax: (402) 491-0645
         E-mail: J.hansen@hmgrain.com

      6. Ferm-Solutions Inc.
         Melissa Baker
         PO Box 203
         Danville, KY 40423
         Tel: (859) 402-8707 ext. 191
         Fax: (859) 239-3040
         E-mail: mbaker@ferm-solutions.com

      7. Triple Nickel, Inc.
         Chad Nickels
         808 West 19th Street
         Muleshoe, Texas 79347
         Tel: (806) 272-7500
         Fax: (806) 272-7504
         E-mail: chad@cknickels.com

      8. Plains Grain Company Inc.
         James Shannon
         P.O. Box 188Abernathy, Texas 79311
         Tel: (806) 298-2521
         Fax: (806) 298-2047
         E-mail: pgc.pgrb@gmail.com

      9. Nathan Segal & Co.
         Jack Goldfield
         P.O. Box 272189
         Houston, Texas 77277
         Tel: (800) 969-3333
         Fax: (713) 823-1006
         E-mail: jackg@nathansegal.com

                      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, represented by lawyers
at Block & Garden, LLP, in Dallas.  In its petition, the Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts.


LIMADI CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Limadi Construction and Maintenance, Inc.
        dba LMD Construction
        PMB 065 P.O. Box 4952
        Caguas, PR 00725

Bankruptcy Case No.: 11-04153

Chapter 11 Petition Date: May 19, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: vgratacd@coqui.net

Scheduled Assets: $445,494

Scheduled Debts: $1,378,744

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-04153.pdf

The petition was signed by Lionel Mattei, president.


LITTLE ROCK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Little Rock Hospitality, LLC
        c/o DHMC, Management Co.
        2160 W. Grant Line Road, Suite 215
        Tracy, CA 95377

Bankruptcy Case No.: 11-13381

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Basil V. Hicks, Jr., Esq.
                  ATTORNEY AT LAW
                  P.O. Box 5670
                  N. Little Rock, AR 72119-5670
                  Tel: (501) 301-7700
                  Fax: (501) 301-7999
                  E-mail: basil.hicks@comcast.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/areb11-13381.pdf

The petition was signed by Rupinder Dhillon, member.


LKQ CORP: S&P Raises CCR to 'BB+; Outlook Stable
------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Chicago-based LKQ Corp. to 'BB+' from 'BB'. The rating
outlook is stable.

"The upgrade reflects our view that the company's continued
progress toward lower leverage (around 2x) through EBITDA
expansion and reasonably steady annual cash flow generation in
excess of $50 million can be sustained," said Standard & Poor's
credit analyst Nancy Messer. We expect the company's EBITDA growth
to be supported by continued acquisitions funded through a
combination of revolving credit line borrowing and internal cash
generation. Still, LKQ's improved credit measures reflect, in our
opinion, its ability to effectively execute its business strategy
of expanding through acquisitions without impairing earnings, cash
flow, or its balance sheet. The rating reflects our continuing
assessment of the company's financial risk profile and business
risk profile as significant and fair," S&P stated.

LKQ is the largest nationwide provider of aftermarket collision
replacement products and refurbished bumper covers and wheels. The
company is also the nation's largest provider in a very fragmented
market for recycled light vehicle original equipment manufacturer
(OEM) products and related services. The company's revenues and
profits are highly dependent on decisions made by the auto
insurance industry which is its indirect customer. LKQ had $559.3
million of total balance sheet debt as of March 31, 2011.

The company's significant financial risk profile score reflects
our belief that the company can sustain its improved financial
credit measures through 2011 and into 2012 despite still-sluggish
U.S. economic growth. For the twelve months ended March 31, 2011,
LKQ's lease-adjusted total debt to EBITDA was 2.1x and funds from
operations (FFO) to total adjusted debt was 34.5%. EBITDA interest
coverage reached 8.6x at March 31, compared with 7.4x in the prior
12-month period, because of lower debt and higher EBITDA. The
company's return on capital rose to 12.9% for the 12 months ended
March 31.


LONGVIEW POWER: S&P Gives 'B+' Rating to $590MM Term Loan
---------------------------------------------------------
Standard & Poor's assigned its preliminary 'B+' rating to Longview
Power LLC's (Longview) proposed $590 million term loan B due 2017.
The '3' preliminary recovery rating has been assigned to the loan,
indicating an expectation of meaningful (50% to 70%) recovery of
principal in the event of a payment default. The outlook is
stable. At the same time, the ratings on Longview's existing $1.1
billion senior secured first-lien credit facilities have been
placed on CreditWatch with positive implications. The recovery
expectations on these facilities has been revised to a '3' from a
'2', in line with that on the new term loan.

"The higher 'B+' rating on the secured debt reflects the
combination of the change in the 'date certain' for completion of
construction to Dec. 31, 2011 from Aug. 31, 2011, and the
contribution of a debt-free, Mepco coal mining operation to the
project's collateral," said Standard & Poor's Senior Director
Swami Venkataraman. "These ratings will be finalized upon receipt
of final documentation that is consistent with draft documents in
all material respects. At that time, we will raise the rating to
'B+/Stable' on the existing senior secured facilities," added Mr.
Venkataraman.

The proceeds of the $590 million loan will be used to repay $540
million of the existing term loans, all of which mature in 2014
and will now have a total of $360 million outstanding after the
close of this transaction. Fifty million will be used as cash
collateral to create a synthetic letter of credit (LOC) facility.
The existing $100 million revolving credit facility, which matures
in February 2013, will be increased in size to $125 million and
extended to February 2014 to mature along with the term loans.
Management is proposing the restructuring in the context of a
combination of ongoing construction delays at the project and weak
merchant market conditions.

Longview Power is a single-unit 695-megawatt (MW; net)
supercritical, pulverized coal-fired electric generating facility
in the PJM market, located in Monongalia County, W.Va. The project
is 89.25% owned by GenPower Holdings L.P. (GenPower), a joint
venture that is 10% owned by power project developer GenPower LLC
and 90% owned by First Reserve Fund XI L.P. (Fund XI). Siemens
Financial Services owns 10.75%. Fund XI is a $7.8 billion private
equity fund sponsored by First Reserve Corp. (FRC).


LTAP US: Bankruptcy Dismissed, New Filing Prohibited
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 case commenced in December by LTAP US
LLP was dismissed by the bankruptcy court on May 20.  The judge
also prohibited LTAP from filing bankruptcy again for a year.

Mr. Rochelle recounts that LTAP was authorized by the bankruptcy
judge on April 1 to turn over assets to Wells Fargo Bank NA, the
lender owed $252 million.  The decision to turn over the assets
and permit dismissal was the result of an opinion by the
bankruptcy judge giving the bank the right to foreclose. At the
same time, the judge refused to approve $40 million in financing
that would have come ahead of the bank's lien. The financing was
to pay premiums on life-insurance policies.

                           About LTAP US

Atlanta, Georgia-based LTAP US, LLLP, fka Life Trust Asset Pool
US, LLLP, invests in, manages, and arranges for the servicing of
life insurance policies.  LTAP US is managed by its general
partner, LT Partner, LLC, and eight limited partners.

Operating since 2003, LTAP US holds 410 policies on 313 lives,
with an aggregate death benefits of approximately $1.36 billion.
Berlin Atlantic Capital US -- BACH -- and SLG Life Settlements LLC
also provide support to the operations.  SLG, a subsidiary of
BACH, which is wholly owned by Berlin Atlantic Holding, is the
servicer for the Policies.

LTAP US filed for Chapter 11 bankruptcy protection (Bankr. D. Del.
Case No. 10-14125) on Dec. 22, 2010.  Adam G. Landis, Esq., Kerri
K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath &
Cobb LLP, serve as the Debtor's bankruptcy counsel.

According to a court filing, the Debtor had assets of $358,781,430
and debts of $231,007,430 as of Sept. 30, 2010.


MAIN STREET: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Main Street Galleria, LLC
        5474 Longley Lane, Suite 200
        Reno, NV 89511

Bankruptcy Case No.: 11-51672

Chapter 11 Petition Date: May 19, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  BELDING, HARRIS & PETRONI, LTD
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

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

The petition was signed by Wayne F. Baker, co-manager.


MANUKA LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Manuka LLC
          fka LARI, LLC (Property Formerly In)
        20269 E. Smoky Hill Road, Suite B61
        Centennial, CO 80015

Bankruptcy Case No.: 11-22375

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Cynthia T. Kennedy, Esq.
                  KENNEDY LAW FIRM
                  308 1/2 E. Simpson Street
                  Lafayette, CO 80026
                  Tel: (303) 604-1600
                  E-mail: ctk@kennedylawyer.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Kay Corken.


MARKETING WORLDWIDE: Posts $1.1 Million Net Loss in March 31 Qtr.
-----------------------------------------------------------------
Marketing Worldwide Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.11 million on $265,354 of revenue
for the three months ended March 31, 2011, compared with net
income of $2.24 million on $980,261 of revenue for the three
months ended March 31, 2010.  The Company incurred a non-cash
expense from the change in fair value of its derivative liability
of $166,461 for the three months ended March 31, 2011, as compared
to a non-cash gain of $3.62 million for same period last year.

The Company's balance sheet as of March 31, 2011, showed
$1.64 million in total assets, $4.89 million in total liabilities,
$3.50 million in Series A convertible preferred stock, and a
stockholders' deficit of $6.75 million.

As reported in the Troubled Company Reporter on Jan. 24, 2011,
Marcum LLP, in New York, expressed substantial doubt about
Marketing Worldwide'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 working capital deficiency and has suffered substantial
recurring losses from operations.

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

                        http://is.gd/cTAEGy

                    About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.


MERCANTILE BANCORP: Reports $954,000 Net Income in Q1 2011
----------------------------------------------------------
Mercantile Bancorp, Inc., filed its quarterly report on Form
10-Q, reporting net income of $954,000 on net interest income of
$5.2 million for the three months ended March 31, 2011, compared
with net income of $51,000 on net interest income of $6.1 million
for the three months ended March 31, 2010.

For the three months ended March 31, 2011, the provision was a
negative $963,000, compared with expense of $4.0 million for the
same period in 2010.

Income from continuing operations was $133,000 for the three
months ended March 31, 2011, compared with a loss of $3.1 million
for the same period in 2010.

The Company's balance sheet as of March 31, 2011, showed
$904.0 million in total assets, $909.3 million in total
liabilities, and a stockholders' deficit of $5.3 million.

As reported in the TCR on April 26, 2011, BKD, LLP, in Decatur,
Illinois, expressed substantial doubt about Mercantile Bancorp's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses resulting from the effects of the
economic downturn causing its subsidiary banks to be
undercapitalized and resulting in consent orders to be issued by
their primary regulators.

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

                       http://is.gd/lX51qa

Mercantile Bancorp, Inc. (NYSE Amex: MBR)
-- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank
holding company with wholly owned subsidiaries consisting of one
bank in Illinois and one each in Kansas and Florida, where the
Company conducts full-service commercial and consumer banking
business, engages in mortgage banking, trust services and asset
management, and provides other financial services and products.
The Company also operates Mercantile Bank branch offices in
Missouri and Indiana.


MESA AIR: Signs Post-Effective Date Settlement With Bexar County
----------------------------------------------------------------
Reorganized Mesa Air Group, Inc., its affiliated Reorganized
Debtors, and its affiliated Liquidating Debtors, and Bexar County,
Texas, have reached a settlement that resolves certain claims:

    * Claim No. 32, which was amended and superseded by Claim No.
      1499, is disallowed.

    * Claim No. 1499 will be allowed as a Secured Tax Claim for
      $356,687 against Mesa Airlines, Inc.  All other amounts
      asserted by this claim are disallowed.  Interest will be
      paid on Claim No. 1499 at the rate of 12% per annum
      commencing from January 31, 2011.

    * The 2011 taxes that may be owing to Bexar County, which
      are the subject of Claim No. 1609, will be paid in the
      ordinary course of the Post-Effective Date Debtors'
      business when liquidated and due under applicable state
      law.  The Debtors will not be required to reserve for the
      payment of Claim No. 1609.

                 Post-Effective Date Settlement
                   of Lease Rejection Claims

Reorganized Mesa Air Group, Inc., its affiliated Reorganized
Debtors, and its affiliated Liquidating Debtors on the one hand,
and U.S. Bank National Association, in its capacity as indenture
trustee, Wells Fargo Bank Northwest, N.A., solely as owner
trustee, Corre Opportunities Fund, L.P., and IBNK Leasing Corp.
on the other hand have agreed to a settlement resolving certain
claims arising from the rejection of certain aircraft lease
agreements.

Among other things, the parties agreed that:

    * After crediting the net proceeds from the sale of the two
      de Havilland DCH 8-202 aircraft, the agreed general
      unsecured claims related to Aircrafts 455YV and 456YV are
      $2,221,882 and $2,311,803.

    * Claim No. 1345 is reduced to $4,533,686 and is allowed as
      a Class 3(e) General Unsecured Claim against Mesa Airlines,
      Inc.

      Claim Nos. 1345 and 1346 are each allowed against Mesa Air
      Group, Inc. and Mesa Airlines.  In no event will the
      applicable claimholder be entitled to recover more than
      $4,533,686 in cash or other Plan consideration on account
      of both claims combined.  Claim Nos. 1345 and 1346 will
      not be subject to any further objection by any party-in-
      interest.

    * U.S. Bank consents to the expungement and disallowance of
      Claim Nos. 798, 805, 908, 916, 1243, 1244, 1245, 1246,
      1510, and 1511.  Wells Fargo consents to the disallowance
      of Claim Nos. 1342 and 1343.

    * The allowance of Claim Nos. 1345 and 1346 is in full and
      final satisfaction of all claims of U.S. Bank, Wells Fargo,
      Corre Opportunities, and IBNK related to the Aircraft.

Each party will be responsible for the costs and expenses it
incurred in negotiating, drafting, and executing the settlement
agreement.

           Post-Effective Date Settlements Resolving
            Claims Relating to 2023 and 2024 Notes

Reorganized Mesa Air Group, Inc. and its affiliated Reorganized
Debtors and affiliated Liquidating Debtors and U.S. Bank National
Association, as indenture trustee under (i) a certain Indenture,
dated June 16, 2003, pursuant to which the senior convertible
notes due June 16, 2023 were issued; and (ii) a certain indenture,
dated February 10, 2004, pursuant to which the senior convertible
notes due February 10, 2024 were issued.

The obligations of Mesa Air Group under the Indentures, the 2023
Notes, and the 2024 Notes were guaranteed by each of the other
Debtors other than Nilchii, Inc.

In accordance with the procedures set forth in the Bar Date Order,
the Indenture Trustee timely filed proofs of claim against Mesa
Air Group and each of the other Debtors, as Guarantors, for
amounts then due and owing or to become due and owing under the
Indentures, the 2023 Notes, and the 2024 Notes.

                                            2023        2024
                                         Noteholder  Noteholder
Debtor                                   Claim No.   Claim No.
------                                   ---------  ----------
Mesa Air Group, Inc.                        649         648
Mesa Air New York, Inc.                     642         644
Mesa In-Flight, Inc.                        633         634
Freedom Airlines, Inc.                      646         647
Mesa Airlines, Inc.                         641         639
MPD, Inc.                                   637         638
Ritz Hotel Management Corp.                 628         627
Regional Aircraft Services, Inc.            631         630
Air Midwest, Inc.                           625         626
Nilchii, Inc.                               622         621
Patar, Inc.                                 620         618
Mesa Air Group-Airline Inventory            652         651
   Management, LLC

The parties desire to resolve, solely to avoid further expense
and inconvenience, and without admission of any issue of fact or
law, the final allowed amount of the 2023 Noteholder Claims.

    * Claim No. 622 will be disallowed, and the other Claims
      will be allowed at $7,731,935 each.

    * The only distribution that will be made on the Allowed
      2023 Note Claims will be on Claim No. 652 against Mesa Air
      Group Airline Inventory Management, provided, however,
      that, if the recovery on Claim No. 652 is less than 100%,
      distributions will be made on the other Allowed 2023 Note
      Claims.

      In no event will distributions on account of the Allowed
      2023 Note Claims exceed $7,731,935 combined.

With respect to the 2024 Noteholder Claims, the parties agree
that:

    * Claim No. 621 will be disallowed.

    * Each of the other 2024 Noteholder Claims will be allowed
      in the amount of $1,970,190.

    * The only distribution that will be made on the Allowed
      2024 Note Claims will be on Claim No. 651 against Mesa Air
      Group Airline Inventory Management, provided, however,
      that, if the recovery on Claim No. 651 is less than 100%,
      distributions will be made on the other Allowed 2024 Note
      Claims.

    * In no event will distributions on account of the Allowed
      2024 Note Claims exceed $1,970,190 combined.

The allowance of the Allowed 2023 Note Claims and the Allowed
2024 Note Claims is in full and final satisfaction of all claims
of the Indenture Trustee related to the (i) Issue Price of the
Notes and the original issue discount accrued as of the Petition
Date, and (ii) default interest accrued from the Petition Date to
but excluding the Effective Date.

The distributions on the Allowed 2023 Note Claims and the Allowed
2024 Note Claims will be in full and final satisfaction,
settlement, release, and discharge of, and exchange for, all
obligations of the Debtors and the Post-Effective Date Debtors
relating to the Note Amounts.

                          About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Reaches Deal With Travis County on Tax Claims
-------------------------------------------------------
Mesa Air Group and Travis County have entered into a Bankruptcy
Court-approved agreement with respect to Travis County's
Application for payment of $630,357 for property taxes associated.

Among other things, the agreed order provides that Travis
County's $630,357 administrative expense claim for the 2011
property taxes will be paid directly by the Debtors after the
taxes are assessed in the ordinary course of the Debtors'
business on or before January 31, 2012.  The Debtors will have no
obligation to reserve for the payment of the claim, and the claim
will remain subject to the Debtors' right to contest the amount.

The Post-Effective Date Committee consented to the agreed order.

                          About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Pachulski Seeks $7.1-Million in Fees
----------------------------------------------
Four professionals hired in the Chapter 11 cases of Mesa Air Group
and the Official Committee of Unsecured Creditors seek the Court's
approval of their third interim and final fee applications:

  Professional               Period             Fees   Expenses
  ------------               ------             ----   --------
Pachulski Stang Ziehl      09/01/10 -
  & Jones LLP             02/28/11        $2,144,969   $124,629
Debtors' counsel

Pachulski Stang Ziehl      01/05/11 -
  & Jones LLP             02/28/11         5,048,252    274,094
Debtors' counsel

Epiq Bankruptcy Systems,   11/01/10 -
  LLC                     02/28/11           112,936     55,301
Debtors' voting and
solicitation agent

Macquarie Capital (USA)    09/01/10 -
  Inc.                    02/28/11           750,000       474
Committee's financial
advisor and investment
banker

Macquarie Capital (USA)    01/21/10 -
  Inc.                    02/28/11         1,669,355    10,827
Committee's financial
advisor and investment
banker

Morrison & Foerster LLP    01/13/10 -
Committee's counsel        03/01/11         2,112,399    23,242

Official Committee of
Unsecured Creditors:
Embraer-Empresa            01/13/10 -
Brasileira de            03/01/11               n/a     2,580
Aeronautica, S.A.

Wilmington Trust Company   01/13/10 -
                          03/01/11               n/a     4,682

Air Line Pilots Asso.      01/13/10 -
                          03/01/11               n/a       2,725

With $142,584 of the fees already paid, Epiq seeks the payment of
the remaining $25,653 in fees.

Macquarie Capital also seeks payment of a $1,000,000 completion
fee.

                           *     *     *

Judge Martin Glenn reduced $44,000 from the requested fees of
Deloitte Tax LLP for the third interim period after finding
certain entries too vague as well as "unreasonable and
excessive."  For the third interim period, Deloitte Tax sought
$1,095,740 in fees and $17,953 in expenses.  For the entire case,
Deloitte Tax sought $2,003,421 in fees and $26,907 in expenses.

                          About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MID-COUNTY MATERIALS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Mid-County Materials, LLC
        18502 Superior Road
        Waynesville, MO 65583

Bankruptcy Case No.: 11-61080

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

Scheduled Assets: $2,699,653

Scheduled Debts: $4,015,694

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

The petition was signed by Bobby Laughlin, managing member.


MILACRON HOLDINGS: S&P Gives 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Cincinnati, Ohio-based Milacron Holdings Inc.
(Milacron) and 'B' issue-level rating to Milacron LLC's (a wholly
owned subsidiary of Milacron) $140 million senior secured term
loan due 2017. The recovery rating on this debt is '3',
indicating S&P's expectation of an average recovery (50%-70%) in a
default scenario. The outlook is stable.

"The ratings on Milacron reflect the highly competitive and
cyclical nature of the plastics-processing machinery industry in
which it operates, as well as the company's weak, though recently
improved, margin profile," said Standard & Poor's credit analyst
Gregoire Buet. "We expect that currently positive demand trends
should enable Milacron to gradually improve its financial metrics
following its proposed return of capital to shareholders. We view
the company's business risk profile as vulnerable, despite its
well-established market position in North America and India. This
more than offsets credit measures that, pro forma for the
transaction, will be somewhat stronger than our expectations for
the rating. Nonetheless, we consider the financial profile to be
aggressive."

Milacron is owned by private equity firm Avenue Capital. The
company, through its wholly owned subsidiary Milacron LLC, serves
the plastics-processing industries and supplies premium fluids to
metalworking industries.

"We view Milacron's financial risk profile as aggressive. We
expect the company's financial leverage to be around 3.0x adjusted
total debt to EBITDA pro forma for the new debt issuance, and
funds from operations (FFO) to be more than 20%. We consider these
measures to be somewhat stronger than expected for the rating, and
believe they could improve over the next year towards less than 3x
and 25% as end markets continue to recover. We expect the company
to generate modest free cash flows that will enable key ratios to
remain in line or better than our expectations for the rating,
including adjusted total debt to EBITDA of about 5x and FFO to
total debt in the 10%-15% range. We expect its financial policies
to remain aggressive over time," S&P noted.

"We could lower the ratings if adjusted debt to EBITDA weakens to
more than 5x for an extended period, since this could also affect
liquidity and headroom over financial covenants would likely
become limited," Mr. Buet continued. "This could happen due to
weaker demand and deteriorating capacity utilization among plastic
producers, higher costs pressuring margins towards 5%, or
significant debt-financed activities. On the other hand, if we
believe Milacron can sustain its operating performance over the
next few years (including credit measures at less than 3x adjusted
debt to EBITDA) and its liquidity and financial policies could
support a higher rating, we could consider a one-notch upgrade."


NATIONAL CENTURY: VI/XII Trust Files First Quarter Report
---------------------------------------------------------

                          VI/XII Trust
                         Quarterly Report
                      Ended March 31, 2011


                         Current        Paid to       Balance
                         Quarter        Date          Due
                         -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
     Trustee                   -              -             -
3. Fee for Attorney for
     Debtor             $169,379     $9,828,253             -
4. Other professionals     71,197      5,357,874             -
5. All expenses,
     including trustee    14,741     12,149,465             -

B. DISTRIBUTIONS:
6. Secured Creditors            -    494,353,519             -
7. Priority Creditors           -              -             -
8. Unsecured Creditors          -              -             -
9. Equity Security
     Holders                   -              -             -
10. Other Payments or
     Transfers            11,040     54,269,607             -
                      ----------    -----------    ----------
Total Plan Payments      $266,357   $575,958,717             -
                      ==========    ===========    ==========

                      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: UAT Trust Files First Quarter Report
------------------------------------------------------

                     Unencumbered Assets Trust
                         Quarterly Report
                      Ended March 31, 2011

                         Current        Paid to       Balance
                         Quarter        Date          Due
                         -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
     Trustee                   -              -             -
3. Fee for Attorney for
     Debtor              $65,928    $16,142,211             -
4. Other professionals     53,794     1l,790,618             -
5. All expenses,
     including trustee   229,261     23,384,442             -

B. DISTRIBUTIONS:
6. Secured Creditors            -              -             -
7. Priority Creditors           -              -             -
8. Unsecured Creditors          -   $205,936,188             -
9. Equity Security
     Holders                   -              -             -
10. Other Payments or
     Transfers                 -              -             -
                      ----------    -----------    ----------
Total Plan Payments      $348,984   $257,253,459             -
                      ==========    ===========    ==========

                      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)


NCH SCHERERVILLE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NCH Schererville, L.L.C.
        2850 East Skyline Drive, Suite 200
        Tucson, AZ 85718

Bankruptcy Case No.: 11-15049

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Sally M. Darcy, Esq.
                  MCEVOY, DANIELS & DARCY P.C.
                  Camp Lowell Corporate Center
                  4560 East Camp Lowell Drive
                  Tucson, AZ 85712
                  Tel: (520) 326-0133
                  Fax: (520) 326-5938
                  E-mail: DarcySM@aol.com

Scheduled Assets: $1,790,200

Scheduled Debts: $3,172,837

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-15049.pdf

The petition was signed by Michael J. Hanson of NCH Corporation,
manager-member.


NEC HOLDINGS: Ace American Wants Arbitration on Cash Collateral
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg news,
reports that Ace American Insurance Co., a provider of insurance
for National Envelope Corp., is making a novel argument to fend
off an effort by NEC to glom some of the cash Ace is holding to
cover NEC's potential liabilities.  At a hearing on May 27, Ace
will ask the bankruptcy judge to rule that a dispute over so-
called cash collateral should be sent to arbitration and not
decided in bankruptcy court.

Mr. Rochelle relates that NEC had workers' compensation and other
insurance from Ace.  To insure that NEC could pay the deductible
portion of claims, NEC deposited $4.7 million cash and $3.4
million in letters of credit with Philadelphia-based Ace, Mr.
Rochelle says.

Mr. Rochelle discloses that having sold the assets, NEC is down to
its last $1 million in cash to pay bills.  It says the cash will
be exhausted by August.  NEC filed papers asking the bankruptcy
judge to allow it to use some of the cash held by Ace.  Although
Ace said it may be owed $9.6 million, NEC believes the real debt
is much less.  Ace responded by filing an emergency motion which
points out how the insurance policy says that "any dispute" goes
to arbitration.  Ace argues that an arbitration panel, not the
bankruptcy judge, should decide the cash collateral question.
NEC naturally disagrees, saying it's not proper for an arbitrator
to decide core issues involving bankruptcy law.

                      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.


NEPHROS INC: Posts $707,000 Net Loss in March 31 Quarter
--------------------------------------------------------
Nephros, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $707,000 on $681,000 of product revenue for the
three months ended March 31, 2011, compared with a net loss of
$528,000 on $989,000 of product revenue for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $3.6 million
in total assets, $867,000 in total liabilities, all current, and
stockholders' equity of $2.8 million.

As reported in the TCR on April 55, 2011, Rothstein, Kass &
Company, P.C., in Roseland, N.J., expressed substantial doubt
about Nephros, Inc.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred negative cash flow from
operations and net losses since inception.

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

                       http://is.gd/RcBSz4

Headquartered in River Edge, N.J., Nephros, Inc. (OTC: NEPH)
-- http://www.nephros.com/-- is a medical device company
developing and marketing filtration products for therapeutic
applications, infection control, and water purification.


NET ELEMENT: Incurs $20.3-Mil. Net Loss in March 31 Quarter
-----------------------------------------------------------
Net Element, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $20.31 million on $78,146 of sales for the three months ended
March 31, 2011, compared with a net loss of $1.02 million on $0 of
sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.75 million in total assets, $2.63 million in total liabilities,
and a $880,376 total stockholders' deficit.

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

                        http://is.gd/iwKFHO

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.


NEW GENERATION BIOFUELS: Posts $2.3 Million Net Loss in Q1 2011
---------------------------------------------------------------
New Generation Biofuels Holdings, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $2.3 million on $0 revenue
for the three months ended March 31, 2011, compared with a net
loss of $2.9 million on $6,477 of product revenue for the same
period last year.

The Company's balance sheet at March 31, 2011, showed $7.1 million
in total assets, $7.7 million in total liabilities, and a
stockholders' deficit of $604,959.

Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about New Generation Biofuels Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has experienced
negative cash flows from operations since inception and is
dependent upon future financing in order to meet its planned
operating activities.

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

                       http://is.gd/RD0vFf

Columbia, Md.-based New Generation Biofuels Holdings, Inc., is a
clean energy company deploying novel technologies to produce
cleaner, renewable biofuels.  The Company has rights to a
portfolio of patented and patent pending technology to manufacture
alternative biofuels from plant oils, animal fats and related
oils, which it markets as a new class of biofuel for power
generation, commercial and industrial heating, and related uses.


NEXAIRA WIRELESS: Inks $300,000 Bridge Loan Pact with Centurion
---------------------------------------------------------------
Nexaira, Inc., NexAira Wireless Inc.'s subsidiary, entered into a
Loan Agreement with Centurion Credit Funding LLC, pursuant to
which the Lender provided a $300,000 bridge loan and up to a $2.2
million revolving purchase order financing loan.  The maturity
date for the Bridge Loan is Oct. 24, 2011, and the maturity date
for the Revolving Loan is May 16, 2012.  The Company executed the
Loan Agreement solely in connection with the conversion provisions
of the Loan Agreement, pursuant to which any obligations owing
under the Loan Agreement are convertible into shares of the
Company's common stock at an conversion price equal to 70 percent
of the weighted average sale price per share over the 30 day
period prior to the conversion date.

Outstanding advances under the Bridge Loan and the Revolving Loan
bear interest at the rate of 36% per annum.  Following the
occurrence and during the continuance of an event of default
advances bear interest at the rate of 46% per annum.

The Revolving Loan provides for advances for inventory in an
amount equal to the initial deposit required by a supplier in
connection with the manufacture or supply of inventory.  Any
outstanding balance of any Deposit Revolving Advance is due and
payable on the earlier of receipt of funds from the applicable
customer or 120 days after the making of such Deposit Revolving
Advance.  The Revolving Loan also provides for advances in an
amount equal to the remaining amount due to a supplier for
inventory manufactured or supplied by such supplier.  Any
outstanding balance of any Balance Revolving Advance will be due
and payable on the earlier of receipt of funds from the applicable
customer or 60 days after the making of such Balance Revolving
Advance.

Maturity of the Bridge Loan and the Revolving Loan may be
accelerated if there is an event of default, as that term is
defined in the Loan Agreement.

In connection with the Loan Agreement, the Company and its
subsidiaries, Nexaira, Inc., and Nexaira Wireless (BC) Ltd.,
granted security over all of the Company's assets.  The Company
and its subsidiary, Nexaira Wireless (BC) Ltd., guaranteed
repayment of all obligations owing under the Loan Agreement.

Also in connection with the Loan Agreement, the Company issued
share purchase warrants to the Lender to acquire up to 15 million
shares of the Company's common stock, 4 million of which are
immediately exercisable and 11 million of which become exercisable
as to 1 million per month beginning on June 16, 2011, provided
that there remains unpaid amounts under the Loan Agreement.  All
warrants become immediately exercisable if there is an event of
default, as that term is defined in the Loan Agreement.  Upon
repayment of all obligations under the Loan Agreement, all share
purchase warrants that have not yet become exercisable will
expire.  All warrants will be exercisable for a period of three
years from the date that such warrants become exercisable.  The
exercise price is equal to the $0.10 subject to adjustment from
time to time.

                       About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.

The Company's balance sheet at Jan. 31, 2011 showed $1.61 million
in total assets, $4.11 million in total current liabilities and
$2.50 million in total shareholders' deficit.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about Nexaira Wireless' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations and has negative cash flow from operations,
a working capital and a net capital deficit.

The Company reported a net loss of US$4.66 million on US$1.74
million of revenue for fiscal 2010, compared with a net loss of
US$3.37 million on US$5.64 million of revenue for fiscal 2009.


NICHOLAS HOMES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nicholas Homes, LLC
        1003 Hampton Fall Boulevard, Apartment 221
        Brownsboro, AL 35741

Bankruptcy Case No.: 11-81869

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  307 Clinton Avenue W., Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: kheard@heardlaw.com

Scheduled Assets: $1,335,586

Scheduled Debts: $1,580,315

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/alnb11-81869.pdf

The petition was signed by Nicholas B. Johnson, managing member.


NORTEL NETWORKS: Gets Court Nod to Enter into tw telecom Pact
-------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved a stipulation among Nortel Networks Inc. and its
debtor affiliates with tw telecom inc. for the set-off of
prepetition claims owed between the parties pursuant to certain
supplier contracts.

tw telecom is an important internet and circuit supplier to the
Debtors.

As previously reported by the Troubled Company Reporter, the
parties have reconciled (i) the prepetition amounts owed by
NNI to tw telecom, and (ii) the invoices including prepetition
amounts owed by tw telecom to NNI, and have agreed that tw telecom
may set off $110,490.98 of $218,095.42 owed prepetition to NNI by
tw telecom under the Agreements, against $110,490.98 owed
prepetition to tw telecom by NNI under the Agreements.  As part of
the Stipulation, tw telecom agree to remit the remaining
$107,604.44 owed prepetition to NNI without delay.  The parties
further agree tw telecom's Claim No. 432 for $110,490.09 against
NNI is deemed withdrawn with prejudice upon the entry of the
Court's ruling on the stipulation.

                       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.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks 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.


NORTEL NETWORKS: Gets Court Nod to Sell Texas Campus for $43MM
--------------------------------------------------------------
Judge Kevin Gross has granted Nortel Networks Inc., et al.,
authority to sell a Richardson, Texas campus to Pillar Commercial,
LLC, for approximately $43 million.

The Campus is located at the premises at 2201 and 2221 Lakeside
Boulevard, in Richardson, Texas.

As related by the Troubled Company Reporter on Apr. 27, 2011, at
the closing, Nortel will license certain space at the Property
back from Pillar to fulfill Nortel's ongoing need for space at the
Property.  Under the Nortel License Agreement, Nortel will license
approximately 41,000 square feet of the Premises from the Closing
until Dec. 31, 2011.  Nortel will pay Pillar a set fee
representing the parties' estimate of Nortel's portion of
operating expenses for the duration of the license term.  Nortel
will not pay any "base rent."  The Nortel License provides that
Nortel is entitled to surrender licensed space to Pillar and to
decrease the fee paid to Pillar under the agreement accordingly.

                       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.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks 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.


NORTEL NETWORKS: Proposes Allocation Protocol for $3.7BB Proceeds
-----------------------------------------------------------------
Nortel Networks Inc., its debtor affiliates, and Official
Committee of Unsecured Creditors seek the establishment of an
allocation protocol of an expected $3.7 billion in proceeds from
the sales of Nortel assets.

Various Nortel entities have sold certain assets during the
pendency of the Nortel bankruptcy proceedings.  Recently, the
Debtors are noted to selling their remaining patent portfolio to
an affiliate of Google Inc. for $900 million.  After the
consummation of this deal, total sale proceeds for the Nortel
assets are expected to total approximately $3.7 billion.

In June 2009, the Selling Debtors agreed to escrow sale proceeds
pursuant to an Interim Funding and Settlement Agreement.  Since
the, the involved parties and their creditor constituencies
engaged in efforts in an attempt to reach a consensual resolution
on the allocation of the Sale Proceeds, but the Selling Debtors
have reached an impasse on the matter.

Accordingly, the Debtors and the Creditors Committee prepared
their own version of a sales allocation protocol and is currently
seeking Court approval of that protocol.

The proposed Allocation Protocol sets forth procedures for the
allocation of sale proceeds among the Nortel selling entities.
Creditor claims, including intercompany claims, are not covered by
the proposed Protocol.

The proposed Protocol identifies parties entitled to participate
in the allocation-related hearings in the U.S. and Canadian
courts.  It also provides that the U.S. and Canadian court will
determine the procedures that will govern the Allocation Protocol
Hearings and related Allocation Protocol Discovery.

A full-text copy of the proposed Allocation Protocol is available
for free at http://bankrupt.com/misc/Nortel_AllocationProtocol.pdf

                       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.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks 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.


NORTEL NETWORKS: Completes $43 Mil. Sale With Pillar Commercial
---------------------------------------------------------------
Jennifer Duell Popovec at GlobeSt.com, citing court documents,
reports that Nortel Networks Corp. has finalized the sale of the
two-building property.  Dallas-based Pillar Commercial acquired
the 17.5-acre campus for $43.l million.

According to the report, the sale of its campus, located at 2201-
2221 Lakeside Blvd. in Richardson's Telecom Corridor, is one of
the final pieces of its global liquidation.  The campus includes a
16-story office building plus a research and development facility.

                      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.


NORTH AMERICAN: Obtains Court Approval of Bank Lenders Settlement
-----------------------------------------------------------------
North American Petroleum Corporation USA sought and obtained
permission from Judge Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware to enter into a
settlement agreement with Equal Energy U.S. Inc. and its related
affiliates, and Texas Capital Bank, N.A. and Compass Bank, all
lenders to the Credit Agreement.

After weeks of negotiations, Equal, the Debtors and the Lenders
have now reached agreement on the key terms of a settlement and
associated asset transfer transaction.

Upon closing of the settlement, the Debtors will be positioned to
move forward with a chapter 11 plan of reorganization, which they
expect will provide substantial recovery to unsecured creditors
and reinstate existing equity holders' interests, says Domenic E.
Pacitti, Esq., at Klehr Harrison Harvey Branzenburg LLP, in
Wilmington, Delaware, told Judge Sontchi.

The Settlement Agreement will provide for full and final
resolution of all claims asserted among the parties and satisfy
the Lenders' outstanding prepetition claims against the Debtors.

In connection with the Settlement Agreement, the Debtors are also
authorized to consummate an asset purchase agreement with Equal,
which will transfer a substantial portion of the Debtors'
Oklahoma-based assets to Equal for $93.5 million.

                     Settlement Agreement

The material terms and conditions of the Settlement Agreement
include

   * The Settlement Agreement memorializes the parties' resolution
     of outstanding claims and is contingent upon the Debtors'
     transfer of their Oklahoma assets to Equal in exchange for
     cash consideration pursuant to the Equal APA.

   * Equal, the Debtors and the Lenders each will mutually grant
     each of the other two parties to the Settlement Agreement a
     release of all claims, including those arising under the
     Capital Recovery Agreement, that certain farmout agreement
     dated March 1, 2006 and that certain joint operating
     agreement dated March 1, 2006, as well as claims relating to
     the Credit Agreement and any claims arising in the Adversary
     Proceeding.

   * Within one business day of the effective date of the
     Settlement Agreement, the parties agree to file a joint
     notice with the Court dismissing the Adversary Proceedings.

   * The Debtors intend to transfer substantially all of their
     Oklahoma-based assets to Equal in exchange for $93.5 million
     cash less certain amounts asserted by Equal, in an amount not
     less than $5.8 million, that are owed to Equal for certain
     joint interest billing statements under the JOA and certain
     other adjustments as provided for in the Equal APA.  Upon
     closing of the Equal AP A, the consideration from Equal under
     the Equal APA will be indefeasibly and irrevocably paid to
     the Escrow Agent for the exclusive benefit of the Lenders,
     and simultaneously will be paid to Lenders by the Escrow
     Agent.

   * Simultaneously with the execution and delivery of a
     conveyance of the assets transferred by the Debtors under the
     Equal APA, the Debtors will (a) irrevocably and indefeasibly
     pay to the Lenders the difference between the Equal APA
     Consideration and the $98.0 million (inclusive of currently
     suspended revenues on deposit at Texas Capital Bank, N.A.),
     (b) irrevocably and indefeasibly transfer to the Lenders 70%
     of the Debtors' rights to certain state tax refunds and (c)
     instruct the Escrow Agent to deliver to the Lenders all funds
     received from Equal pursuant to the Equal APA.  The transfers
     will be in full and final settlement, satisfaction, release
     and waiver of any and all claims of the Lenders against the
     Debtors.

   * The Settlement Agreement is subject to certain conditions to
     closing, including approval by the Court of the Settlement
     Agreement and the Equal APA, continued stay of the Adversary
     Proceedings, required delivery of documents and funds for
     closing of the Equal APA and irrevocable and indefeasible
     delivery to the Lenders of $98.0 million in cash and transfer
     to the Lenders of the tax rebates.  In addition, the
     Settlement Agreement will be null and void unless the
     effective date of the settlement does not occur on or before
     June 1, 2011.

                           Equal APA

The salient terms of the Equal APA are:

   (1) The Debtors will transfer to Equal, free and clear of
       all claims, liens and other encumbrances, all rights, title
       and interest in all assets owned by the Debtors in Oklahoma
       relating to lands, equipment and inventory associated with
       NAPCUS' previous participation under the Farmout Agreement
       with Equal.

   (2) Equal will transfer to the Debtors $93.5 million cash, as
       adjusted for certain amounts asserted by Equal, in an
       amount not less than $5.8 million, and that are owed to
       Equal for certain joint interest billing statements under
       the JOA and certain other adjustments as provided for in
       the Equal APA.

   (3) In the event that closing of the Equal APA occurs after
       July 1, 2011, the consideration to be paid to the Debtors
       will be reduced by the estimated net operating income
       estimated reasonably and in good faith by Equal and in
       accordance with prudent industry practice and historical
       calculations regarding the transferred assets attributable
       to the transferred assets for the period following the
       Effective Date.  In the event that closing of the Equal APA
       occurs prior to July 1, 2011, the Debtors will,
       notwithstanding the closing, continue to be entitled to the
       proceeds of production from the transferred assets through
       July 1, 2011 and will remain liable for taxes and certain
       other liabilities attributed to the transferred assets
       through July 1, 2011.

   (4) Equal will assume any and all liabilities attributable
       to the ownership, operation or use of the Purchase
       Properties, after July 1, 2011, other than those released
       or waived under the Settlement Agreement.

   (5) The Debtors and Equal will execute an operating
       agreement with respect to certain uphole "Shallow Rights"
       (defined as all right, title, and interest in the oil, gas
       and other minerals from the surface of the earth to the
       stratigraphic equivalent of the base of the Mississippi
       common source of supply, located in Grant County,
       Oklahoma), so that Equal and NAPCUS will jointly share
       those uphole interests with respect to the interests held
       by Equal at that time of NAPCUS drilling and earning under
       the Farmout Agreement on an equal basis.  In addition, the
       Debtors and Equal will execute new joint operating
       agreements for each drilling spacing unit designating
       NAPCUS as the operator of these uphole zones.

   (6) Pursuant to the Equal APA, the Debtors will assume, to the
       extent not previously assumed, pursuant to Section 365(a)
       of the Bankruptcy Code and assign, pursuant to Sections
       363(b) and (m) and 365(f) of the Bankruptcy Code, certain
       Assigned Contracts.  All cure amounts for those Assigned
       Contracts will be paid by Equal prior to the assumption and
       assignment thereof, unless otherwise agreed to by Equal and
       the contract counterparty.

   (7) Subject to Equal's payment of the Escrow Deposit, upon
       execution of the Equal APA, the Debtors agreed to suspend
       all marketing efforts unless otherwise ordered by the Court
       or to fulfill the Debtors' fiduciary duties.

The Lenders have calculated that their outstanding principal,
default interest, attorneys' fees, and costs currently exceed $113
million.  Under the Settlement Agreement, the Lenders are to be
paid $98 million cash on the Settlement Agreement effective date
and receive an assignment of certain tax refunds/rebates estimated
to pay approximately $3 million over three years beginning in July
2012.  In other words, the Lenders are accepting a discount of
over $12 million.

All objections to the Debtors' Motion that have not been
withdrawn, and all reservations of rights are hereby overruled on
the merits, the bankruptcy judge ruled.

The Official Committee of Unsecured Creditors objected to the
Debtors' Motion.  The Committee commented that the Settlement
represents a significant reduction in benefit to the Debtors'
estates, thus, it opposed the Settlement.

Subsequently, the Committee and the Debtors engaged in discussions
and reviewed analysis prepared by the Debtors relating to the
Debtors' remaining assets following approval of the Debtors'
Motion, and the allocation of assets for reorganization purposes,
including the amount and availability of assets to satisfy allowed
claims of unsecured creditors with the NAPCUS case.

As a result, and based upon, those discussions and other
information provided by the Debtors, indicating that, following
approval of the Debtors' Motion and closing of the settlement and
sale and entry of certain claim holder agreements, sufficient cash
will be available to be allocated under the Plan of Reorganization
discussed with the Committee to pay in full in cash all allowed
secured creditors with the NAPCUS and Prize Petroleum cases who
elect, under that plan, to be paid in cash, and thus rendering the
Objection moot and withdrawn.

                   About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' notice, claims and
balloting agent.


NORTH MIA: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: North Mia Investments, LLC
        2665 South Bayshore Drive, Suite 703
        Miami, FL 33133

Bankruptcy Case No.: 11-24100

Chapter 11 Petition Date: May 23, 2011

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

Judge: Robert A. Mark

Debtor's Counsel: Brett M. Amron, Esq.
                  BAST AMRON LLP
                  1 SE 3 Avenue, #1440
                  Miami, FL 33131
                  Tel: (305) 379-7904
                  Fax: (305) 379-7905
                  E-mail: bamron@bastamron.com

Scheduled Assets: $2,724,380

Scheduled Debts: $6,670,386

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-24100.pdf

The petition was signed by James Angleton, secretary/treasurer of
First Tier Management, Inc., manager.


ONE RENAISSANCE: U.S. Trustee Unable to Form Committee
------------------------------------------------------
The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against One Renaissance, LLC have
expressed interest in serving on a committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest develop among the creditors.

Raleigh, North Carolina-based One Renaissance, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-
01793) on March 9, 2011.  Jason L. Hendren, Esq., at Hendren &
Malone, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


PAC BEACON: Fitch Downgrades Class III Revenue Bonds to 'BB'
------------------------------------------------------------
Fitch Ratings has downgraded these classes of Pacific Beacon LLC,
military housing taxable revenue bonds (Naval Base San Diego
Unaccompanied Housing Project), 2006 series A (the bonds):

   -- $187 million class I bonds to 'AA-' from 'AA';

   -- $64 million class II bonds to 'A-' from 'A' ;

   -- $56 million class III bonds to 'BB' from 'BBB-'.

The bonds have been removed from Rating Watch Negative and a
Stable Outlook has been assigned to the class I and class II bonds
and a Negative Outlook assigned to the class III bonds.

Rating Rationale:

The ratings on the three classes are being downgraded based on the
reduced debt service coverage projected when the 2011 budget is
incorporated at 1.71 times (x), 1.29x and 1.06x. Total debt
service on the bonds as originally planned is scheduled to
increase dramatically to $20 million in 2012 (from $16.3 million
in 2010) as bond principal starts to amortize in 2011 and the
property will begin paying property management fees in 2012 after
being waived in 2010 and 2011. Despite the fact that failure to
pay principal and interest when due on the class II and class III
bonds is not a legal event of default, the absence of a cash-
funded debt service reserve fund detracts from bondholder security
for all classes of bonds; however, the class III bonds are most
vulnerable to this fact.

The class III bonds are being assigned a Negative Outlook based on
the fundamentals of the subject property that will prevent it from
achieving revenue and debt service coverage ratios that were
initially projected at underwriting.

Current project operating data for year end 2010 demonstrated net
operating income (NOI) below the revised budget for 2010 that
reflected higher utilities and marketing expenses. When compared
to the original pro forma for 2010, operation expenses were 20%
higher in 2010 than originally projected.

Key Rating Drivers for Class I and II Bonds:

   -- Occupancy levels and the rank of the tenant base which
      determines Basic Allowance for Housing (BAH) levels and the
      rental rates captured by the project. Management reports
      that the project experiences nearly 100% turnover per year
      which is largely driven by the deployment of existing
      tenants;

   -- Management's ability to realize lower project operating
      expenses;

   -- An increase in the percentage of BAH allowed for the project
      per the Department of Defense, which could potentially
      increase revenue to the project and, in turn, bond debt
      service coverage ratios;

   -- Future annual fluctuations in BAH rates for the San Diego
      market area;

   -- The fact that the recapitalization fund is currently not
      being funded on an annual basis, which may have a long-term
      impact on the project's physical condition in the future;

   -- Project is currently deferring property management fees
      (which are scheduled to begin in 2012) and it is currently
      accruing $5 million in deferred fees.

What Could Trigger a Downgrade on Class III Bonds:

   -- A material decrease in BAH for the San Diego market area in
      2012;

   -- Management's inability to maintain current occupancy levels
      and/or control project operating expenses.

Security:

The bonds are special limited obligations of the issuer primarily
secured by pledged revenues from the operation of the
unaccompanied housing project known as Pacific Beacon at the San
Diego Naval Base.

Credit Summary:

The project, which is located at Naval Base San Diego, consists of
1,199 units made up of Pacific Beacon (1,882 beds) and Palmer Hall
(1,032 beds) and operates under the name Pacific Beacon. The
original scope included upgrading and renovating existing two-
bedroom residential units at Palmer Hall and the construction of
three new buildings/towers known as Pacific Beacon with two-
bedroom units. The project includes a fitness facility, a multiuse
area and parking. The project is currently 94% occupied and
demonstrated 92% occupancy for the 12-month period ending December
2010.

The 2011 budget for the property has been revised to reflect
reduced economic occupancy levels and increased operating
expenses. The revised projections incorporated a 7% vacancy
assumption, assumed no change in BAH and demonstrated the
following expectation for reduced debt service coverage ratios for
2011:

   -- Class I bonds: 1.71x

   -- Class II bonds: 1.29x

   -- Class III bonds: 1.06x

In 2011, bond debt service as originally planned is scheduled to
begin amortizing principal, and debt service increases to $20
million in 2012. This is a dramatic increase in debt service from
2010 when it was $16.3 million. When 2012 debt service is applied
to the 2010 NOI for the project and no additional vacancy stress
is applied, debt service coverage declines to 1.54x, 1.16x and
0.95x, respectively.

The Department of Defense has the ability (but is not required) to
distribute a higher percentage of the BAH to the E4 and below
service members who occupy this project. Currently 90% of the beds
are leased to service members with a rank of E4 or below.
Management reports that it does not expect that the large
percentage of beds being leased to this segment of the service
member population will change in the near future.

The transaction maintains a surety bond for the debt service
reserve fund (DSRF) sized at maximum annual debt service from
MBIA. Fitch does not assign any value to the MBIA surety bond and
does not rely on its presence in the event of project financial
deterioration. In addition, there is an excess collateral
agreement in place in the amount of $10 million which acts as a
line of credit to the project from Merrill Lynch (rated 'A+/F1+';
Negative Outlook by Fitch) with a wrap from AIG (rated 'BBB';
Stable Outlook). At this time the surety bond and excess
collateral agreement providers have had their creditworthiness
downgraded or withdrawn completely since the issuance of the
bonds. As a result, Fitch no longer gives any credit in the
analysis to those agreements.


PARK SAHARA: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Park Sahara Incorporated
        1901 Avenue of the Stars, Suite 390
        Los Angeles, CA 90067

Bankruptcy Case No.: 11-32449

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Robert H. Bisno, Esq.
                  9255 Sunset Boulevard, Suite 920
                  Los Angeles, CA 90069
                  Tel: (310) 277-3670

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-32449.pdf

The petition was signed by Barry P. King, chief executive officer.


PAYMENT DATA: Incurs $144,000 Net Loss in First Quarter
-------------------------------------------------------
Payment Data Systems, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $144,017 on $785,262 of revenue for the three months
ended March 31, 2011, compared with a net loss of $140,055 on
$602,488 of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $1.14
million in total assets, $1.32 million in total liabilities, all
current, and a $181,134 total stockholders' deficit.

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

                        http://is.gd/Bl6ZIY

                    About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.

The Company reported a net loss of $464,168 on $2.62 million of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $803,526 on $3.22 million of revenue during the prior year.

As reported by the TCR on April 25, 2011, Akin, Doherty, Klein &
Feuge, P.C., San Antonio, 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 incurred substantial losses since inception, which
has led to a deficit in working capital.


PJ FINANCE: Wants Cash Use; Lender Wants Dismissal
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PJ Finance Co. LLC and the secured lender filed more
papers in their court battle over approval to use cash on one hand
or dismissal of the case on the other.  Torchlight Loan Services
LLC, the special servicer for $475 million in mortgage-backed
securities, contends that PJ's proposed financing is nothing
except an effort to "entrench insiders" and "maintain control of
the case," according to Mr. Rochelle.  Torchlight alleged in its
motion to dismiss that the Chapter 11 case was not filed in good
faith.  The lender argued that the bankruptcy petition was meant
to "obtain tactical litigation advantages."

According to the report, PJ responded by saying that the financial
condition was so "dire" that it adopted a policy of paying utility
bills only when threatened with shutoff.  PJ says reorganization
isn't hopeless because it "recently received" a commitment to
invest $42 million to serve as the foundation for a reorganization
plan.

                      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.


POSITRON CORP: Incurs $735,000 Net Loss in First Quarter
--------------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, reporting a net loss
of $735,000 on $2.87 million of revenue for the three months ended
March 31, 2011, compared with a net loss of $3.26 million on
$467,000 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.09 million in total assets, $4.32 million in total liabilities,
all current, and a $234,000 total stockholders' deficit.

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

                        http://is.gd/vTFlrL

                     About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

The Company reported a net loss of $10.92 million on $4.62 million
of sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.75 million on $1.44 million of sales during the prior
year.

As reported by the TCR on April 6, 2011, Sassetti LLC, in Oak
Park, Illinois, noted that the Company has a significant
accumulated deficit which raises substantial doubt about its
ability to continue as a going concern.


POWER EFFICIENCY: Incurs $302,312 Net Loss in March 31 Quarter
--------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $302,312 on $495,423 of revenue for the
three months ended March 31, 2011, compared with a net loss of
$131,368 on $850,939 of revenue for the same period during the
prior year.  The Company also reported a net loss of $791,109 on
$1.61 million of revenue for the nine months ended March 31, 2011,
compared with a net loss of $607,616 on $2.16 million of revenue
for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $1.33
million in total assets, $2.27 million in total liabilities, all
current, and a $940,471 total stockholders' deficit.

The Company has sustained recurring net losses and negative cash
flows from operations for several years.  The Company and certain
Officers and Directors have agreed that deferred officers'
salaries and director consulting expenses accrued at March 31,
2011, will be settled by issuing 245,326 shares of restricted
common stock rather than by cash payments.  These deferred amounts
are included in the Company's current liabilities at March 31,
2011, totaling $674,645.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.

As previously reported, Stowe & Degon LLC, in Westborough, Mass.,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's results
for fiscal 2010.  The independent auditors noted that the Company
has suffered recurring net losses and negative cash flows from
operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.

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

                        http://is.gd/lCZzMe

                       About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.


PRIMEDIA INC: S&P Revises Watch Implications on 'B' CCR to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'B' corporate credit rating for Norcross, Ga.-
based PRIMEDIA Inc. to negative from developing. The ratings
remain on CreditWatch, where they were initially placed on Jan.
12, 2011, when the company announced that it was exploring
strategic alternatives.

"The revised CreditWatch listing reflects our view that a
potential acquisition by private equity firm TGP Capital LP could
weaken PRIMEDIA's credit metrics because of likely higher debt
balances used to fund the potential acquisition," said Standard &
Poor's credit analyst Chris Valentine. "PRIMEDIA's financial risk
profile would weaken in light of the company's declining revenues
and challenges in improving profitability."

For the first quarter of 2011, revenue decreased 8.9% while EBITDA
(including restructuring costs) was up 32% because of an 11.6%
reduction in operating expenses and significantly lower
restructuring costs year over year. The ratio of lease-adjusted
debt to EBITDA (including restructuring charges) improved to
roughly 4.1x for the 12 months ended March 31, 2011, down from
7.2x for the same period in 2010, which was hurt by large
restructuring costs. "We view ongoing real estate market
instability, weak fundamentals surrounding the Distributech
business, and a narrow business platform as key business risks,
which causes us to view PRIMEDIA businesses as less sustainable
than other media businesses. We expect revenue and EBITDA declines
could limit further reduction of debt if revenue continues to
drop. Increasing debt in the capital structure could lead to a
lower rating," S&P related.

"In resolving the CreditWatch listing, we expect to meet with
management and review the new capital structure, liquidity
profile, and financial policy," said Mr. Valentine. "At that time
we would likely either affirm or lower ratings, depending on those
factors."


PROVISION HOLDING: Enters Into Location Agreement with Rite Aid
---------------------------------------------------------------
Provision Interactive Technologies, Inc., the operating subsidiary
of Provision Holding, Inc., entered into a Location Agreement with
Rite Aid Headquarters, Corp.  Pursuant to the Agreement, Rite Aid
has agreed to allow PITI to place 3D holographic based kiosks in
all Rite Aid retail stores for the purposes of displaying
advertisements, promotions, sweepstakes, samples, coupons and
other consumer based or Rite Aid programs that the parties may
agree on.  The term of the Agreement is three years from the first
month following the date of full installation, and will renew
automatically at the end of the three-year term.

Pursuant to the Agreement, PITI will have the exclusive right to
sell advertising on the 3D Kiosks, and will be the sole provider
of 3D and all agreed upon 2D digital signage, interactive and non-
interactive, in each Rite Aid location housing a 3D Kiosk.  PITI
will be responsible for the installation, technical support, and
network management of each 3D Kiosk.  Rite Aid will be responsible
for providing a suitable location for each 3D Kiosk at the front
entrance of the store, as well as providing in-store support and
marketing support for each 3D Kiosk.  Rite Aid also has the right
to add programs to utilize the 3D Kiosk as a portal for Rite Aid
branded programs.

                      About Provision Holding

Based in Chatsworth, Calif., Provision Holding, Inc., is focused
on the development and distribution of its patented three-
dimensional, holographic interactive displays focused at grabbing
and holding consumer attention particularly and initially in the
advertising and product merchandising markets.

The Company's balance sheet at Dec. 31, 2010, showed $1.3 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.5 million.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
Farber Hass Hurley LLP, in Camarillo, California, expressed
substantial doubt about Provision Holding, Inc.'s ability to
continue as a going concern, following the Company's fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has incurred significant losses in 2010 and 2009 and has
negative working capital of $4.3 million.


PROVISION HOLDING: Delays Filing of Quarterly Report on Form 10-Q
-----------------------------------------------------------------
Provision Holding, Inc., notified the U.S. Securities and Exchange
Commission that it has encountered a delay in assembling the
information, in particular its financial statements for the
quarter ended March 31, 2011, required to be included in its
March 31, 2011, Form 10-Q Quarterly Report.  The Company expects
to file its March 31, 2011, Form 10-Q Quarterly Report with the
U.S. Securities and Exchange Commission within 5 calendar days of
the prescribed due date.

                      About Provision Holding

Based in Chatsworth, Calif., Provision Holding, Inc., is focused
on the development and distribution of its patented three-
dimensional, holographic interactive displays focused at grabbing
and holding consumer attention particularly and initially in the
advertising and product merchandising markets.

The Company's balance sheet at Dec. 31, 2010, showed $1.3 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.5 million.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
Farber Hass Hurley LLP, in Camarillo, California, expressed
substantial doubt about Provision Holding, Inc.'s ability to
continue as a going concern, following the Company's fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has incurred significant losses in 2010 and 2009 and has
negative working capital of $4.3 million.


RADIANT OIL: Delays Filing of First Quarter Form 10-Q
-----------------------------------------------------
Radiant Oil & Gas, Inc., informed the U.S. Securities and Exchange
Commission that it is unable to file its quarterly report on
Form 10-Q for the period ended March 31, 2011, within the
prescribed time period due to its difficulty in completing and
obtaining required financial and other information without
unreasonable effort and expense.

                      About Radiant Oil & Gas

Houston, Tex.-based Radiant Oil & Gas, Inc., seeks to develop,
produce, and acquire oil and natural gas properties along the Gulf
Coasts of Texas and Louisiana and on the Outer Continental Shelf
of the United States.

The Company reported a net loss of $2.97 million on $169,649 of
oil and gas revenue for the year ended Dec. 31, 2010, compared
with a net loss of $1.27 million on $106,502 of oil and gas
revenue during the prior year.

MaloneBailey LLP, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has recurring losses
from operations and has a working capital deficit.


REALMEX RESTAURANTS: Anthony DiLucente Resigns from Board
---------------------------------------------------------
Effective May 10, 2011, Anthony DiLucente, who represented a
certain shareholder, has resigned from Real Mex Restaurants' Board
of Directors in order to accommodate the appointment of Donald V.
Roach, who represents a certain shareholder.

                           About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

The Company's balance sheet at June 27, 2010, showed
$248.39 million in total assets, $252.29 million total
liabilities, and a $3.89 million stockholders' deficit.

                        *     *     *

As reported by the TCR on Sept. 2, 2010, Moody's Investors Service
affirmed Real Mex Restaurant Inc.'s Speculative Grade Liquidity
rating at SGL-3.  Real Mex's long term ratings, including its Caa2
Corporate Family Rating, and stable outlook are unaffected by the
announcement.

According to Moody's, Real Mex's Caa2 CFR continues to reflect the
challenges Real Mex will face to reverse its revenue decline
primarily driven by the ongoing, albeit somewhat decelerated,
negative same store sales trend, in a very difficult operating
environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.


RG COLLING: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: RG Colling, LLC
        11601 Pellicano Dr., Unit C-16
        El Paso, TX 79936

Bankruptcy Case No.: 11-30942

Chapter 11 Petition Date: May 19, 2011

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Sidney J. Diamond, Esq.
                  DIAMOND LAW
                  3800 N Mesa B-3
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  E-mail: usbc@sidneydiamond.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-30942.pdf

The petition was signed by Randal G. Colling, president.


RIVER HAWK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: River Hawk Aviation, Inc.
        fdba Viva International, Inc.
        3103 9th Avenue Dr., NW
        Hickory, NC 28601

Bankruptcy Case No.: 11-50641

Chapter 11 Petition Date: May 19, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  MITCHELL & CULP, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  E-mail: rmmatty@mitchellculp.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb11-50641.pdf

The petition was signed by Calvin Humphrey, secretary.


RUBBER WHOLESALERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rubber Wholesalers, Inc.
        P.O. Box 128
        Ranger, GA 30734

Bankruptcy Case No.: 11-41777

Chapter 11 Petition Date: May 24, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Debtor's Counsel: Evan M. Altman, Esq.
                  8325 Dunwoody Place, Building 2
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-41777.pdf

The petition was signed by Terry Harris, president.


SANTA CLARITA: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Santa Clarita Athletic Club, Inc.
        24640 Wiley Canyon Road
        Santa Clarita, CA 91321

Bankruptcy Case No.: 11-32301

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Michael A. Younge, Esq.
                  LAW OFFICE OF MICHAEL A. YOUNGE
                  8141 E. Kaiser Boulevard, Suite 200
                  Anaheim Hills, CA 92808
                  Tel: (714) 685-1170
                  Fax: (714)-276-1443
                  E-mail: youngelaw@aol.com

Scheduled Assets: $2,500,000

Scheduled Debts: $12,867,395

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-32301.pdf

The petition was signed by Charles E. Hamilton, president.


SCI REAL ESTATE: U.S. Trustee Forms Creditors Committee
-------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.

The Creditors Committee members are:

      1. Mary Greco
         c/o Adriana Bollani
         5330 Lindley Avenue, #309
         Encino, CA 91316
         Tel: (818) 996-4438
         E-mail: axb6744@lausd.net

      2. Howard Simon
         4926 Louise Avenue
         Encino, CA 91316
         Tel: (818) 789-6605

      3. Wells Fargo bank
         ATTN: Gail E. Tubbs
         Vice President
         Los Angeles, CA 90071
         Tel: (213) 253-3368
         Fax: (213) 628-9694
         E-mail: gail.tubb@wellsfargo.com

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to
$50 million.


SEAHAWK DRILLING: Proposed Disclosure Statement Not Yet Approved
----------------------------------------------------------------
As reported in the TCR on May 25, 2011, Seahawk Drilling, Inc., et
al., filed their Joint Chapter 11 Plan of Reorganization and
proposed Disclosure Statement with the U.S. Bankruptcy Court for
the Southern District of Texas.

The Plan is subject to confirmation by the Bankruptcy Court.  The
Bankruptcy Court has not yet approved the Proposed Disclosure
Statement as containing adequate information pursuant to section
1125(b) of the Bankruptcy Code for use in the solicitation of
acceptances or rejections of the Plan.

Copies of the Plan and the proposed Disclosure Statement, were
submitted to the U.S. Securities and Exchange Commission on
May 23, 2011.

A copy of the Plan is available at http://is.gd/51PjOP

A copy of the Disc. Statement is available at http://is.gd/mRpFNB

                        About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SECURESOLUTIONS, LLC: Case Summary & Creditors List
---------------------------------------------------
Debtor: SecureSolutions, LLC
        1490 Swanson Drive, Suite 200
        Oviedo, FL 32765

Bankruptcy Case No.: 11-11581

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Adam Hiller, Esq.
                  HILLER & ARBAN, LLC
                  1500 N. French Street, 2nd Floor
                  Wilmington, DE 19801
                  Tel: (302) 442-7677
                  E-mail: ahiller@phw-law.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/deb11-11581.pdf

The petition was signed by James Pitts, president and chief
operating officer.


SHAHR, LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: SHAHR, LLC
        6526 Hitt Avenue
        Mc Lean, VA 22101

Bankruptcy Case No.: 11-13796

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Nathan A. Fisher, Esq.
                  3977 Chain Bridge Road, #2
                  Fairfax, VA 22030
                  Tel: (703) 691-1642
                  Fax: (703) 691-0192
                  E-mail: Fbarsad@cs.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Ali Hajabassi, president.


SIGG SWITZERLAND: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: SIGG Switzerland (USA), Inc.
        1177 High Ridge Road
        Stamford, CT 06905

Bankruptcy Case No.: 11-51024

Chapter 11 Petition Date: May 20, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Robert E. Kaelin, Esq.
                  Robert A. White, Esq.
                  MURTHA, CULLINA, RICHTER AND PINNEY
                  CityPlace I
                  185 Asylum Street
                  Hartford, CT 06103-3469
                  Tel: (860) 240-6000
                  Fax: (860) 240-6150
                  E-mail: rkaelin@murthalaw.com
                          rwhite@murthalaw.com

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

Estimated Debts: $10,000,001 to $50,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb11-51024.pdf

The petition was signed by Rob Dewar, president.


SKINNY NUTRITIONAL: Incurs $869,000 First Quarter Net Loss
----------------------------------------------------------
Skinny Nutritional Corp. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $869,055 on $1.61 million of net revenue for the three
months ended March 31, 2011, compared with a net loss of $1.03
million on $1.77 million of net revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed $1.97
million in total assets, $4.26 million in total liabilities, all
current, and $2.29 million stockholders' deficit.

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

                       http://is.gd/4W1xne

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $6.91 million on $6.92 million
of net revenue for the year ended Dec. 31, 2010, compared with a
net loss of $7.30 million on $4.14 million of net revenue during
the prior year.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, 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 had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively.  Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.


SOLO CUP: Moody's Revises Outlook to Stable, Affirms B3 CFR
-----------------------------------------------------------
Moody's Investors Service revised the ratings outlook for Solo Cup
Co. to stable from positive and affirmed the B3 Corporate Family
Rating and Probability of Default Rating. Moody's also affirmed
the SGL-2 speculative grade liquidity rating and instrument
ratings.

Moody's took these actions for Solo Cup.

   -- Revised ratings outlook to stable from positive

   -- Affirmed Corporate Family Rating B3

   -- Affirmed Probability of Default Rating B3

   -- Affirmed $200 million senior secured credit facility due
      July 2013, Ba2 (LGD 2- 17%)

   -- Affirmed $300 million senior secured notes due November
      2013, B2 (LGD 3 -41% from 40%)

   -- Affirmed $325 million senior subordinated notes due February
      2014, Caa2 (LGD 5 -86%)

The revision of the outlook to stable from positive reflects the
projected weakness in the primary end market, continued
challenging competitive environment, and cash restructuring costs
and execution risk inherent in the completion of the company's
restructuring plan. Solo Cup has failed to achieve the rating
triggers necessary for an upgrade and may be challenged to do so
over the rating horizon. While the company's restructuring plan
will ultimately help improve margins longer term and provides some
stability to the rating, it is unlikely to drive an improvement
significant enough to warrant an upgrade over the rating horizon
and entails some level of risk.

What Could Change the Rating - Up

The ratings could be upgraded if there is a sustainable
improvement in credit metrics, liquidity remains strong and there
is some stability in the operating and competitive environment.
Specifically, the ratings could be upgraded if free cash flow to
debt rises to the positive mid single digits, the EBIT margin
rises above 5.5%, and EBIT to gross interest expense improves to
over 1 time while debt to EBITDA remains below 5.5 times.

What Could Change the Rating - Down

The ratings are sensitive to changes in the competitive and
operating environment, the maintenance of sound liquidity and/or a
deterioration in credit metrics. Specifically, the ratings could
be downgraded if the EBIT margin declines below 5%, free cash flow
becomes negative and/or EBIT to gross interest expense remains
below 1 time.

The principal methodology used in rating Solo was Moody's Global
Packaging Manufacturers Metal, Glass, and Plastic Containers,
published in June 2009. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.


SPECIALTY TRUST: Wants to Accept Deeds in Lieu of Foreclosure
-------------------------------------------------------------
Specialty Trust Inc., et al., ask the U.S. Bankruptcy Court for
the district of Nevada to authorize them to accept the deeds in
lieu of foreclosure for the Waterfront loan and Nadador Third Deed
of Trust.

The Debtors explain that the proposed transactions are in the
ordinary course of business.

The proposed transactions are:

   1. The Waterfront Partners, LLC Deed in lieu: as of the
      petition date, the Debtors held a promissory note in the
      principal  amount of $6,860,000 executed by Waterfront.  The
      promissory note is secured by a deed of trust with respect
      to 3.35 acres of vacant land zoned mixed use located on East
      Second Street and the corner of Lake Street, along the north
      bank of the Truckee River, in Reno, Nevada.  The current
      principal balance of the Waterfront note is $6,800,000.

   2. The Nadador, LLC, Deed in Lieu: as of the petition date, the
      Debtor held three separate deeds of trust against the
      Nadador real property, which loans include a First Deed of
      Trust of $14,800,000 which is pledged to US Bank; a Second
      Deed of Trust of $5,036,318 which is pledged to Deutsche
      Bank; and a Third Deed of Trust of $7,310,650, which is
      pledged to NorthLight under the terms of the DIP Facility.
      The maturity dates of the notes were March 1, 2011.

The Debtors relate that Deutche Bank and Northlight's security
interests will remain intact and unimpaired.  However, tto he
extent that the non-merger clause is held unenforceable or
inapplicable, the Debtors will grant replacement liens against the
property to the same extent and priority as they existed  against
the respective deed of trust.

                       About Specialty Trust

Specialty Trust Inc. is a privately held Maryland corporation that
acquires and holds, in a tax-advantaged real estate investment
trust structure, mortgage loans and mezzanine loans secured by
real property located primarily in Nevada, Arizona and California,
and interests in entities owning real estate that was acquired
through foreclosure of mortgage loans made by ST and mezzanine
loans.

Reno, Nevada-based Specialty Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-51432) on April 20, 2010.
Affiliates Specialty Acquisition Corp. (Bankr. D. Nev. Case No.
10-51437) and SAC II (Bankr. D. Nev. Case No. 10-51440) filed
separate Chapter 11 petitions.

Sallie B. Armstrong, Esq., and Michelle N. Kazmar, Esq., at Downey
Brand LLP, in Reno, Nevada; and Ira D. Kharasch, Esq., Scotta E.
McFarland, Esq., and Victoria A. Newmark, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, Calif., serve as the Debtor's
bankruptcy counsel.

On May 24, 2010, a committee of equity holders was appointed.
On Sept. 2, 2010, the Court appointed Grant Lyon as chief
restructuring officer of the Debtors.

In its schedules, Specialty Trust disclosed assets of $201,452,048
and liabilities of $109,022,194 as of the petition date.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.


SPECIALTY PRODUCTS: Plan Filing Period Extended Sept. 30
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Specialty Products Holdings Corp., and Bondex
International, Inc.'s exclusive periods to file and solicit
acceptances of a plan through and including Sept. 30, 2011, and
Nov. 29, 2011, respectively.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty Products, along with affiliates, filed Chapter 11
petitions to create a trust taking over liability for 10,000
asbestos claims.

Specialty Products filed for Chapter 11 bankruptcy (Bankr. D. Del.
Lead Case No. 10-11780) on May 31, 2010, estimating its assets and
debts at $100 million to $500 million.  The Company's affiliate,
Bondex International, Inc., filed a separate Chapter 11 petition
on May 31, 2010 (Case No. 10-11779), estimating its assets and
debts at $100 million to $500 million.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the Debtors.
Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at
Richards Layton & Finger, serve as co-counsel.  Logan and Company
is the Company's claims and notice agent.  Blackstone Advisory
Partners L.P. is the Debtors' financial advisor and investment
banker.

As of the Petition Date, the Debtors were defendants in more than
10,000 pending asbestos-related bodily injury lawsuits.  A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


SPECTO PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Specto Properties Partners, L.P.
        1350 Columbia Street, Suite 503
        San Diego, CA 92101

Bankruptcy Case No.: 11-08566

Chapter 11 Petition Date: May 24, 2011

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

Debtor's Counsel: David L. Speckman, Esq.
                  SPECKMAN & ASSOCIATES
                  1350 Columbia Street, Suite 503
                  San Diego, CA 92101
                  Tel: (619) 696-5151
                  E-mail: speckmanandassociates@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/casb11-08566.pdf

The petition was signed by David L. Speckman, limited partner.


STAR READY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Star Ready Mix, Inc.
        P.O. Box 9057
        Caguas, PR 00726

Bankruptcy Case No.: 11-04254

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  VICTOR GRATACOS-DIAZ LEGAL OFFICE
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: vgratacd@coqui.net

Scheduled Assets: $6,038,919

Scheduled Debts: $8,999,479

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-04254.pdf

The petition was signed by Victor M. Diaz Morales, president.


STATION CASINOS: May Transfer Aliante Casino to Lenders
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Station Casinos Inc. obtained the signature of the
bankruptcy judge on a confirmation order for the affiliate that
owns the Aliante Station casino.  Mr. Rochelle relates that the
plan gives the Aliante casino to lenders owed more than $378
million.

According to Mr. Rochelle, May 25 was also the scheduled
confirmation for the reorganization of Green Valley Ranch Resort,
Spa & Casino in suburban Las Vegas.  Although the plan wasn't
confirmed, the company won a major victory when the bankruptcy
judge removed three dissident second-lien lenders from the
creditors' committee that was opposing the plan.  Green Valley and
the first-lien creditors contended that an intercreditor agreement
bars the junior creditors from disputing the disposition of the
collateral or challenging the validity of the senior lien.

Mr. Rochelle relates that the judge also didn't go along with
Green Valley's request to deny the committee the ability to demand
production of documents.  Instead, Mr. Rochelle notes that there
will be a discovery and the possibility of another confirmation
hearing in June.

                    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)


STONE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stone Solutions LLC
        22014 N. 20th Avenue
        Phoenix, AZ 85027

Bankruptcy Case No.: 11-14871

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Cindy Lee Greene, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: c.greene@cplawfirm.com

Scheduled Assets: $893,118

Scheduled Debts: $2,537,538

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-14871.pdf

The petition was signed by Gordon R. Caruk, president.


SURGICAL CARE: Moody's Assigns 'Ba3' Rating to  New Term Loan
-------------------------------------------------------------
Moody's Investors Service rated Surgical Care Affiliates' new $100
million Term Loan B Ba3 and affirmed the Ba3 rating on the
existing senior secured credit facilities. At the same time,
Moody's affirmed the corporate family rating at B2, the SGL-2
speculative grade liquidity rating, B3 rating on the $165 million
of senior PIK toggle notes and Caa1 rating on the $150 million of
senior subordinated notes. Proceeds from the incremental term loan
will be used to fund the debt and equity funded acquisition of a
49% ownership stake in the Ambulatory Surgery Center operations of
a sizeable health system (nine ASCs) for about $123 million or a
6.4 times multiple of adjusted EBITDA. The rating outlook is
stable.

The B2 corporate family rating incorporates the opportunity
associated with SCA's investment in the ASC operations of a
sizable health system. While leverage neutral at inception,
supported in part by an equity contribution from TPG Partners,
there will likely be incremental benefits as a result of the
combination including the expansion of EBITDA from synergies as
well as increased scale and geographic diversification.

This rating was assigned:

   -- $100 million incremental Term Loan B due 2018 at Ba3 (LGD3,
      31%);

These ratings were affirmed (LGD assessments revised):

   -- Corporate Family Rating at B2;

   -- Probability of Default Rating at B2;

   -- $342 million existing senior secured term loan facility due
      2017 at Ba3 (LGD3, 31%);

   -- $125 million senior secured revolving credit facility due
      2016 at Ba3 (LGD3, 31%);

   -- $165 million senior PIK Toggle Notes due 2015 at B3 (LGD5,
      77%);

   -- $150 million senior subordinated notes due 2017 at Caa1
      (LGD6, 92%);

   -- Speculative Grade Liquidity Rating at SGL-2;

The outlook is stable.

RATING RATIONALE

SCA's B2 Corporate Family Rating reflects the company's
considerable financial leverage, limited interest coverage and
modest free cash flow generation. Credit metrics have not improved
measurably since the leveraged buyout due in part to the
challenging operating environment resulting from declines in the
number of insured persons and increases in healthcare deductibles.
With high unemployment and individuals with limited or no health
coverage, many are less likely to schedule physician visits,
ultimately resulting in fewer visits to ASCs and the deferral of
non-urgent care. These factors have contributed to the decrease in
case volume SCA has experienced. While acquisitions are expected
to contribute to the company's growth trajectory, they are likely
to limit de-leveraging over the near term.

However, the rating also reflects favorable industry fundamentals
over the long-term. Due to the expanded coverage granted by US
healthcare reform, Moody's believes SCA will benefit over time
from increasing volumes, improving profitability as a result of
more patients with greater acuity, and a relatively stable
reimbursement environment. Moody's also expect insurance payers,
including Medicare, to continue driving patients to less expensive
providers, such as ASCs. The rating also considers the company's
strong market position, an improving case mix, and good liquidity.
With this transaction maturities are extended - the revolver to
2016, existing term loan to 2017 and incremental term loan to 2018
- unless the PIK notes' maturity is not extended beyond its
current 2015 maturity date.

If the company is unable to de-lever over the next 12 months, the
outlook could be changed to negative. Furthermore, Moody's could
downgrade the rating if adjusted free cash flow is expected to be
trend below 3% for a sustained period or if adjusted debt to
EBITDA is expected to be above 7.0 times.

Given the delayed improvement in the credit metrics since the time
of the leveraged buyout alongside ongoing acquisition activity,
Moody's does not expect to upgrade the ratings over the near-term.
However, Moody's could change the outlook to positive if SCA can
decrease financial leverage through a combination of debt
repayment or an increase in operating profits resulting from
margin expansion and volume growth. Moody's would consider an
upgrade to the rating if the company can sustain free cash flow to
debt above 5% and demonstrate a sustained ability to maintain debt
in the 5 times range.

Surgical Care Affiliate's ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Surgical Care Affiliate's core industry and believes Surgical Care
Affiliate's ratings are comparable to those of other issuers with
similar credit risk. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Surgical Care Affiliates, (SCA), headquartered in Birmingham,
Alabama, operates one of the largest networks of surgical
facilities in the US, comprised of 118 ambulatory surgery centers
(ASCs), four surgical hospitals, and 2 hospital surgery
departments at December 31, 2010. SCA is owned by TPG Partners V,
L.P., members of management and other investors.

The company generated revenue of approximately $737 million for
the twelve months ended March 31, 2011. By comparison, United
Surgical Partners International, Inc. (B2 CFR, Stable Outlook),
operated 186 domestic surgery centers in the US and five
facilities in the United Kingdom and generated revenue of $586
million and Symbion Inc. (B3 CFR, Negative Outlook) owned and
operated 49 surgery centers and five surgical hospitals and
generated revenue of $432 million for the same period.


SURGICAL CARE: S&P Assigns 'B' Issue-Level Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Birmingham, Ala.-based Surgical
Care Affiliates' proposed incremental $100 million term loan B due
2018. "We also affirmed the 'B' corporate credit rating and
existing issue-level ratings. The outlook is stable," S&P stated.

The company intends to use the proceeds from the incremental term
loan, in addition to $25 million of cash equity from the financial
sponsor, to acquire a minority interest in the ambulatory surgery
centers of a large hospital system. S&P expects the transaction to
be leverage neutral.

"Our rating on Surgical Care reflects what we consider the
company's highly leveraged financial risk profile and weak
business risk profile," explained Standard & Poor's credit analyst
Rivka Gertzulin. "Although it has carried a large debt burden
since becoming an independent company in 2007, liquidity is
adequate. While we expect the reimbursement environment to remain
stable in the near term, third-party reimbursement risks, as an
owner and operator of surgical facilities, dominate the business
risk profile."

"The ratings also assume that the recent improvement in case
volume continues over the near-to-medium return," added Ms.
Gertzulin.


SW BOSTON HOTEL: Sells for $89.5 Million, No Auction
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that SW Boston Hotel Venture LLC, the owner of the W Hotel
in Boston, was authorized by the bankruptcy judge on May 24 to
sell the hotel portion of the project for $89.5 million, without
an auction.  The buyer is Pebblebrook Hotel Trust, a real estate
investment trust.  It is acquiring the 225-unit hotel and garage
portion of the property.  SW said the price is $30 million more
than the appraisal offered by Prudential Insurance Co. of America,
the secured lender currently owed $148 million.  SW retains the 90
unsold condominium units. Thirty-two were sold, and five are under
contract.  The Debtor justified the lack of an auction by saying a
quick sale would bring an immediate reduction in secured debt.
Also, no one offered more despite marketing.

                    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.


TAIPAN PROPERTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Taipan Property II, LLC
        P.O. Box 2297
        Pinellas Park, FL 33780

Bankruptcy Case No.: 11-09764

Chapter 11 Petition Date: May 23, 2011

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

Debtor's Counsel: Buddy D. Ford, Esq.
                   BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

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

Estimated Debts: $10,000,001 to $50,000,000

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

The petition was signed by Cliff J. Davis, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
A & C Development, LLC                11-01593            01/31/11


TAWK DEVELOPMENT: Has Until May 31 to Propose Reorganization Plan
-----------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada approved a stipulation extending Tawk
Development LLC's exclusive periods to file a plan of
reorganization until May 31, 2011.

The stipulation was entered between the Debtor and Aviva Real
Estate Investors (Falcon Landing), LLC, the Debtor's principal
secured creditor.

The Debtor relates that the extension would enable the consensual
resolution of disputes with Aviva.  The Debtor added that if the
resolution is reached, it will be incorporated in the plan.

Aviva is represented by the law firms of Quarles & Brady LLP and
Pisanelli Bice PLLC.

                    About Tawk Development, LLC

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection on January 14, 2011 (Bankr.
D. Nev. Case No. 11-10584).  Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $22,747,153 in assets and $21,263,119 in
liabilities as of the Chapter 11 filing.


TEAM NATION: Incurs $122,800 First Quarter Net Loss
---------------------------------------------------
Team Nation Holdings Corporation filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of $122,833 on $396,160 of total revenue for
the three months ended March 31, 2011, compared with net income of
$28,074 on $368,624 of total revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed $3.01
million in total assets, $6.58 million in total liabilities and a
$3.57 million total shareholders' deficit.

                           Going Concern

As reported by the TCR on April 13, 2011, Kelly & Company, in
Costa Mesa, Calif., said in its report that the Company's
significant debt servicing requirements, its ongoing operating
losses and negative cash flows along with the depressed value of
its common stock gives raise to substantial doubt about the
Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).

In the Form 10-Q, the Company noted that at March 31, 2011, it had
negative working capital of $4,061,803, total liabilities of
$6,582,017, and a stockholders' deficit of $3,571,787.  The
Company's most significant asset is a group of eight notes
receivable that were issued by its four officers and directors,
amounting to $2,184,707 at March 31, 2011, which had the payment
terms rewritten on extended terms in 2008.  The Company's
significant debt servicing requirements, the ongoing operating
losses and negative cash flows along with the depressed value of
the Company's common stock raise substantial doubt about the
Company's ability to continue as a going concern.

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

                         http://is.gd/5o98Ib

                         About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company reported net income of $553,157 on $2.64 million of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $3.62 million on $2.02 million of revenue during the prior
year.


TECH ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tech Electric Inc.
        P.O. Box 1372
        Livingston, MT 59047

Bankruptcy Case No.: 11-61010

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: James A. Patten, Esq.
                  PATTEN PETERMAN BEKKEDAHL & GREEN
                  The Fratt Building, Suite 300
                  2817 2nd Avenue N
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500
                  E-mail: japatten@ppbglaw.com

Scheduled Assets: $1,430,673

Scheduled Debts: $2,882,073

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mtb11-61010.pdf

The petition was signed by Arnold Lilley, president.


TONGJI HEALTHCARE: Reports $61,300 First Quarter Net Income
-----------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $61,343 on $623,989 of total operating revenue for
the three months ended March 31, 2011, compared with a net loss of
$122,010 on $384,767 of total operating revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $7.23
million in total assets, $6.96 million in total liabilities, all
current, and $265,277 in total stockholders' equity.

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

                        http://is.gd/6OC4n3

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., was incorporated in the State of Nevada on
December 19, 2006.  The Company operates Tongji Hospital,
a general hospital with 105 licensed beds.

The Company reported a net loss of $56,232 on $1.92 million of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $324,335 on $1.87 million of total operating
revenue during the prior year.

As reported by the TCR on April 25, 2011, Kabani & Company, Inc.,
in Los Angeles, Calif., noted that the Company's significant
operating losses and insufficient capital raise substantial doubt
about its ability to continue as a going concern.


TOUSA INC: Scores Almost Complete Insurance Policy Victory
----------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Tousa Inc. won an almost complete victory over an insurance
company regarding repayment of excess premiums.  The bankruptcy
court in Fort Lauderdale, Florida, will hold a hearing on
Aug. 18 to approve a settlement where Tousa will receive about
$3.57 million.

Mr. Rochelle relates that Tousa bought so-called home builders'
protective coverage from Zurich American Insurance Co. and paid a
premium of almost $9 million.  Zurich conducted an audit and said
Tousa was entitled to a refund of $3.06 million because the
homebuilder's revenue was lower than expected.  Tousa conducted
its own audit and calculated it was owed $3.59 million.  When New
York-based Zurich refused to pay even $3.06 million, Tousa sued.

Mr. Rochelle relates that the settlement will produce $3.57
million for Tousa, almost the full amount demanded.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul
M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven
Singerman, Esq., at Berger Singerman, to represent them in
their restructuring efforts.  Lazard Freres & Co. LLC is the
Debtors' investment banker.  Ernst & Young LLP is the Debtors'
independent auditor and tax services provider.  Kurtzman Cars
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, represent the
creditors committee.


TRANSAX INTERNATIONAL: Incurs $177,902 Net Loss in 1st Quarter
--------------------------------------------------------------
Transax International Limited filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $177,902 on $0 of revenue for the three months ended
March 31, 2011, compared with a net loss of $392,013 on $0 of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $942,725 in
total assets, $11.03 million in total liabilities, all current,
and a $10.08 million total stockholders' deficit.

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

                        http://is.gd/37Sb0v

                   About Transax International

Transax International Limited -- http://www.transax.com/--
primarily through its 55% owned subsidiary, Medlink Conectividade
em Saude Ltda is an international provider of information network
solutions specifically designed for healthcare providers and
health insurance companies.  The Company's MedLink Solution
enables the real time automation of routine patient eligibility,
verification, authorizations, claims processing and payment
functions.  The Company has offices located in Plantation, Florida
and Rio de Janeiro, Brazil.  The Company currently trades on the
OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt
and Berlin Stock Exchanges under the symbol "TX6".

The Company reported a net loss of $2.09 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$2.80 million on $0 of revenue during the prior year.

As reported by the TCR on April 25, 2011, MSPC Certified Public
Accountants and Advisors, in 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 accumulated losses from operations of
approximately $19.3 million, a working capital deficiency of
approximately $10.8 million and a stockholders' deficiency of
approximately $10.0 million at Dec. 31, 2010.  Additionally,the
Company sold its sole operating subsidiary.


TREY RESOURCES: Reports $465,653 Net Income in First Quarter
------------------------------------------------------------
Trey Resources, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $465,653 on $2.76 million of total revenues for the three
months ended March 31, 2011, compared with net income of $401,990
on $1.82 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed $1.75
million in total assets, $6.46 million in total liabilities, all
current, and a $4.71 million total stockholders' deficit.

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

                        http://is.gd/o1Zb6V

                       About Trey Resources

Livingston, N.J.-based Trey Resources, Inc. operates as a business
consultant, and value-added reseller and developer of financial
accounting software in the United States.

The Company reported a net loss of $568,505 on $7.48 million of
total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.50 million on $7.41 million of total revenue during
the prior year.

Friedman LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
Company's financial statements for the year ended Dec. 31, 2010
have been prepared assuming the Company will continue as a going
concern.  The Company has incurred substantial accumulated
deficits and operating losses, and at Dec. 31, 2010, has a working
capital deficiency of approximately $5.1 million.


TRIBUNE CO: D&Os Still Oppose Competing Plans
---------------------------------------------
Certain directors and officers of Tribune Company submitted to
the Court a letter brief supplementing their objections to
the creditors' trust in the:

* Joint Plan of Reorganization proposed by the Debtors, the
   Official Committee of Unsecured Creditors, Oaktree Capital
   Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan
   Chase Bank, N.A.; and

* Plan of Reorganization proposed by 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.

The Officers' counsel, George R. Dougherty, Esq., at Grippo &
Elden LLC, in Chicago, Illinois -- gdougherty@grippoelden --
avers that the Plan Proponents are wrong when they argue that the
Official Committee of Unsecured Creditors' decision not to assert
construction fraudulent conveyance claims gives individual
creditors of a Creditors' Trust the authority to pursue the
identical interest sought by the Creditors' Committee.  Allowing
litigation in numerous jurisdictions seeking to recover the same
alleged "interest" thwarts a key objective of the Bankruptcy
Code: the aggregation in one place of property available for
distribution to creditors and the subsequent fair distribution of
that property, he points out.  Approval of the proposed
Creditors' Trusts would also expose settlement payments not
involving intentional fraudulent conveyance to attack, a clear
circumvention of Congressional determination and Third Circuit
precedent that states that Section 546(e) of the Bankruptcy Code
is a defense to any Creditors' Trust or individual creditor
action, he argues.

The Officers also ask the Court to sustain their objections to
the proposed Bar Order because: (i) the proposed Bar Order
contains impermissible injunctions; and (ii) the Plan Proponents
have failed to ensure that barred persons will receive the
protections of the judgment reduction provision.  Without those
protections, the Officers' rights would be negated without fair
and adequate consideration, which would violate existing law, Mr.
Dougherty insists.

The objecting Officers -- Harry Amsden, Dennis FitzSimons, Bob
Gremillion, Don Grenesko, David Hiller, Tim Landon, Tom Leach,
Luis Lewin, Mark Mallory, Dick Malone, Ruthellyn Musil, John
Reardon, Scott Smith, John Vitanovec, Kathy Waltz, and David
Williams -- are named defendants in Adversary Proceeding No. 10-
54010 filed by the Official Committee of Unsecured Creditors.

Mark W. Hianik, John Birmingham, Tom E. Ehlmann, and Peter A.
Knapp join in the letter brief filed by the Officers.

                        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: Labor Dept. Opposes Debtor's Plan
---------------------------------------------
Hilda L. Solis, secretary of the U.S. Department of Labor,
submits a supplementary brief in furtherance of her objection to
the confirmation of the Second Amended Joint Plan of
Reorganization filed by Tribune Co., et al.

By this brief, the Secretary seeks to vindicate the interests of
Tribune Company's workers as plan participants under the Employee
Retirement Income Security Act, not as wronged Tribune
shareholders, attorney for the Department of Labor, Michael
Schloss, Esq. -- schloss.michael@dol.gov -- says.

Mr. Schloss asserts that because the participants under the
Tribune Employee Stock Ownership Plan have not voluntarily
assumed the risks of insolvency and illegal issuance in the same
way as equity investors, thus the Secretary's claims under the
Employee Retirement Income Security Act on their behalf should
not be subordinated.  Indeed, the Secretary seeks only to insure
that Section 510(b) of the Bankruptcy Code is not interpreted to
encompass claims arising from the imprudent or disloyal decisions
of fiduciaries, he says.  ERISA was designed to minimize the risk
to retirement savings by interposing fiduciaries subject to
strict duties of prudence and loyalty between plan participants
and the market.  Accordingly, Section 510(b) was not intended to
override this unique set of protections, he points out.

Mr. Schloss further contends that subordination of the
Secretary's claims would be inconsistent with the repeated
decisions by Congress to provide special protection to the claims
of employees and retirees under the Bankruptcy Code.  If the
claims of an ESOP are subject to mandatory subordination simply
because the losses in some manner are linked to the value of an
ESOP's equity interest, then rather than protecting the
legitimate expectations of creditors, Section 510(b) would
wrongly be used to create a safe harbor for debtors that
knowingly abuse their power over their workers' retirement plans
to further their own interests, he argues.

Essentially, the DCL Proponents have failed to provide any
credible basis for their attempt to subordinate the DOL Claims
against the Tribune's Subsidiaries, while leaving the equity
interests in those subsidiaries unimpaired, Mr. Schloss
maintains.

At a May 13 hearing, an agreement has been reached to address the
Secretary's objections to the proposed subordination of the
Secretary's Claims under the Noteholder Plan subsequent to
confirmation.

The Secretary refiled her letter brief to append a copy of her
previous objection to the confirmation of the DCL Plan filed in
February 2011.

                        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: Addresses Plan Confirmation Objections
-------------------------------------------------
Tribune Co., et al., maintain that the Plan of Reorganization
they propose should be confirmed.

In an omnibus response to the letter briefs filed by the
objecting parties, counsel to the Official Committee of Unsecured
Creditors, David M. LeMay, Esq., at Chadbourne & Parke LLP, in
New York, tells Judge Carey that the objecting parties raise a
variety of issues, most of which do not relate in any way to
confirmation of the DCL Plan.  The remaining objections are
without merit and should be overruled, he contends.

           Litigation Trust is Proposed in Good Faith

Sam Zell's objection is really just one more thinly-veiled and
improper attempt to prematurely litigate the merits of the claims
asserted against him, argues Mr. LeMay.  Mr. LeMay clarifies that
the DCL Plan does not seek a determination as to the validity of
any claims that may be prosecuted by the trusts, including those
that may exist against Mr. Zell.  The DCL Plan simply creates a
trust structure that preserves Estate claims and provides a
mechanism for the pursuit of those claims, he points out.  It
would thus be a waste of time and estate resources if the DCL
Proponents were required, before a plan has been confirmed and
the trusts implemented, to pre-litigate claims that would not be
settled or released under the DCL Plan, Mr. LeMay argues.

Mr. LeMay further contends that Mr. Zell and EGI-TRB LLC have
mischaracterized the indemnification provisions.  Sections 13.3.7
and 14.4.7 of the DCL Plan are narrowly tailored to provide that
the trusts, not the Reorganized Debtors, will indemnify the
trustees with respect to actions arising from the good faith
exercise of their powers and duties, Mr. LeMay insists.

         Creditors' Trust is Proposed in Good Faith

The Court has already ordered that the individual creditors of
the Debtors have "regained the right, if any, to prosecute their
respective state law constructive fraudulent conveyance claims"
against the former stockholders of Tribune, Mr. LeMay avers.
Contrary to the arguments of EGI-TRB and the objecting directors
and officers, the Creditors' Trust simply provides a mechanism by
which individual creditors may aggregate their individual claims,
he clarifies.

Mr. LeMay continues that whether the claims transferred to the
Creditors' Trust might ultimately be barred by the application of
Section 546(e) of the Bankruptcy Code, res judicata, or any other
defense is irrelevant to the question of whether the DCL Plan
should be confirmed.  In fact, the DCL Proponents amended the DCL
Plan on April 26, 2011, to clarify that it does not impair or
prejudice the rights of any party to assert any defenses that it
may have, including any defense that may exist under Section
546(e) in connection with Disclaimed State Law Avoidance Claims,
he adds.

         DCL Plan Does Not Determine Relative Priority

To accommodate EGI-TRB's request for clarification, the DCL Plan
was amended on April 26 to provide that "nothing in the Plan will
be deemed to constitute a determination of the respective
priorities of the PHONES Notes Claims and the EGI-TRB LLC Notes
Claims, solely as between the PHONES Notes Claims and the EGI-TRB
LLC Notes Claims."  This language is crystal clear and puts this
objection to rest, Mr. LeMay avers.

             Bar Order Is Necessary And Appropriate

The Bar Order is a standard and essential element of the DCL Plan
that ensures that the settling defendants get the full benefit of
their bargain that they cannot be held liable on account of
settled liability, Mr. LeMay asserts.  The D&Os' sole substantive
objection to the Bar Order is entirely misplaced, he argues.  In
sum, the Bar Order reasonably and appropriately balances the
rights of settling and non-settling defendants alike and is
securely grounded in both legal precedent and public policy, he
asserts.

             DOL Claims Are Properly Subordinated

Mr. LeMay insists that the United States Department of Labor's
claims are based on exactly the same provisions of Employee
Retirement Income Security Act, and the DOL seeks exactly the
same relief, as the private investors who brought suit in Neil v.
Zell.  It cannot seriously be disputed that the Neil plaintiffs'
claims, if they had continued to be asserted against Tribune,
which seek to recover losses based on the ESOP's purchase of
Tribune stock and the subsequent decline in value of that stock,
fall squarely within Section 510(b), he points out.

The DOL also fails to explain how a claimant's status as an
employee-shareholder, rather than an outside shareholder, is
relevant to the Section 510(b) analysis, Mr. LeMay contends.
Their status as employees of Tribune does not affect that
analysis and if Congress intended that it should, it would have
provided special treatment for employee equity holders as it has
in other circumstances, he maintains.

                        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: Noteholders Address Plan Confirmation Objections
------------------------------------------------------------
The Noteholders filed an omnibus reply to the letter briefs
opposing the Third Amended Joint Plan of Reorganization.

The Noteholders set forth their response to the objections:

A. Sam Zell

  Counsel to the Noteholders, Daniel H. Golden, Esq., at Akin
  Gump Strauss Hauer & Feld LLP, in New York, argues that Mr.
  Zell's argument that prosecution of the LBO Claims against him
  are barred is fundamentally flawed given the conclusions of
  the Examiner.  While Mr. Zell distorts the Examiner's findings
  in an unsuccessful attempt to support his assertions, it is
  important to note that Mr. Zell never sought to elicit
  evidence that the Zell/EGI-TRB LLC claims lack merit, Mr.
  Golden points out.  Mr. Golden argues that a review of certain
  Zell/EGI Claims justifies their prosecution:

  * Breach of Fiduciary Duty/Aiding and Abetting Breach of
    Fiduciary Duty.  The evidence is uncontroverted that Mr.
    Zell was the principal architect of the distrastrous LBO.

  * Fraudulent Conveyance/Preference.  The Examiner's
    determination that a court was "highly likely" to conclude
    that Tribune was rendered insolvent by the Step Two
    transactions provides a firm foundation for the
    constructive fraudulent transfer claim against EGI.

  Essentially, the Examiner's Report confirms the existence of a
  colorable preference claim against EGI-TRB, Mr. Golden
  insists.  "Zell's rhetoric should be seen for what it is - a
  putative defendant doing everything in his power to prevent
  prosecution of litigation," Mr. Golden avers.

B. EGI and D&O

  Mr. Golden asserts that the Noteholder Plan does not require
  the Court to determine the priority of the Outstanding EGI
  Notes vis-a-vis the PHONES Notes in connection with
  confirmation, noting that it is unlikely the issue will ever
  need to be decided because if the LBO Claims are successfully
  prosecuted or, unlike under the DCL Plan, appropriately
  settled, the Outstanding EGI Notes will be avoided or
  otherwise be unlikely to receive a recovery.  The Noteholders
  also have no objection to including clarifying language in the
  confirmation order for the Noteholder Plan per EGI-TRB's
  request, he relates.

  Mr. Golden also notes that Section 546(e) of the Bankruptcy
  Code, by its plain meaning, applies only to actions undertaken
  by the "trustee", not by individual creditors or assignees
  thereof.  Here, the SLCFC Claims will be brought by or on
  behalf of individual creditors, their assignees and/or the
  Creditors' Trust, not by an estate representative.  Thus,
  Section 546( e), by its express terms, does not apply to the
  SLCFC Claims as EGI-TRB and certain objecting directors and
  officers have argued.  More importantly, it is not necessary
  for the Court to determine whether Section 546(e) or any other
  defense is applicable to the SLCFC Claims in connection with
  confirmation as nothing in the Noteholder Plan deprives EGI-
  TRB, the D&Os or any other shareholder defendant in any
  lawsuit asserting SLCFC Claims from arguing that individual
  creditors, their assignees, indenture trustees or the
  Creditors' Trust lack standing to prosecute those claims or
  that Section 546(e) bars those claims, he maintains.

                        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)


TUBO DE PASTEJE: Creditors May File Chapter 11 Plan After June 8
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tubo de Pasteje SA and subsidiary Cambridge-Lee
Holdings Inc. won their sixth and last extension of the exclusive
right to propose a Chapter 11 plan.  By June 8, they will have
been in Chapter 11 for 18 months.  After that, bankruptcy law
allows any creditor to file a plan to reorganize or liquidate the
companies. The final extension of exclusivity was approved by the
bankruptcy judge on May 23. Discussions on a plan are "nearing
completion" and a "consensual plan" is expected soon, Tubo said.
Mexico City-based Industrias Unidas SA, parent of Tubo, said in
February there was agreement in principle with creditors for a
$371 million debt swap.

                       About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


ULTIMATE ESCAPES: Has Until July 18 to Propose Chapter 11 Plan
--------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended Ultimate Escapes Holdings LLC and
its affiliated debtors' exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until July 18, 2011,
and Sept. 15, respectively.

AS reported in the Troubled Company Reporter on May 9, the
Debtors' extension will enable them to finalize the terms of a
plan with the Official Committee of Unsecured Creditors in order
to file a consensual plan in their cases.

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Attorneys at Polsinelli Shughart PC, and Gordon & Rees LLP,
represent the Creditors Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNILAVA CORPORATION: Incurs $425,800 First Quarter
--------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $425,754 on $938,057 of revenue for the three months ended
March 31, 2011, compared with a net loss of $223,079 on $1.41
million of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $4.32
million in total assets, $5.61 million in total liabilities and a
$1.29 million total stockholders' deficit.

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

                        http://is.gd/QucKxO

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.

The Company reported a net loss of $1.00 million on $5.31 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.81 million on $7.35 million of revenue during the prior
year.

As reported by the TCR on April 14, 2011, De Joya Griffith &
Company, LLC, in Henderson, Nevada, said that the Company has
suffered losses from operations, which raises substantial doubt
about its ability to continue as a going concern.  The Company has
recently sustained operating losses and has an accumulated deficit
of $2.38 million at Dec. 31, 2010.  In addition, the Company has
negative working capital of $4.59 million at Dec. 31, 2010.


UNIVERSAL BIONERGY: Authorized Common Shares Hiked to 1 Billion
---------------------------------------------------------------
Universal Bioenergy, Inc., filed with the Nevada Secretary of
State a Certificate of Amendment to the Company's Articles of
Incorporation.  The amendment was approved by a Written Consent of
The Majority of the Voting Shareholders, and the Written Consent
of the Board of Directors on June 18, 2010.  A full-text copy of
the Amendment is available for free at http://is.gd/hBW8mg

The Amendment incorporated these changes:

   (a) Increased the number of authorized shares of the Company's
       common stock from 200,000,000 to a total of 1,000,000,000
       shares.

   (b) Grant to the Board of Directors the full right and
       authority to increase or otherwise change the authorized
       shares of common stock and preferred stock without any
       shareholder action or approval.

   (c) Grant to the Board of Directors the full right and
       authority to change the name of the Corporation at a future
       date without out any shareholder action or approval.

   (d) To authorize that each Director will be elected to serve
       for a minimum period of one  year, and up to three  years,
       or will serve until his successor is elected and qualifies.
       Directors need not be stockholders.

With reference to the Amendment, Management does not  intend to
actually issue all of these authorized shares to the public, as
they will primarily remain within the corporate treasury until
needed, nor does it intend to use them for a reverse stock split.
Some shareholders may view this action as a potential for dilution
and a devaluation of their shares, however the Comopany believes
there are many valuable benefits to the Company's shareholders.

Management believes that the shareholders would likely receive
greater potential financial rewards by means of increased
revenues, earnings, a significant increase in the price of the
stock, greater market value of the Company, increased assets and
more liquidity.  The Company is aggressively preparing for rapid
growth and expansion through some planned major mergers and
acquisitions.  Additionally, based on the type and size of
transactions that the Company is working on, it needs to have the
shares available to it and the flexibility to meet those need and
goals.  The Company needs to be able to respond very quickly to
these current and future business opportunities as they appear in
the marketplace.  Some of these near term projects include the
development and acquisition of oil and gas properties, and
interests in gathering and transport pipelines.  The shares may
also be used for raising capital, the acquisition of assets,
attracting key employees, building strategic relationships with
other major companies, expanding the Company's product lines and
the acquisition of patents, technologies and other related
purposes.

The Amendment to the Articles of Incorporation is intended to
facilitate the actions indicated below which were fully disclosed
in the Company's Form 10Q Reports for the periods ending June 30,
2010, and Sept. 30, 2010.

   * National Stock Exchange Listing

With its planned growth by mergers, acquisitions and future
revenues, Management is evaluating and  positioning the Company to
potentially qualify, and apply to be listed on a major national
stock exchange, which stock exchanges list similarly situated
alternative energy technology companies, such as NASDAQ, NYSE Amex
Equities, or others.

Management has fully reviewed the qualifications for the relative
national stock exchanges to determine which one it can best
position the Company to qualify for, and apply to be listed.
Therefore, on June 18, 2010, the Company approved amending the
Articles of Incorporation to increase the amount of authorized
shares of common stock from 200,000,000 to 1,000,000,000 shares
with a par value of $.001.  One of the qualifications requirements
to be listed on most stock exchanges is a minimum bid price for  a
company's shares of stock.  The minimum share bid price to
qualify for NASDAQ, is $4.00 per share, and for NYSE Amex, the
minimum share price is $2.00 to $3.00 per share, depending on
which initial listing standard a company may qualify for.  For the
Company to qualify for either of those to stock exchanges, the
Company's share price would have to increase to the $2.00 to $4.00
range.  Management believes that, if it can successfully position
itself to qualify to meet the listing requirements for one of the
stock exchanges, it would greatly increase the market value of
the Company, and should make it attractive to more retail and
institutional investors.  The Company also feels this would be of
great benefit to its shareholders.

* Future Capital Funding

To ensure the Company's ability to develop a long term profitable
business, management is planning to raise additional funds in
debt or equity capital to fund the growth of the company.  The
Company anticipates using the proceeds to purchase some of the
companies it has targeted for future acquisitions, and some for
working capital.  Management believes, although it cannot
guarantee, that it should be successful in raising additional
capital to fund the Company's plans for growth and expansion.

On June 18, 2010, the Company approved amending the Articles of
Incorporation to increase the amount of authorized shares of
common stock from 200,000,000 to 1,000,000,000 shares with a par
value of $.001.  The purpose of increasing the number of shares of
common stock is to use them for business and financial purposes,
including raising capital, for mergers and acquisitions, acquiring
products or services in exchange for stock, attracting and
retaining employees, increasing our shareholder base, and being
able to respond rapidly to opportunities that arise in the
marketplace.

The raising of  additional capital through the sale of equity may
result in a dilution of the current shareholders interests.
However, management anticipates that the shareholders would likely
receive greater potential financial rewards by means of a
significant increase in the price of the stock, greater market
value of the Company, and more liquidity.  Since Management has
re-engineered the Company by creating more value to it, through
its recent acquisitions, and is positioning it to qualify/apply to
be listed on another stock exchange, the Company believes this
should  make it attractive to more retail and institutional
investors.  The Company feels this would be of great benefit to
its shareholders.

* Mergers & Acquisitions

Management is planning for expansion by additional mergers and
acquisitions, to generate significant revenues and profits, and by
shifting its focus to invest in far more profitable alternative
energy technologies.  The Comopany anticipates, but can provide no
assurances, acquiring 5 to 10 additional new companies in the next
2 to 3 years.  Some companies being targeted are natural gas
producers to obtain natural gas directly from the wellhead, solar
energy companies for polymer based thin film solar cells,
companies to build tidal energy facilities, and the acquisition of
energy technology patents and licenses.  The Company is also
looking at acquiring natural gas assets and properties in the
Eagle Ford Shale region in south Texas which has very large
supplies of oil and natural gas.  Acquiring interests in
properties in this area will work very well with the Company's
strategic plans for Texas Gulf Oil & Gas Inc. and Progas Energy
Services.

                      About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.00 million in total assets, $3.35 million in total liabilities,
and a $353,406 stockholders' deficit.

As reported by the TCR on Nov. 26, 2010, S.E.Clark & Company,
P.C., in Tucson, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
net losses for the period from inception (Aug. 13, 2004) to Dec.
31, 2009, of $14.8 million.  Further, the Company has inadequate
working capital to maintain or develop its operations, and is
dependent upon funds from private investors and the support of
certain stockholders.


UNIVERSITY PLACE: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: University Place, LLC
        14145 University Avenue
        Hammond, LA 70404

Bankruptcy Case No.: 11-11645

Chapter 11 Petition Date: May 23, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: John C. Anderson, Esq.
                  ANDERSON & DANIELS, LLC
                  P.O. Box 82982
                  Baton Rouge, LA 70884
                  Tel: (225) 292-8176
                  Fax: (225) 706-1413
                  E-mail: jca@andersonfirm.net

Scheduled Assets: $2,600,000

Scheduled Debts: $4,596,200

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/laeb11-11645.pdf

The petition was signed by Ron S. Macaluso, manager.


UPSTREAM WORLDWIDE: Incurs $1.70 Million First Quarter Net Loss
---------------------------------------------------------------
Upstream Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.70 million on $3.72 million of revenue for the
three months ended March 31, 2011, compared with a net loss of
$2.48 million on $17.27 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.19
million in total assets, $3.61 million in total liabilities, all
current, and a $1.42 million total stockholders' deficit.

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

                        http://is.gd/HHHzUr

                     About Upstream Worldwide

Ft. Lauderdale, Fla.-based Upstream Worldwide, Inc., formerly,
Money4Gold Holdings, Inc. --  http://www.money4gold.com/-- is an
emerging leader in direct-from-consumer, reverse logistics,
currently specializing in the procurement and aggregation of
cellular phones and precious metals to be recycled.  From the
inception of the Company's current business in 2008 through 2010,
substantially all of the Company's revenue came from the precious
metals business.  In mid-2010, the Company began to diversify its
business by introducing a service, similar to its precious metals
business, for cellular phones as it saw the gold and silver
business begin to sharply retract.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Upstream Worldwide's ability to continue
as a going concern.  The independent auditors noted that the
Company has a net loss of $16,791,253 and net cash used in
operations of $3,161,683 for the year ended Dec. 31, 2010; and has
a working capital deficit of $2,070,274, and a stockholders'
deficit of $1,396,109 at Dec. 31, 2010.

The Company reported a net loss of $16.8 million on $32.5 million
of revenue for 2010, compared with a net loss of $4.1 million on
$29.0 million for 2009.


WASHINGTON LOOP: Section 341(a) Meeting Rescheduled for June 23
---------------------------------------------------------------
The U.S. Trustee for Region 21 has rescheduled the meeting of
Washington Loop, LLC, a Limited Liability Company's creditors to
June 23, 2011, at 2:30 p.m.  The meeting will be held at the
United States Courthouse, 2110 First Street 2-101, Fort Myers,
Florida.

                     About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  According to its schedules,
the Debtor disclosed $45,098,259 in total assets and $19,654,992
in total debts as of the Petition Date.

The Debtor was dismissed from a prior Chapter 11 case, (Case No.
9:10-27981) by order of the Court entered on March 17, 2011.  In
the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.42.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WESTERN HOST: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Western Host Associates, Inc.
        dba Plaza de Armas Hotel
        P.O. Box 9024050
        Viejo San Juan
        San Juan, PR 00902

Bankruptcy Case No.: 11-04152

Chapter 11 Petition Date: May 19, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: vgratacd@coqui.net

Scheduled Assets: $4,281,445

Scheduled Debts: $6,541,962

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-04152.pdf

The petition was signed by Luis Alvarez, president.


WHITELAND VILLAGE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Whiteland Village, Ltd.
        755 Livingston Lane
        Exton, PA 19341

Bankruptcy Case No.: 11-14036

Chapter 11 Petition Date: May 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Jennifer E. Cranston, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com
                          jcranston@ciardilaw.com

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

Estimated Debts: $10,000,001 to $50,000,000

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/paeb11-14036.pdf

The petition was signed by Daniel M. Sevick.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Frazer/Exton Development, LP           11-14041   05/19/2011


WIKILOAN, INC: Authorized Common Shares Hiked to 750 Million
------------------------------------------------------------
Wikiloan, Inc., filed a Certificate of Amendment to its Articles
of Incorporation to increase its total number of authorized shares
of common stock to 750,000,000.  The Amendment was effective as of
May 17, 2011.  A copy of the Amendment is available for free at:

                        http://is.gd/EcemoB

Acting by majority written consent in lieu of a special meeting
executed on May 4, 2011, the holders of 31,116,827 shares of the
Company's common stock, which represented approximately 62% of the
then-outstanding shares of the Company's common stock, approved
the increase of the Company's authorized shares of common stock
and a one for ten forward split of the Company's common stock.

                         About WikiLoan Inc.

Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/-
- is a Web site that provides tools for person-to-person borrowing
and lending.  People can use the tools on the website to borrow
and lend money ($500 to $25,000) among themselves at rates that
make sense to all parties.  WikiLoan provides management tools
that allow Borrowers and Lenders to manage the process by:
providing loan documentation, promissory notes, repayment
schedules, email reminders, online account access, and online
repayment.

The Company reported a net loss of $3.15 million on $635,184 of
revenue for the year ended Jan. 31, 2011, compared with a net loss
of $596,639 on $1,801 of revenue for the same period during the
prior year.

The Company's balance sheet at Jan. 31, 2011, showed $497,115 in
total assets, $2.62 million in total liabilities, and
a $2.12 million total stockholders' deficit.

As reported by the TCR on May 20, 2011, PS Stephenson & Co., PC,
in Wharton, Texas, expressed substantial doubt about WikiLoan's
ability to continue as a going concern following the Company's
results for the fiscal year ended Jan. 31, 2011.  The independent
auditors noted that the Company has no revenue, significant assets
or cash flows.


XANDER ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Xander Enterprises, LLC
        7425 Conroy Road
        Orlando, FL 32835

Bankruptcy Case No.: 11-07819

Chapter 11 Petition Date: May 24, 2011

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

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

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-07819.pdf

The petition was signed by John Choi, manager.


ZAIS INVESTMENT: Section 341(a) Meeting Scheduled for June 2
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Zais Investment Grade Limited VII's Chapter 11 case on June, 2,
2011, at 1:00 p.m.  The meeting will be held at Clarkson S. Fisher
Federal Courthouse, 402 East State Street, Room 129, Trenton, in
New Jersey.

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

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

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII.  On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.


ZAIS INVESTMENT: Taps Wollmuth Maher as General Bankruptcy Counsel
------------------------------------------------------------------
Zais Investment Grade Limited VII asks the U.S. Bankruptcy Court
for the District of New Jersey for permission to employ Wollmuth
Maher & Deutsch LLP as general bankruptcy counsel, nunc pro tunc
to the Petition Date.

          James N. Lawlor, Esq.
          Wollmuth Maher & Deutsch
          One Gateway Center, Ninth Floor
          Newark, New Jersey 07102
          Tel: (973) 733-9200

Wollmuth Maher will, among other things:

     (a) advise the Debtor, as a debtor-in-possession, regarding
         its power and duties in the continued management of its
         financial affairs and property, including the Debtor's
         rights and remedies with respect to its assets and the
         claims of creditors;

     (b) advise the Debtor with respect to a disclosure statement
         if appropriate;

     (c) prepare on behalf of the Debtor necessary applications,
         motions, complaints, orders, reports, and other pleadings
         and documents; and

     (d) appear before the Court and other officials and
         tribunals, if necessary, and protect the Debtor's
         interest in all federal, state and local jurisdictions
         and administrative proceedings.

By separate application, the Debtor is seeking approval to retain
Jones Day as special counsel with respect to structured product
and litigation matters, and Maples and Calder as special Cayman
Island counsel.

The proposed arrangement for compensation is on an hourly basis as
approved by the Court upon the filing of fee applications.

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

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII.  On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.


* Banks Face $17 Billion in Suits Over Foreclosures
---------------------------------------------------
American Bankruptcy Institute reports that State attorneys general
told five of the nation's largest banks yesterday that they face a
potential liability of at least $17 billion in civil lawsuits if a
settlement is not reached to address improper foreclosure
practices.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there
were approximately 3,500 hedge funds, managing capital of about
$150 billion. By mid-2006, 9,000 hedge funds were managing
$1.2 trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.

Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important
avenue for investors opting to diversify their traditional
portfolios and better control risk" -- an apt characterization
considering their tremendous growth over the last decade.  The
qualifications to join a hedge fund generally include a net worth
in excess of $1 million; thus, funds are for high net-worth
individuals and institutional investors such as foundations, life
insurance companies, endowments, and investment banks.  However,
there are many individuals with net worths below $1 million that
take part in hedge funds by pooling funds in financial entities
that are then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made
$1 billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception. Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations. Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***