TCR_Public/110530.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 30, 2011, Vol. 15, No. 148

                             Headlines

15-35 HEMPSTEAD: Court Approves Wolff & Samson as Attorney
ACCREDITED MEMBERS: Posts $353,100 First Quarter Net Loss
AMERICAN POST: Incurs $470,700 Net Loss in First Quarter
AMERICAN SAFETY: Paid All Creditors, Wants Case Dismissed
AMR CORP: Eleven Directors Elected at Annual Meeting

AMT LLC: Case Summary & 8 Largest Unsecured Creditors
ANGEL ACQUISITION: Incurs $367,700 Net Loss in First Quarter
APPLIED DNA: Incurs $2.59 Million Net Loss in March 31 Quarter
APPLIED MINERALS: Incurs $1.69 Million Net Loss in March 31 Qtr.
ATLANTIC SOUTHERN: Blames Market Conditions for Bank Takeover

B GREEN INNOVATIONS: Posts $127,900 First Quarter Net Loss
BABY FOX: Incurs $2.01 Million Net Loss in March 31 Quarter
BASS PRO: Moody's Assigns 'B1' Rating to Proposed Term Loan
BEACH FIRST NAT'L: Stay Modified to Pursue D&O Insurance
BERNARD L. MADOFF: Investors Want Trustee's $44M Fee Bid Blocked

BONDS.COM GROUP: Incurs $5.8-Mil. First Quarter Net Loss
BOWE BELL + HOWELL: Creditors Strike Deal to Pave Way for Sale
BLOCKBUSTER INC: DISH Network Cuts DVD Rental Rates
BRAINY BRANDS: Posts $1.5 Million First Quarter Net Loss
BROWN PUBLISHING: Can Use 1st Lien Cash Collateral Until July 29

CALPIAN INC: Posts $514,100 Net Loss in First Quarter
CARLTON GLOBAL: Court Denies Request to Employ Williams Brown
CARIBBEAN RESTAURANTS: S&P Lowers CCR to 'CCC'; Outlook Developing
CASCADIA PROJECT: Fees Cut for Advisor Who Doubled as Investor
CB HOLDING: Seeks Extra 90 Days to Introduce Liquidation Plan

CENTURA LAND: U.S. Trustee Wants Case Moved to Northern District
CHARTER COMMUNICATIONS: S.D.N.Y. Says Plan Appeal Equitably Moot
CHINA CENTURY: Receives Add'l Notice of NYSE Amex Non-Compliance
CIRRUS LOGIC: S&P Raises CCR to 'B+' on Continued Revenue Growth
CLAIRE'S STORES: Amendments to Stock Incentive Plan Approved

CLAIRE'S STORES: Bank Debt Trades at 8% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 13% Off in Secondary Market
CLEARWIRE CORP: Ericsson to Operate and Support WiMAX Network
CLEARWIRE CORP: Intel Corp. Owns 98.87MM of Class A Common Shares
CIRTRAN CORP: Incurs $8.61 Million First Quarter Net Loss

COLT DEFENSE: Moody's Lowers CFR to Caa1 From B2; Outlook Stable
COMMONWEALTH BIOTECHNOLOGIES: Incurs $80,600 1st Qtr. Net Loss
COMMUNICATION INTELLIGENCE: Posts $1.3 Million Net Loss in Q1 2011
CONQUEST PETROLEUM: Incurs $1.7 Million First Quarter Net Loss
CONSTELLATION BRANDS: Moody's Raises CFR to Ba2; Outlook Positive

CORD BLOOD: Incurs $1.84 Million Net Loss in 1st Quarter
COUGAR OIL: Posts C$1.8 Million First Quarter Net Loss
CREATIVE VISTAS: Reports $69,800 Net Income in First Quarter
DENNY'S CORPORATION: 10 Directors Elected at Annual Meeting
DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market

DEX MEDIA WEST: Bank Debt Trades at 12% Off in Secondary Market
DEXION COMMODITIES: Wind-Up Distributions to be Made Tomorrow
DIXIE MANAGEMENT: Arkansas LLC Statute Prempted in Bankruptcy
DOLPHIN DIGITAL: Incurs $392,377 Net Loss in March 31 Quarter
DREIER LLP: Fortress Agrees to Reduce $125.6-Mil. in Claims

DUCOMMUN INC: S&P Gives 'B+' CCR; Outlook is Stable
DUCOMMUN INC: Moody's Assigns 'B1' Corporate Family Rating
E-DEBIT GLOBAL: Completes Reorganization of Cash Direct
EASTBRIDGE INVESTMENT: Posts $328,300 Net Loss in Q1 2011
EDIETS.COM INC: Files Form 10-Q; Posts $383,000 Net Loss in Q1

EEE AUTO: Lender Has No Interest on Registration & Title Fees
EL POLLO: S&P Raises CCR to 'CCC'; Outlook is Developing
EMPIRE RESORTS: Kien Huat Discloses 61.2% Equity Stake
ENDO PHARMACEUTICALS: Moody's Rates Bank Facilities at 'Ba1'
EQK BRIDGEVIEW: Taps Allyn Needham as Economist and Expert Witness

ENDO PHARMACEUTICALS: S&P Lowers CCR to 'BB' on AMS Acquisition
ESP RESOURCES: Posts $839,500 Net Loss in First Quarter
FIRST HERITAGE BANK: Closed; Columbia State Bank Assumes Deposits
FLINT TELECOM: Incurs $2.15 Million Net Loss in March 31 Quarter
FLURIDA GROUP: Reports $58,900 First Quarter Net Income

FNB UNITED: Amends 2010 Annual Report to Correct Errors
FNB UNITED: Incurs $43.70 Million Net Loss in March 31 Quarter
FREESCALE SEMICONDUCTOR: Fitch Says 'CCC' IDR Unaffected by IPO
GENTA INC: Has 171.59 Million Outstanding Common Shares
GIORDANO'S ENTERPRISES: Trustee Gets OK to Spend $3.5-Mil. Loan

GREEN MOUNTAIN: S&P Ups CCR to 'B+' on Issuance of Common Equity
GREENHOUSE HOLDINGS: Posts $1.2 Million Net Loss in Q1 2011
GULF OFFSHORE: Moody's Assigns 'Caa2' Corporate Family Rating
HAMPTON BANCSHARES: To Offer $200 Million of Securities
HEARUSA INC: To File Schedules of Assets and Debts Tuesday

HEARUSA INC: Can't Pay Phonak's "Critical Vendor" Claim
HEARUSA INC: Taps Sonenshine Partners as Investment Bankers
HEARUSA INC: Hires AlixPartners as Communication Consultants
HEARUSA INC: Taps Bryan Cave as Special Corporate Counsel
HORIYOSHI WORLDWIDE: Posts $380,600 Net Loss in First Quarter

IDO SECURITY: Incurs $2.17 Million Net Loss in First Quarter
IMEDICOR INC: Incurs $940,668 Net Loss in March 31 Quarter
INT'L ENERGY: HCI Construction Wants Case Transferred to Iowa
INTERTAPE POLYMER: To Settle Inspired Tech. Litigation $950,000
JACKSON HEWITT: Wins Court Nod to Use Lenders' Cash Collateral

JACKSON HEWITT: Seeks to Hire Moelis & Co as Investment Banker
JACKSON HEWITT: Has Green Light to Use Wells Fargo Collateral
JACKSON HEWITT: Taps Garden City as Notice and Balloting Agent
JACKSON HEWITT: Seeks Extension of Schedules Filing Deadline
JACKSON HEWITT: Asks Court to Approve Skadden Employment

JONATHAN LOY: Chapter 15 Recognition Order Not Terminated
KANG INVESTMENT: Hires Tom Ross as Realtor
KILEY RANCH: Wins Court Approval to Employ June Cox as Accountant
KINGS RANCH: Chapter 11 Involuntary Case Dismissed
KM ALLIED OF NAMPA: Court Rejects Bankruptcy Counsel's Employment

LA CORTEZ ENERGY: Reports $2.3-Mil. Net Income in First Quarter
LA JOLLA: Predetermined Study Endpoints Has Not Been Met
LAUTH INVESTMENT: Emerges from Chapter 11 Bankruptcy
LABEL CORP: Moody's Cuts Rating on First Lien Facility to 'B1'
LBJ LAKEFRONT: U.S. Trustee Wants Case Dismissed

LEE ENTERPRISES: Bank Debt Trades at 13% Off in Secondary Market
LEVEL 3: Enters Into Standstill Pact with Southeastern Asset
LEVEL 3: Stockholders Elect 14 Directors at Annual Meeting
LEVEL 3: John Griffin Discloses 5.74% Equity Stake
LEVEL 3: Fitch Says 'B-' IDR Remains on Watch Positive

LIFECARE HOLDINGS: To Acquire HealthSouth's Acute Care Hospitals
LITHIUM TECHNOLOGY: Incurs $3.46 Million Net Loss in March Qtr.
LYONDELL CHEMICAL: Moody's Raises CFR to Ba2; Outlook Stable
M-WISE INC: Incurs $248,664 Net Loss in First Quarter
MADISON HOTEL: Case Summary & 11 Largest Unsecured Creditors

MARKET STREET: Wants Plan Filing Exclusivity Until June 23
MATCHES, INC: Reports $813,100 Net Income in First Quarter
MEDICAL BILLING: Reports $27,576 Net Income in Q1 2011
MEDCLEAN TECHNOLOGIES: Appoints Robert Hockett to Board
MERUELO MADDUX: Wants to Sell Real Property for $2.8 Million

METROPARK USA: Two Buyers Offer $1.7MM at Auction for Leases
MOMENTIVE SPECIALTY: Gets $199.6MM Revolving Facility Commitments
MONEYGRAM INT'L: Consummates Recapitalization Transaction
MONEYGRAM INT'L: Goldman Sachs Discloses 30.3% Equity Stake
MONEYGRAM INT'L: Thomas H. Lee Discloses 55.0% Equity Stake

MONEYGRAM INT'L: Silver Point Discloses 1.6% Equity Stake
MORGANS HOTEL: Nine Directors Elected at Annual Meeting
MXENERGY HOLDINGS: Reports $17.15MM Net Income in March 31 Qtr.
NEW YORK METS: In Talks for $200MM Infusion From Hedge Fund
NORTH AMERICAN TECH: Hires Speer & Associates as Tax Accountant

NORTHGATE PROPETIES: Court OKs Hiring of Darby Law as Counsel
NORTHPORT NETWORK: Posts $219,200 Net Loss in First Quarter
OLDE PRAIRIE: Wants Until August 31 to Propose Chapter 11 Plan
OPEN SOLUTIONS: Bank Debt Trades at 13% Off in Secondary Market
OPTIMUMBANK HOLDINGS: Gets Non-Compliance Notice from Nasdaq

OUTSOURCE HOLDINGS: Appoints Anthony J. Pacchia as Ch. 11 Examiner
PENSKE AUTOMOTIVE: S&P Affirms CCR at 'B+'; Outlook is Positive
PETTERS COMPANY: Chapter 11 Trustee Can Sell Bluestem Shares
PHILADELPHIA RITTENHOUSE: iStar Wins Dismissal of Chapter 11 Case
PHILADELPHIA RITTENHOUSE: Hires Miller Coffey Tate as Accountant

PLATINUM ENERGY: Syd Ghermezian Discloses 90% Equity Stake
PLATINUM STUDIOS: Incurs $1.22 Million Net Loss in 1st Quarter
PROBE MANUFACTURING: Reports $24,700 Net Income in 1st Quarter
PROPER POWER: Posts $24,400 Net Loss in 1st Quarter
QUANTUM FUEL: Enters Into Bridge Note & Warrant Purchase Pact

RANCHO HOUSING: Case Summary & 17 Largest Unsecured Creditors
REALOGY CORP: 2013 Debt Trades at 5% Off in Secondary Market
REALOGY CORP: 2016 Debt Trades at 7% Off in Secondary Market
REDDY ICE: Stockholders Elect Seven Directors at Annual Meeting
REGENERX BIOPHARMA: Posts $1.6 Million Net Loss in Q1 2011

REITTER CORP: Hires Luis R. Carrasquillo Ruiz as Accountant
ROBERTS LAND: Voluntary Chapter 11 Case Summary
ROTECH HEALTHCARE: Sells $290-Mil. of 10.5% Sr. 2nd Lien Notes
ROUND TABLE: Franchisees Want Committee; U.S. Trustee Opposes
ROUND TABLE: Files Schedules of Assets & Liabilities

ROUND TABLE: Committee Hires Brownstein Hyatt as Counsel
SANUWAVE HEALTH: Posts $2.2 Million Net Loss in March 31 Quarter
SATISFIED BRAKE: Competitor Seeks to Continue Kentucky Suit
SATISFIED BRAKES: Quebec Court to Consider Asset Sale on June 9
SINOBIOMED INC: Incurs $166,685 Net Loss in March 31 Quarter

SMART-TEK SOLUTIONS: Reports $363,354 Income in 1st Quarter
SOUTH PADRE: Taps Cravey Real Estate as Real Estate Broker
SUNRISE REAL ESTATE: Incurs US$492,000 Net Loss in March 31 Qtr.
SUPERIOR ACQUISITIONS: Rights to Pursue Suit to Be Auctioned Off
SWISS CHALET: Case Summary & 20 Largest Unsecured Creditors

T3 MOTION: Incurs $640,585 Net Loss in First Quarter
TAPATIO SPRINGS: U.S. Trustee Unable to Form Committee
TASTY BAKING: 77% of Outstanding Common Shares Validly Tendered
THORNBURG MORTGAGE: Goldstone Appeal Over Laptop Data Untimely
TMST INC: Judge Denies Execs. Bid to Appeal Trustee's Doc Access

TOURO INFIRMARY: S&P Raises Rating on Revenue Bonds to 'BB+'
TRAILER BRIDGE: S&P Puts 'B-' CCR on CreditWatch Negative
TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
TROPICANA PARTNERS: Taps Terry V. Leavitt as Bankruptcy Counsel
TROPICANA PARTNERS: Meeting of Creditors Continued Until June 23

TXU CORP: Bank Debt Trades at 21% Off in Secondary Market
TXU CORP: Bank Debt Trades at 16% Off in Secondary Market
UNILIFE CORPORATION: Posts $12.5MM Net Loss in March 31 Quarter
UNION LAND: Voluntary Chapter 11 Case Summary
US SILICA: S&P Affirms CCR at 'B+' on Proposed Refinancing

US SILICA: Moody's Affirms 'B1' Senior Secured Debt Rating
VALEANT PHARMA: S&P Affirms 'BB-' Corporate Credit Rating
VALLEJO, CA: Court Approves Disclosure Statement
VALLEY FORGE COMPOSITE: Reports $687,900 Net Income in Q1 2011
VEY FINANCE: Final Cash Collateral Hearing Set for June 16

VEY FINANCE: Sec. 341 Creditors' Meeting Set for June 16
VEY FINANCE: Seeks to Hire James & Haugland as Bankr. Counsel
VEY FINANCE: Hires John W. Dunbar as Accountant
VISIONARY IMAGING: Trustee's Earmarking Doctrine Argument Fails
VITRO SAB: U.S. Trustee Forms Creditors Committee for U.S. Units

VUZIX CORP: Incurs $420,306 Net Loss in March 31 Quarter
W&T OFFSHORE: Moody's Rates New $600 Mil. Sr. Notes at 'Caa1'
WARNER MUSIC: Agrees to Indemnify 12 Current Directors
WASHINGTON LOOP: Amends Schedules of Assets and Liabilities
WASHINGTON MUTUAL: Sullivan Hazeltime Tapped as Delaware Counsel

WASHINGTON MUTUAL: Taps Valuation Research to Appraise Assets
WASTE2ENERGY HOLDINGS: Board Terminates Employment of CEO & Pres.
WATER STREET DEV'T: Sec. 341 Creditors' Meeting Set for June 17
WAXESS HOLDINGS: Posts $2.3 Million in March 31 Quarter
WCK INC: Files Schedules of Assets and Liabilities

WINTERLAND CONCESSIONS: Investors Can Sue Owners, Court Says
WOUND MANAGEMENT: Posts $2.7 Million Net Loss in March 31 Quarter
XINERGY CORP: S&P Assigns 'B-' Corporate Credit Rating
YAZOO PIPELINE: Trustee Can Attack Oil & Gas Lease Transaction
ZAIS INVESTMENT: Taps Maples and Calder as Cayman Islands Counsel

ZAIS INVESTMENT: Files Schedules of Assets and Liabilities
ZAIS INVESTMENT: Wants to Hire Jones Day as Special Counsel
ZOGENIX INC: Posts $19 Million Net Loss in Q1 2011
ZOO ENTERTAINMENT: Posts $5.6 Million Net Loss in Q1 2011
ZOOM TELEPHONICS: Posts $284,600 Net Loss in Q1 2011

* BOND PRICING -- For Week From May 23 to 27, 2011


                            *********

15-35 HEMPSTEAD: Court Approves Wolff & Samson as Attorney
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Karen L. Gilman, Esq., as Chapter 11 Trustee of 15-35
Hempstead Properties, LLC and Jackson 299 Hempstead LLC, to employ
Wolff & Samson PC as attorney.

During its retention, Wolff & Samson's employment will be limited
to:

   1. the operation of the property;

   2. protection of tenants and ensure services are provided; and

   3. render legal advice concerning whether a condominium
      conversion is feasible, may be reversed and reverted to a
      prior use and/or whether the real property should be sold as
      is.

To the best of Ms. Gilman's knowledge, the professional does not
hold the adverse interest to the estate, does not represent an
adverse interest to the estate, and is a disinterested person
under 11 U.S.  101(14).

              About 15-35 Hempstead Properties

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

Affiliate Jackson 299 Hempstead, LLC, filed a separate Chapter 11
petition (Bankr. D. N.J. Case No. 10-43180) on Oct. 26, 2010.

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

At the behest of secured lender New York Community Bank, the
bankruptcy judge ordered the appointment of a chapter 11 trustee
in the Debtors' bankruptcy cases.


ACCREDITED MEMBERS: Posts $353,100 First Quarter Net Loss
---------------------------------------------------------
Accredited Members Holding Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $353,113 on $595,500 of
revenue for the three months ended March 31, 2011, compared with a
net loss of $530,491 on $266,275 of revenue for the same period
last year.

The Company's balance sheet at March 31, 2011, showed $4.1 million
in total assets, $1.8 million in total liabilities, and
stockholders' equity of $2.3 million.

As reported in the TCR on April 12, 2011, GHP Horwath, P.C., in
Denver, expressed substantial doubt about Accredited Members
Holding's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company reported a net loss of approximately $2,600,000 and used
net cash in operating activities of approximately $2,100,000 in
2010, and has an accumulated deficit of approximately $4,200,000
at Dec. 31, 2010.

A copy of the Form 10-Q is available at http://is.gd/KEFBnH

                     About Accredited Members

Accredited Members Holding Corporation (OTC BB: ACCM)
was not, until Feb. 24, 2010, involved in active business
operations and instead sought to engage in the exchange of real
estate properties between individuals through the use of Section
1031 of the Internal Revenue Code.  The Company's name was Across
America Real Estate Exchange until May 11, 2010, when it was
changed to Accredited Members Holding Corporation.

The Company currently provides various services and products both
directly and through its subsidiary corporations Accredited
Members, Inc. ("AMI"), and World Wide Premium Packers, Inc.
("WWPP").

AMI is a publisher of investment research and information
regarding small/micro cap companies, as well as the publisher of
Accredited Members magazine.  AMI provides an online social
networking website intended for high net-worth investors
(www.accreditedmembers.com), provides corporate "Profiles" that
include multiple types of investor-related services (including web
articles, press releases and research), and holds conferences for
investors to meet and build relationships with small/micro cap
companies and other member investors.

World Wide Premium Packers, Inc., engages in processing and
distribution of meat products.


AMERICAN POST: Incurs $470,700 Net Loss in First Quarter
--------------------------------------------------------
American Post Tension, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q, reporting a
net loss of $470,662 on $1.32 million of sales for the three
months ended March 31, 2011, compared with a net loss of $415,094
on $2.48 million of sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $1.73
million in total assets, $3.50 million in total liabilities, all
current, and a $1.77 million total stockholders' deficit.

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

                        http://is.gd/rWGylt

                        About American Post

Henderson, Nev.-based American Post Tension, Inc., provides slab-
on-grade post-tensioning products and services.  In addition, the
Company also provides materials to its customers on a freight-on-
board ('FOB') basis so the buyer assumes the responsibility for
the shipment and shipping charges of the materials purchased from
the Company.

As reported by the TCR on April 7, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about the American Post Tension's ability to continue as a
going concern following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses and operating cash outflows.

The Company reported a net loss of $1.8 million on $7.0 million of
sales for 2010, compared with a net loss of $1.9 million on
$7.9 million of sales for 2009.


AMERICAN SAFETY: Paid All Creditors, Wants Case Dismissed
---------------------------------------------------------
American Safety Razor Company, LLC, now known as Old Razor
Company, et al., ask the U.S. Bankruptcy Court for the District of
Delaware to dismiss their Chapter 11 cases.

The Debtors relate that they have completed the sale of all their
assets to Energizer Holdings, Inc., on Nov. 23, 2010.

The Debtors add that there are no pending claims objections or
motions, the Debtors have no remaining employees on their payroll,
and the Debtor will file their federal and state tax returns in
the ordinary course of business.

The Debtors' propose a hearing on June 23, 2011, at 1:00 p.m., to
consider the requested dismissal of their cases.

                     About American Safety Razor

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety, along with affiliates, sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark
J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the investment banker and Kurtzman
Carson Consultants LLC is the claims and notice agent.

At Dec. 31, 2010, the Debtor's balance sheet showed $10.2 million
in total assets, $8.5 million in total liabilities, and
stockholders' equity of $1.7 million.


AMR CORP: Eleven Directors Elected at Annual Meeting
----------------------------------------------------
The Annual Meeting of Stockholders of AMR Corporation was held on
May 18, 2011.  At the Annual Meeting:

   (a) stockholders elected all of the AMR's eleven nominees for
       Director for one-year terms:

        (1) Gerard J. Arpey
        (2) John W. Bachmann
        (3) Armando M. Codina
        (4) Alberto Ibarguen
        (5) Ann M. Korologos
        (6) Michael A. Miles
        (7) Philip J. Purcell
        (8) Ray M. Robinson
        (9) Judith Rodin
       (10) Matthew K. Rose
       (11) Roger T. Staubach;

   (b) ratified the retention of Ernst & Young LLP as independent
       auditors for AMR for the 2011 fiscal year;

   (c) approved, on an advisory basis, the compensation of AMR's
       named executive officers; and

   (d) approved the Board's recommendation to hold the advisory
       vote on executive compensation every year.

Stockholders rejected a proposal to allow cumulative voting in
election of outside directors.  The proposal was submitted by Mrs.
Evelyn Y. Davis.

The Compensation Committee of the Board of Directors of AMR
Corporation conducted its annual review of compensation for its
principal executive officer, principal financial officer and other
named executive officers with its compensation consultant, and on
May 18, 2011, the committee approved the following compensation
awards for the named executive officers for 2011:

  1. Grants of stock appreciation rights pursuant to the terms and
     conditions of the form Stock Appreciation Right Agreement for
     2011.  SARs are contractual rights to receive shares of the
     Company's common stock upon their exercise.  The SARs are
     exerciseable for ten years from the date of grant and
     generally vest in 20% increments over five years.

  2. Grants of deferred shares pursuant to the terms and
     conditions of the form Deferred Share Award Agreement for
     2011.  These are contractual rights to receive shares of the
     Company's common stock, which vest on May 19, 2014.

  3. Grants of performance shares pursuant to the form of
     Performance Share Agreement under the 2011 - 2013 Performance
     Share Plan for Officers and Key Employees.  These are
     contractual rights to receive shares of the Company's common
     stock that vest depending upon achievement of performance
     measures described in the Performance Share Plan.

                       About AMR Corporation

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

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

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

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

                        *     *     *

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

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


AMT LLC: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: AMT, LLC
        480 Gulf Shores Drive
        Destin, FL 32541

Bankruptcy Case No.: 11-30933

Chapter 11 Petition Date: May 27, 2011

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

Debtor's Counsel: J. Steven Ford, Esq.
                  WILSON, HARRELL, FARRINGTON
                  307 S. Palafox Street
                  Pensacola, FL 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500
                  E-mail: jsf@whsf-law.com

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

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

The petition was signed by Michael Smallwood, manager.

Debtor's List of eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jefferson Bank                     Line of Credit       $4,381,839
c/o Brian D. Leebrick
P.O. Box 2467
Panama City, FL 32402

Jefferson Bank and Trust Co.       Mortgage               $460,311
c/o Brian D. Leebrick
P.O. Box 2467
Panama City, FL 32402

Stone, Layton & Gershman           Legal Fees              $55,465
7733 Forsyth Boulevard, Suite 00
Saint Louis, MO 63105

Okaloosa County Tax Collector      Real Property Taxes     $24,860

Law Office of Ralph Cantafio       Legal Fees              $18.219

Okaloosa County Tax Collector      Real Property Taxes     $15,949

Law Offices of Timmins, LLC        Legal Fees               $1,787

Paul Steven Bunyard                Loan                         $0


ANGEL ACQUISITION: Incurs $367,700 Net Loss in First Quarter
------------------------------------------------------------
Angel Acquisition Corp. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $367,678 on $18,355 of total revenue for the three
months ended March 31, 2011, compared with net income of $113,468
on $29,030 of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $617,760 in
total assets, $1.31 million in total liabilities and a $694,727
total stockholders' deficit.

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

                        http://is.gd/VJ5CSZ

                      About Angel Acquisition

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

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


APPLIED DNA: Incurs $2.59 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
Applied DNA Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $2.59 million on $140,443 of sales for the three
months ended March 31, 2011, compared with a net loss of $1.38
million on $187,275 of sales for the same period during the prior
year.  The Company also reported a net loss of $3.94 million on
$458,260 of sales for the six months ended March 31, 2011,
compared with a net loss of $3.19 million on $259,990 of sales for
the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.23 million in total assets, $3.36 million in total liabilities,
all current, and a $2.12 million total stockholders' deficiency.

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

                        http://is.gd/8qoi24

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 21, 2010,
RBSM LLP, in New York, expressed substantial doubt about Applied
DNA Sciences' ability to continue as a going concern, after
auditing the Company's financial statements for fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has suffered recurring losses and does not have significant cash
or other material assets, nor does it have an established source
of revenues sufficient to cover its operations.

The Company reported a net loss of $7.91 million on $519,844 of
sales for fiscal 2010, compared with net income of $3.94 million
on $295,162 of sales for fiscal 2009.


APPLIED MINERALS: Incurs $1.69 Million Net Loss in March 31 Qtr.
----------------------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss from exploration stage, before income taxes of $1.69
million on $44,468 of revenue for the three months ended March 31,
2011, compared with a net loss from exploration stage, before
income taxes of $1.08 million on $0 of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $5.23
million in total assets, $5.77 million in total liabilities and a
$543,994 total stockholders' deficit.

As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP,
in Spokane, Washington, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit from operations and a net deficiency in working capital.

Applied Minerals in its Form 10-Q acknowledged that it has
incurred material recurring losses from operations.  At March 31,
2011, the Company had aggregate accumulated deficits prior to and
during the exploration stage of $33,239,435, in addition to
limited cash and unprofitable operations.  For the period ended
March 31, 2011 and 2010, the Company sustained net losses before
discontinued operations of $1,343,240 and $1,084,299,
respectively.  These factors indicate that the Company may be
unable to continue as a going concern for a reasonable period of
time, according to the quarterly report.

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

                        http://is.gd/8DzuXb

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss of $4.77 million for 2010,
compared with a net loss of $6.77 million for 2009.  The Dragon
Mine property has yet to produce any significant revenue and, as
such, the Company generated no gross profit for the twelve months
ended Dec. 31, 2010, and 2009.


ATLANTIC SOUTHERN: Blames Market Conditions for Bank Takeover
-------------------------------------------------------------
On May 20, 2011, the Georgia Department of Banking and Finance
closed Atlantic Southern Financial Group, Inc.'s subsidiary bank,
Atlantic Southern Bank, and appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver.  Atlantic Southern
Financial is no longer the parent of Atlantic Southern Bank.

In a virtually simultaneous transaction, CertusBank, National
Association, acquired the operations and all deposits and
purchased essentially all assets of the Bank in a loss-share
transaction facilitated by the FDIC and will continue to operate
the Bank, according to an FDIC news release.

In a prepared statement, Atlantic Southern Financial said: "While
we ultimately were unable to save the Bank in the face of
unyielding market conditions, the Board of Directors worked
tirelessly over the past two years on behalf of the Company and
its shareholders and attempted every reasonable solution.  Our
Board and management team pursued various transactions, including
capital infusions, mergers with other institutions and sales of
the Bank's assets.  Despite our best efforts, the continuing
depressed market conditions prevented us from completing these
transactions."

                      About Atlantic Southern

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

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

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

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


B GREEN INNOVATIONS: Posts $127,900 First Quarter Net Loss
----------------------------------------------------------
B Green Innovations, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $127,909 on $41,621 of sales for the
three months ended March 31, 2011, compared with net income of
$1.38 million on $42,400 of sales for the same period last year.

For the three months ended March 31, 2011, the Company had a loss
from operations of $151,681 as compared to a loss from operations
of $122,789 for the three months ended March 31, 2010.

Total other income was $23,772 for the three months ended
March 31, 2011, as compared to other income of $1.50 million for
the three months ended March 31, 2010.  This decrease in other
income is primarily due to the gain on the extinguishment of the
derivative liability of $1.64 million as a result on the
conversion to preferred stock in 2010.

The Company's balance sheet at March 31, 2011, showed
$1.17 million in total assets, $1.24 million in total liabilities,
all current, and a stockholders' deficit of $65,392.

As reported in the TCR on March 88, 2011, Rosenberg, Rich, Baker,
Berman and Company, in Somerset, New Jersey, expressed substantial
doubt about B Green Innovations' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had negative cash flow from
operations from date of inception, and recurring net losses.

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

                       http://is.gd/GDGVKD

                    About B Green Innovations

Matawan, N.J.-based B Green Innovations, Inc. (OTC BB: BGNN)
-- http://www.bgreeninnovations.com/-- is dedicated to
becoming a "green" technology company, focused on acquiring and
identifying promising technologies that address environmental
issues.  The first technology will be used to create new products
from recycled tire rubber.


BABY FOX: Incurs $2.01 Million Net Loss in March 31 Quarter
-----------------------------------------------------------
Baby Fox International, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly report on Form 10-Q, reporting a
net loss of $2.01 million on $6.42 million of total sales for the
three months ended March 31, 2011, compared with net income of
$816,002 on $7.08 million of total sales for the same period
during the prior year.

The Company also reported a net loss of $900,469 on $18.44 million
of total sales for the nine months ended March 31, 2011, compared
with a net loss of $92,745 on $19.95 million of total sales for
the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $12.94
million in total assets, $21.04 million in total liabilities and a
$8.10 million total stockholders' deficit.

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

                        http://is.gd/Tun24j

                   About Baby Fox International

Shanghai Minhang District, P.R.C.-based Baby Fox International,
Inc., is a Nevada corporation organized on Aug. 13, 2007, by
Hitoshi Yoshida, a Japanese citizen, as a listing vehicle to
acquire Shanghai Baby Fox Fashion Co., Ltd.  The Company is a
growing specialty retailer, developer, and designer of
fashionable, value-priced women's apparel and accessories.  The
Company's products are aimed to target women aged 18 to 40 in
China.  The Baby Fox brand was initially registered in Italy in
May of 2003 and it is promoted as an international brand in China.

The Company reported a net loss of $435,531 on $25.2 million of
revenue for fiscal year ended June 30, 2010, compared to a net
loss of $4.5 million on $24.3 million of revenue for fiscal 2009.

Following the fiscal 2010 results, Friedman LLP, in Marlton, N.J.,
expressed substantial doubt about the Company's ability as a going
concern.  The independent auditors noted of the Company's losses,
negative cash flows from operations and working capital
deficiency.


BASS PRO: Moody's Assigns 'B1' Rating to Proposed Term Loan
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Bass Pro Group,
LLC's proposed $825 million secured term loan due 2017. The
company's Ba3 Corporate Family and Probability of Default ratings
were affirmed. The rating outlook remains stable.

Bass Pro plans to use the proceeds from the proposed term loan to
refinance its existing $326 million term loan due 2015, redeem
$315 million of preferred equity, and fund a combination of a
shareholder dividend and redemption of Class B common equity of
$160 million.

The proposed transaction is contingent upon Bass Pro obtaining
amendments to its asset based revolving credit facility (unrated)
and securitization facility (unrated) to allow for the proposed
transaction. The assigned ratings are subject to the review of
final documentation.

New rating assigned:

   -- $825 million senior secured term loan due 2017 at B1 (LGD 4,
      65%)

Ratings affirmed:

   -- Corporate Family Rating at Ba3

   -- Probability of Default Rating at Ba3

Rating affirmed and to be withdrawn upon completion of the
transaction:

   -- $326 million senior secured term loan due 2015 at B1 (LGD 5,
      71%)

RATINGS RATIONALE

The affirmation of Bass Pro's Ba3 Corporate Family Rating
considers that despite the increase in leverage resulting from the
proposed transaction, Moody's expects that further earnings growth
will lead to a reduction in leverage, as measured by debt/EBITDA,
to below 5.0 times before the end of fiscal 2012. Pro forma for
the transaction, Bass Pro's debt/EBITDA will be about 5.4 times
compared to March 31, 2011 latest 12-month debt/EBITDA of 4.4
times.

"Bass Pro has achieved a consistent increase in comparable
quarterly revenue and earnings and Moody's expects this trend will
continue as the company opens new stores, aggressively promotes
its higher margin owned brands, and leverages off of recent
improvements in sourcing and inventory management," stated Mike
Zuccaro, Moody's Analyst.

The ratings affirmation also reflects Moody's view that the
payment of a cash dividend and redemption of Class B common shares
as part of the proposed transaction does not necessarily signal a
more aggressive financial policy on the part of Bass Pro's owner.
Historically, the company has used its excess cash to pay down
debt, and has maintained sufficient cash balances to support
seasonal working capital and capital spending needs. Moody's
expects this will still be the case going forward.

The stable rating outlook considers Bass Pro's good market
position in the outdoor recreational products market, very broad
product offering, and the demonstrated stable overall demand
characteristics of the recreational product markets. The outlook
also assumes that the company will successfully extend its
floorplan credit facility that currently expires on October 26,
2011, or replace the facility with a similar type of liquidity
facility.

The ratings could be upgraded if Bass Pro demonstrates the ability
and willingness to achieve and maintain debt/EBITDA below 4.5
times and EBITA/interest sustained above 2.0 times.

The ratings could be downgraded if it appears that Bass Pro will
not be able to achieve and maintain debt/EBITDA below 5.0 times by
the end of fiscal 2012, or if the company is unsuccessful in
extending or replacing its floorplan facility.

The principal methodology used in rating Bass Pro was the Global
Retail Industry Methodology, published December 2006. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Headquartered in Springfield, Missouri, Bass Pro Group LLC
operates "Bass Pro Shops", a retailer of outdoor recreational
products throughout the US and Canada. The company also
manufactures and sells recreational boats and related marine
products under the "Tracker", "Mako", "Tahoe" and "Nitro" brand
name. The company also owns the Big Cedar Lodge in Ridgedale,
Missouri.


BEACH FIRST NAT'L: Stay Modified to Pursue D&O Insurance
--------------------------------------------------------
WestLaw reports that "cause" existed to lift the automatic stay to
allow a corporate Chapter 7 debtor's officers and directors to
access proceeds of a declining-balance directors' and officers'
liability policy, in order to pay the costs of defending
litigation against them based upon their conduct as officers and
directors.  While each dollar paid on individual coverage provided
to officers and directors resulted in one dollar less coverage
available to pay any potential claims that debtor might have
against policy, the officers and directors could not be barred
from using the policy for its intended purpose simply because the
debtor wished to preserve the policy limit as a safeguard against
the possibility of future claims on its part.  In re Beach First
Nat. Bancshares, Inc., --- B.R. ----, 2011 WL 1630038 (Bankr. D.
S.C.) (Duncan, J.).

A copy of the Honorable David R. Duncan's Order dated Apr. 29,
2011, is available at http://is.gd/rVT5Vwfrom Leagle.com

Beach First National Bancshares, Inc., filed a chapter 7 petition
(Bankr. D. S.C. Case No. 10-03499) on May 14, 2010.  The Debtor
was a publicly traded bank holding company, and owned interests in
Beach First National Bank Myrtle Beach, Beach First National
Trust, Beach First National Trust II, and BFNM Building, LLC,
which owned the office building that housed the Bank.  The Bank
was closed in April 2010 and the FDIC was named as its receiver.
The FDIC then sold or approved the sale of all of the Bank's
assets.  The Debtor disclosed $3.7 million in personal property
assets and $13.3 million in unsecured debt in its Schedules of
Assets and Liabilities.  The bank holding company is represented
by J. Ronald Jones, Jr., Esq., at Clawson & Staubes, and Michelle
L. Vieira serves as the Chapter 7 Trustee.


BERNARD L. MADOFF: Investors Want Trustee's $44M Fee Bid Blocked
----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that some 800 Bernard
L. Madoff Investment Securities LLC customers on Wednesday said a
New York bankruptcy court should block the liquidation trustee's
$43.9 million fee request because he is acting in violation of
federal law governing the closure of failed investment companies.

According to Law360, the investors said Irving Picard and his
firm, Baker Hostetler, are wrongly pursuing avoidance procedures
against investors even though there is sufficient money available
to repay investors' claims, a violation of the Securities Investor
Protection Act.

                        About Bernard L. Madoff

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

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

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

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

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

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


BONDS.COM GROUP: Incurs $5.8-Mil. First Quarter Net Loss
--------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, reporting a net loss
of $5.81 million on $820,746 of revenue for the three months ended
March 31, 2011, compared with a net loss of $6.57 million on
$634,151 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $6.26
million in total assets, $11.29 million in total liabilities and a
$5.03 million stockholders' deficit.

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

                        http://is.gd/t3ikdk

                       About Bonds.com Group

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

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

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

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

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


BOWE BELL + HOWELL: Creditors Strike Deal to Pave Way for Sale
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that days before the auction of
Bowe Bell + Howell Co.'s assets, unsecured creditors of the
mailing-services provider said they'd drop their objections to its
sale under a settlement they're asking the bankruptcy court to
approve.

As reported in the May 18, 2011 edition of the Troubled Company
Reporter, Bowe Bell + Howell Co. has been authorized by the
bankruptcy court to hold an auction on May 31 to determine if
Versa Capital Management Inc. has the best offer to buy the
business.  Other bids were due May 26.  The hearing for
approval of the sale will take place June 2. The sale-procedures
order assures Versa the right to bid its secured debt at auction
rather than cash.

The bankruptcy court also approved $129.9 million in secured
financing for the Chapter 11 case provided by Versa.  The loan
pays off the existing secured debt while providing additional
liquidity.

                      About Bowe Bell

Headquartered in Wheeling, Illinois Bowe Bell + Howell --
http://www.bowebellhowell.com/-- provides high-performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems and has one of the
world's largest installed bases of such inserters as a result of
the technology's flexibility, performance and reliability.  The
company's complete portfolio of inserting, sorting, plastic card,
integrity, cutting, packaging, print-on-demand and software
solutions is one of the most comprehensive product offerings for
paper-based communications.  These solutions are supported by one
of the largest dedicated service organizations in the industry.
In addition to its headquarters offices, the company maintains
major manufacturing and service locations in Durham, N.C. and
Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 11-11186) on April 18, 2011.  Bowe Systec estimated assets and
debt of $100 million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BLOCKBUSTER INC: DISH Network Cuts DVD Rental Rates
---------------------------------------------------
Drew FitzGerald, writing for Dow Jones' Daily Bankruptcy Review,
reports that Dish Network Corp. on Friday unveiled a series of
promotions at its Blockbuster LLC business, slashing movie-rental
prices in an effort to revive lagging sales at the brick-and-
mortar chain it acquired through bankruptcy.  Under the promotion,
Blockbuster will charge 99 cents a day for thousands more of its
films and lower rental prices on more new releases.  Customers
renting one $2.99-a-day movie can also rent another lower-priced
film free for the first day, through July 4.

                     About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23,
2010.  It disclosed assets of $1 billion and debts of $1.4 billion
at the time of the filing.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

The Bank of New York Trust Company, N.A., as trustee under that
certain indenture, dated as of Aug. 20, 2004, with respect to the
9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc.,
is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin &
Martin, LLP.

The Ad Hoc Studio Committee of Blockbuster Inc. et al. is
represented by Robert J. Feinstein, Esq., at Pachulski Stang Ziehl
& Jones LLP.

Blockbuster on Feb. 21, 2011, entered into an Asset Purchase and
Sale Agreement providing for the sale of substantially all of
their assets or the proceeds of those assets to a newly formed
entity named Cobalt Video Holdco LLC.  For purposes of entering
into the Purchase Agreement, the Purchaser was established by
Monarch Alternative Capital LP, Owl Creek Asset Management LP,
Stonehill Capital Management, LLC, and Varde Partners, Inc. who
collectively hold more than 50% of the Senior Secured Notes and
each of which is a member of the Steering Committee.  Cobalt Video
Holdco LLC, the stalking horse purchaser, was represented by Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

The auction was held earlier in April and Dish Network Corp. won
with an offer having a gross value of $320 million.


BRAINY BRANDS: Posts $1.5 Million First Quarter Net Loss
--------------------------------------------------------
The Brainy Brands Company, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.5 million on $97,044 of
revenues for the three months ended March 31, 2011, compared with
a net loss of $177,491 on $117,451 of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed $1.6 million
in total assets, $3.6 million in total liabilities, and a
stockholders' deficit of $2.0 million.

Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about The Brainy Brands' ability to continue as
a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant operating losses and has a net capital deficiency.

A copy of the Form 10-Q is available at http://is.gd/sW3ess

Suwanee, Ga.-based The Brainy Brands Company, Inc., through its
operating subsidiary, engages in the business of selling
educational DVDs, books, games, and toys for babies, toddlers and
pre-schoolers both domestically and internationally through
retailers under licensing agreements, as well as directly to
customers primarily via internet sales.


BROWN PUBLISHING: Can Use 1st Lien Cash Collateral Until July 29
----------------------------------------------------------------
The Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York authorized The Brown Publishing
Company and its debtor-affiliates, to use prepetition secured
first lien lenders' cash collateral until July 29, 2011.

The Court also authorizes the Debtors to pay Thomas Carlson,
$1,000 per week, for his service as an independent director of
each of the Incorporated Debtors and an officer of each of the
Debtors; and pay up to $12,500 for the period from May 1, to
July 31, for the renewal of the directors' and officers' liability
insurance that the Debtors presently maintain, without prejudice
to seeking to expend additional sums for the renewal of insurance
to the extent the Effective Date does not occur prior to July 31.

The Official Committee of Unsecured Creditors filed their limited
objection to the Debtors' motion in relation to how the Debtors
would pay the cash collateral.  The Committee related that the
Debtors are not operating, and are not generating operating
income.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010, and May 1,
2010.  Brown Publishing disclosed $65,009,164 in assets and
$102,947,175 as of the Chapter 11 filing.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.  On Sept. 3, 2010, the
Debtors completed the sale of substantially all of their assets.
Brown Publishing sold most of its assets to Ohio Community Media
LLC, which was formed by the Company's lenders, for about
$21.8 million.  Brown Publishing's New York newspaper group, Dan's
Papers Inc., was sold to Dan's Papers Holdings LLC for about
$1.8 million.

Edward M. Fox, Esq., and Eric T. Moser, Esq., at K&L Gates LLP,
serve as counsel for the Debtors.  The Debtors also tapped Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent; Thomas C.
Carlson as chief restructuring officer; CBIZ MHM, LLC as
accountants; and Mesirow Financial Consulting, LLC, as financial
advisors.

The U.S. Trustee for Region 2, appointed seven members to the
official committee of unsecured creditors in the Debtors' case.
Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee in the Debtor's case. Argus Management Corporation as
Financial Advisors for the Official Committee


CALPIAN INC: Posts $514,100 Net Loss in First Quarter
-----------------------------------------------------
Calpian, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $514,070 on $425,777 of revenues for the three
months ended March 31, 2011, compared with a net loss of $16,421
on $0 revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$3.75 million in total assets, $1.78 million in total liabilities,
and stockholders' equity of $1.97 million.

Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about Calpian's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has as incurred net operating losses since inception
and management does not believe that available cash resources,
anticipated revenues from operations, and current funding
commitments will be sufficient to satisfy the Company's near term
capital requirements.

A copy of the Form 10-Q is available at http://is.gd/1LvFZU

Based in Dallas, Texas, Calpian, Inc., is in the business of
acquiring recurring monthly residual income streams derived from
credit card processing fees paid by retail stores in the United
States.


CARLTON GLOBAL: Court Denies Request to Employ Williams Brown
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
denied Carlton Global Resources, LLC's request to employ Rick
Williams and his firm, Williams Brown Parsons & Company, as
certified public accountants.

Henderson, Nevada-based Carlton Global Resources, LLC, filed for
Chapter 11 banrkuptcy protection (Bankr. C.D. Calif. Case No. 10-
48739) on Dec. 1, 2010.  The case was reassigned from Judge Thomas
B. Donovan to Judge Scott C. Clarkson.  The Debtor has tapped
Stephen R. Wade, Esq., and W. Derek May, Esq., at Law Offices of
Stephen R. Wade, P.C., as counsel.


CARIBBEAN RESTAURANTS: S&P Lowers CCR to 'CCC'; Outlook Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Juan, Puerto Rico-based Caribbean Restaurants LLC to
'CCC' from 'B-'. The outlook is developing.

"At the same time, we lowered the ratings on the company's $149
million senior secured notes to 'CCC+' from 'B'. The '2' recovery
rating on the notes remains unchanged," S&P said.

"The ratings on Caribbean Restaurants reflect our analysis that
the company's significant near-term maturities strain its
liquidity," said Standard & Poor's credit analyst Helena Song. "It
also reflects our expectations that operating performance will
remain weak in 2011, due to rising commodity costs and the
continuing weak Puerto Rican economy."


CASCADIA PROJECT: Fees Cut for Advisor Who Doubled as Investor
--------------------------------------------------------------
Bankruptcy Judge Karen A. Overstreet shaved the fees payable to
Obsidian Finance Group, LLC, the financial advisor to Cascadia
Project LLC, finding that Obsidian had a conflict of interest as
of May 17, 2010, when it agreed to acquire an ownership interest
in the Debtor, and that its fees and costs incurred on and after
that date should be denied.  The Application seeks compensation
for services and reimbursement of fees and expenses incurred by
Obsidian as the Debtor's financial advisor from Feb. 1, 2010
through Sept. 22, 2010 in the amount of $673,174.26.

HomeStreet Bank, the Debtor's largest secured creditor, objected
to the Application, arguing that Obsidian acquired an interest
adverse to the Debtor's estate mandating the Court's disallowance
of all fees and costs requested.

The Debtor filed its Chapter 11 Plan of Reorganization and
Disclosure Statement on May 31, 2010.  Attached to the Plan was a
Letter of Intent for Acquisition and Funding of the Cascadia
Project LLC dated May 28, 2010, among TPG Opportunities Partners,
L.P., Yarrow Bay Holdings, and Obsidian.  According to the LOI,
TPG, Yarrow Bay, and Obsidian were to acquire 100% of the equity
interest in the Debtor and to jointly contribute up to $55 million
to fund the Plan.  Obsidian's proposed contribution under the LOI
was 2% of the total investment, equating to $1.1 million.  The
acquisition of the Debtor's equity interest was to be accomplished
through a newly formed limited liability company owned by the
three investors.  Section 3 of the LOI provided that the
reorganized debtor would be managed by a newly created servicing
entity owned 60% by Yarrow Bay and 40% by Obsidian.

Pursuant to the LOI and the Plan, if confirmed and performed,
Obsidian would realize roughly $28 million on its $1.1 million
investment in the reorganized debtor.  Unfortunately for the
Debtor, TPG ultimately declined to enter into binding agreements
with the Debtor, Yarrow Bay and Obsidian.  That deal fell through.

A copy of the Court's May 26, 2011 Memorandum Decision is
available at http://is.gd/z7Uy8Efrom Leagle.com.

Cascadia Project LLC, filed for Chapter 11 bankruptcy (Bankr. W.D.
Wash. Case No. 09-20780) on Oct. 15, 2009.


CB HOLDING: Seeks Extra 90 Days to Introduce Liquidation Plan
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that after orchestrating the
sales of its three restaurant chains, CB Holding Corp. says it
needs more time to engineer the final piece of its bankruptcy
case: its Chapter 11 plan.

Absent an extension, the exclusive time for the Debtor to file a
plan of reorganization will expire June 15, and the deadline to
solicit support for the plan would be on Aug. 12.

                        About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding sold off its The Office restaurant chain and 12 Bugaboo
Creek stores in separate auctions.  Villa Enterprises Ltd. won the
bidding for The Office chain with its $4.68 million.  RRGK LLC
acquired the 12 Bugaboo Creek stores for $10.05 million, more than
tripling the $3.175 million first bid from an affiliate of
Landry's Restaurants Inc.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  Jeffrey N.
Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the
Official Committee of Unsecured Creditors.  CB Holding estimated
its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CENTURA LAND: U.S. Trustee Wants Case Moved to Northern District
----------------------------------------------------------------
The U.S. Trustee for Region 6 asks the U.S. Bankruptcy Court for
the Eastern District of Texas to transfer the Chapter 11 case of
Centura Land Corporation to the Northern District.

U.S. Trustee explains that the Debtor does not own any property in
the Eastern District of Texas.  The Debtor's property is located
in the Northern District of Texas.  The property was involved in a
bankruptcy before the Northern District of Texas Bankruptcy Court.

The property owned by Debtor was FRE Real Estate, Inc.

The U.S. Trustee adds that transferring the case to the Northern
District serves the convenience of the parties because the
Northern District Court is already familiar with the litigation
concerning Debtor's property.

The U.S. Trustee can be reached at:

         U.S. Department of Justice
         Office of the United States Trustee
         110 N. College Avenue, Suite 300
         Tyler, Texas 75702
         Tel: (903) 590-1450
         Fax: (903) 590-1461

                   About Centura Land Corporation

Plano, Texas-based Centura Land Corporation, fka IORI Centura,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex.
Case No. 11-41041) on April 1, 2011.  John Paul Stanford, Esq.,
who has an office in Dallas, Texas, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $13,000,000 in assets
and $8,197,687 in liabilities as of the Chapter 11 filing.


CHARTER COMMUNICATIONS: S.D.N.Y. Says Plan Appeal Equitably Moot
----------------------------------------------------------------
WestLaw reports that an appeal from an order confirming the
Chapter 11 debtor's now substantially consummated plan, to extent
that it sought an order directing a former principal shareholder
to return some or all of his settlement consideration or directing
the reorganized debtor to pay similar consideration to the
noteholders, was equitably moot.  Such consideration was an
essential part of a settlement that formed the cornerstone of the
plan.  Moreover, the former shareholder had already performed and
thereby secured billions of dollars of benefits for the debtor and
its creditors, benefits that far exceeded the consideration that
the shareholder received. The requested relief would impermissibly
necessitate the reversal or unraveling of the plan.  In re Charter
Communications, Inc., --- B.R. ----, 2011 WL 1344553 (S.D.N.Y.).

                  About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 09-11435)
on Mar. 27, 2009.  The Company disclosed $13.65 billion in assets
and $24.5 billion in debts in its petition.  Attorneys at Kirkland
& Ellis LLP, in New York, served as bankruptcy counsel to the
Debtors.


CHINA CENTURY: Receives Add'l Notice of NYSE Amex Non-Compliance
----------------------------------------------------------------
China Century Dragon Media, Inc. received an additional notice of
non-compliance from the NYSE Amex LLC due to the Company's failure
to maintain a board of directors consisting of a majority of
independent directors and an audit committee consisting of at
least three independent directors in accordance with Sections
802(a) and 803B(2) of the Exchange's Company Guide.  The Company
plans to address its plan for adding an additional independent
director to its board of directors and audit committee at its
scheduled hearing before a Listing Qualifications Panel of the
Exchange's Committee on Securities.  The Company also received
notifications on April 5, 2011 and May 17, 2011 from the Exchange
of the Company's failure to satisfy one or more of the Exchange's
continued listing standards related to the Company's failure to
timely file its Annual Report on Form 10-K for the year ended Dec.
31, 2011 and its Quarterly Report on Form 10-Q for the three
months ended March 31, 2011 with the Securities and Exchange
Commission.

As previously reported, on March 23, 2011, the Company received a
delisting notification from the Exchange due to the Company's
noncompliance with Sections 1003(f)(iii), 132(e), 1003(d), 1002(e)
and 127 of the Company Guide.  The Company has appealed the
Staff's delisting determination, which was based on the Exchange's
review of the resignation letter from the Company's former
auditor, MaloneBailey LLP, and the delay in the filing of the
Company's Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2010.  The Company timely requested a hearing before the
Panel.  The Company also received notifications from the Exchange.
The most recent notice of non-compliance has no immediate effect
on the listing of the Company's common stock on the Exchange.

                   About China Century Dragon

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


CIRRUS LOGIC: S&P Raises CCR to 'B+' on Continued Revenue Growth
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Austin, Texas-based semiconductor provider Cirrus Logic
Inc. to 'B+' from 'B'. The outlook is stable.

"We expect Cirrus to continue to generate revenue growth and good
margins through the second half of 2011," said Standard & Poor's
credit analyst Joseph Spence, "reflecting the strength of its
portable audio products and reliance on Apple Inc., which
comprised 54% of the company's sales in the March 2011 quarter."
Our strong growth expectations are tempered by Cirrus' vulnerable
business risk profile, which reflects its short track record at
current performance levels; narrow product focus; and high
customer concentration in a highly competitive and volatile
industry."


CLAIRE'S STORES: Amendments to Stock Incentive Plan Approved
------------------------------------------------------------
The Compensation Committee of Claire's Stores, Inc., approved
amendments to the Claire's Inc. Stock Incentive Plan, the form of
option grant letter and certain outstanding options held by
various employees, including Eugene S. Kahn, chief executive
officer; James G. Conroy, president; Kenneth Wilson, president of
Claire's Europe; and J. Per Brodin, executive vice president and
chief financial officer, the Company's "named executive officers".

A copy of the Amended and Restated Stock Incentive Plan is
available for free at http://is.gd/Gb2agC

Stock options granted under the Incentive Plan entitle the
optionee to purchase shares of the common stock of Claire's Inc.,
the sole stockholder of the Company, and consist of Time Options,
Performance Options and Stretch Performance Options.  The terms of
such options, as previously disclosed, are as follows.  All
options generally expire seven years after grant.  Time Options
become vested and exercisable in four equal installments based on
the anniversary of the date of grant or the anniversary of a
designated date, subject to acceleration in the event of a change
in control.  The Target Stock Price means $10.00 compounded at an
annual rate of 22.5% from May 29, 2007, to the Measurement Date,
and the Stretch Stock Price means $10.00, compounded at an annual
rate of 32% from May 29, 2007, to the Measurement Date.  Prior to
the Plan Amendments, upon a Stock Price Vesting Event, the options
would have become exercisable in two equal annual installments on
each of the first two anniversaries of the Measurement Date so
long as the optionee remained employed, subject to acceleration in
the event of a change in control or a specified liquidity event.
Prior to the Plan Amendments, shares obtained upon the exercise of
an option or by purchase would have not been generally
transferable until one year following a Qualified IPO.

The Plan Amendments:

   * eliminate the Two-Year Employment Requirement, with the
     result that vesting of a Performance Option or a Stretch
     Performance Option will occur in full immediately upon a
     Stock Price Vesting Event;

   * eliminate the restriction on transfers of shares obtained
     upon an option exercise or by purchase for one year following
     a Qualified IPO so that such restriction will now lapse upon
     a Qualified IPO;

   * change the definition of "Qualified IPO" to mean a sale by
     Parent of shares in an initial underwritten public offering
     registered under the Securities Act of 1933 resulting in the
     listing of the shares on a nationally recognized stock
     exchange, including, without limitation the Nasdaq Stock
     Market, that results in any cash proceeds to Parent;

   * provide that each optionee will have the right, upon exercise
     of any option that occurs both while the optionee remains
     employed, and within the 90 day period prior to the outside
     expiration date of the option, to satisfy the exercise price
     and any withholding tax obligation triggered by such exercise
     by any combination of cash or shares, unless at the time of
     exercise the optionee can effect a cashless exercise through
     a broker; and

   * add two additional vesting events applicable to Performance
     Options prior to the end Parent's fiscal 2012 year: (i) the
     consummation of an initial public offering at a price at
     least equal to the Target IPO Price and (ii) if during any
     four fiscal quarter period prior to or concurrent with the
     end of Parent's fiscal 2012 year certain EBITDA-based
     performance targets set forth in the Grant Letter are
     achieved.

The Committee also approved an offer pursuant to the Amended
Incentive Plan to certain employees to purchase a specified number
of shares of the common stock of Parent at a price per share of
$10.00.  The Offer was made available to employees who had not
previously accepted similar offers from Parent, including the
following "named executive officers":

             Name                  Shares Offered
        ---------------            --------------
        James G. Conroy                 50,000
        Kenneth Wilson                  30,000
        J. Per Brodin                   25,000

Under the terms of the Offer, which supersedes any and all
previous pending offers, each offeree has the opportunity to
purchase up to such person's specified number of shares of Parent
and, in addition, to receive for each share purchased an option
under the Amended Incentive Plan to purchase an additional share
at an exercise price of $10.00.  Such BOGO Options will vest and
become exercisable in two equal installments on the first and
second anniversary of the grant date; provided that the employee
is employed on such dates and provided further that such BOGO
Options will become fully vested and exercisable in the event of a
change of control.  The BOGO Options will otherwise be subject to
all terms and conditions of the Amended Incentive Plan.

The terms of the Offer also provide that the 2012 Vesting Events
will apply to a portion of the Stretch Performance Options held by
each offeree who holds Stretch Performance Options and who accepts
the Offer to subscribe for shares of Parent.  If the offeree
purchases all of the shares subject to his or her Offer, all of
such person's Stretch Performance Options will be modified to be
subject to the 2012 Vesting Events.  If the offeree purchases less
than all offered shares, then a ratable portion of the Stretch
Performance Options will be so modified.

In addition, the Committee approved the application of the 2012
Vesting Events to all 477,440 Stretch Performance Options held by
Eugene S. Kahn.  Mr. Kahn had previously accepted in full an offer
to purchase shares of Parent under terms similar to the Offer.
In addition, the Committee approved the grant of 25,000 Stretch
Performance Options to J. Per Brodin, who was promoted to
Executive Vice President in May 2010.  Such options will be
subject to the terms of the Offer respecting the applicability of
the 2012 Vesting Events.

In addition, under the terms of the Offer made to James G. Conroy,
consistent with the terms of a similar offer made to him in
connection with the commencement of his employment, any BOGO
Options he receives upon acceptance of the Offer will vest
immediately rather than over a two-year period.

About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer offering accessories and jewelry for kids,
teens, teens, and young women in the 3 to 27age range.  The
Company is organized based on its geographic markets, which
include North American division and European division.  As of Jan.
30, 2010, it operated a total of 2,948 stores, of which 1,993 were
located in all 50 states of the United States, Puerto Rico,
Canada, and the United States Virgin Islands (its North American
division) and 955 stores were located in the United Kingdom,
France, Switzerland, Spain, Ireland, Austria, Germany,
Netherlands, Portugal, and Belgium (its European division).  Its
stores operate under the trade names Claire's and Icing.  In
addition, as of Jan. 30, 2010, it franchised 195 stores in the
Middle East, Turkey, Russia, South Africa, Poland, Greece,
Guatemala and Malta under franchising agreements.  It also
operates 211 stores in Japan through its Claire's Nippon 50:50
joint venture with AEON Co. Ltd.

Claire's Stores reported net income of $4.32 million on $1.42
billion of net sales for the fiscal year ended Jan. 29, 2011,
compared with a net loss of $10.40 million on $1.34 billion of net
sales for the fiscal year ended Jan. 30, 2010.

The Company's balance sheet at Jan. 29, 2011, showed $2.86 billion
in total assets, $2.89 billion in total liabilities, and a
$26.51 million stockholders' deficit.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores, Inc.'s senior secured bank
credit facilities to B3 from Caa1 and its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.  All other ratings were
affirmed including Claire's Caa2 Corporate Family Rating.  The
rating outlook is positive.

The upgrade of Claire's first lien bank facilities is in response
to the repayment of $245 million of the term loan B, which reduced
the amount of senior secured first lien bank debt in the capital
structure.  The upgrade also reflects Claire's recently issued
$450 million second lien notes, which provide additional support
to the first lien bank facilities.


CLAIRE'S STORES: Bank Debt Trades at 8% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 92.06 cents-
on-the-dollar during the week ended Friday, May 27, 2011, a drop
of 0.94 percentage points from the previous week, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 29, 2014,
and carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer offering accessories and jewelry for kids,
teens, teens, and young women in the 3 to 27age range.  The
Company is organized based on its geographic markets, which
include North American division and European division.  As of Jan.
30, 2010, it operated a total of 2,948 stores, of which 1,993 were
located in all 50 states of the United States, Puerto Rico,
Canada, and the United States Virgin Islands (its North American
division) and 955 stores were located in the United Kingdom,
France, Switzerland, Spain, Ireland, Austria, Germany,
Netherlands, Portugal, and Belgium (its European division).  Its
stores operate under the trade names Claire's and Icing.  In
addition, as of Jan. 30, 2010, it franchised 195 stores in the
Middle East, Turkey, Russia, South Africa, Poland, Greece,
Guatemala and Malta under franchising agreements.  It also
operates 211 stores in Japan through its Claire's Nippon 50:50
joint venture with AEON Co. Ltd.

Claire's Stores reported net income of $4.32 million on $1.42
billion of net sales for the fiscal year ended Jan. 29, 2011,
compared with a net loss of $10.40 million on $1.34 billion of net
sales for the fiscal year ended Jan. 30, 2010.

The Company's balance sheet at Jan. 29, 2011, showed $2.86 billion
in total assets, $2.89 billion in total liabilities, and a
$26.51 million stockholders' deficit.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores, Inc.'s senior secured bank
credit facilities to B3 from Caa1 and its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.  All other ratings were
affirmed including Claire's Caa2 Corporate Family Rating.  The
rating outlook is positive.

The upgrade of Claire's first lien bank facilities is in response
to the repayment of $245 million of the term loan B, which reduced
the amount of senior secured first lien bank debt in the capital
structure.  The upgrade also reflects Claire's recently issued
$450 million second lien notes, which provide additional support
to the first lien bank facilities.


CLEAR CHANNEL: Bank Debt Trades at 13% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 86.88 cents-on-the-dollar during the week ended Friday, May 27,
2011, a drop of 1.28 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 203 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

About CC Media and Clear Channel

Clear Channel Communications, Inc. --
http://www.clearchannel.com/--is a diversified media company with
three primary business segments: radio broadcasting, outdoor
advertising and live entertainment.  Clear Channel (OTCBB:CCMO) is
the operating subsidiary of San Antonio, Texas-based CC Media
Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010, showed $17.48 billion
in total assets, $1.25 billion in current liabilities, $20.61
billion in long-term liabilities and a $7.20 billion shareholders'
deficit.

                        *     *     *

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

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

In February 2011, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.  S&P said the 'CCC+' CCR on CC Media Holdings
reflects the risks surrounding the longer-term viability of the
company's capital structure -- in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the Company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the Company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CLEARWIRE CORP: Ericsson to Operate and Support WiMAX Network
-------------------------------------------------------------
Clear Wireless, LLC, a wholly-owned subsidiary of Clearwire
Corporation, and Ericsson, Inc., entered into a Managed Services
Agreement under which Ericsson will operate, maintain, and support
Clearwire's WiMAX network.  As part of the agreement, it is
anticipated that approximately 730 Clearwire network operations
employees and contractors will be transferred to Ericsson.
Clearwire will continue to own and control all network assets and
to have full responsibility for network operations, design,
planning, and future technology strategy and investment decisions.
In addition, Clearwire retains the right to make all policy,
legal, and regulatory decisions applicable to Clearwire's network.

The Managed Services Agreement commenced on May 16, 2011, and will
continue for a period of seven years from the date Ericsson begins
performing services, which is anticipated to be June 27, 2011.
Clearwire may, in its sole discretion, extend the term of the
Managed Services Agreement for up to three successive periods of
not more than one year each.

Clearwire will pay Ericsson annual service fees over the 7-year
term.  Service fees are a function of an agreed-upon initial
baseline number of network elements.  To meet dynamic service
demand based on growth or reduction in the number of network
elements, Ericsson is required to provide services for a defined,
network element volume band above and below the initial baseline,
with no change in service fees. Service fees will be adjusted if
the number of network elements exceeds or falls below the network
element volume band.

If Clearwire terminates the Managed Services Agreement for
convenience prior to expiration of the term of the Agreement,
Clearwire is required to pay a percentage of average service fees
over the preceding twelve months plus severance expenses for
Ericsson employees substantially dedicated to providing the
Services being terminated to Clearwire who cannot reasonably be
redeployed to other Ericsson activities and not re-hired by
Clearwire.

                    About Clearwire Corporation

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

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

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

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

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

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

                           *     *     *

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

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


CLEARWIRE CORP: Intel Corp. Owns 98.87MM of Class A Common Shares
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Intel Corporation disclosed that it
beneficially owns 98,871,478 shares of Class A common stock of
Clearwire Corporation representing 31.7% of the shares
outstanding.   The number of shares outstanding of the Company's s
Class A common stock as of April 29, 2011, was 246,203,320.  The
number of shares outstanding of the Company's Class B common stock
as of April 29, 2011, was 743,481,026.  A full-text copy of the
filing is available for free at http://is.gd/4FJuiF

                   About Clearwire Corporation

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

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

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

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

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

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

                           *     *     *

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

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


CIRTRAN CORP: Incurs $8.61 Million First Quarter Net Loss
---------------------------------------------------------
Cirtran Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $8.61 million on $1.39 million of net sales for the three
months ended March 31, 2011, compared with a net loss of
$1.36 million on $1.78 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.40 million in total assets, $32.12 million in total
liabilities, and a $27.72 million total stockholders' deficit.

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

                        http://is.gd/RnKQWo

                     About CirTran Corporation

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

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

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


COLT DEFENSE: Moody's Lowers CFR to Caa1 From B2; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service lowered Colt Defense LLC's corporate
family and probability of default ratings two notches to Caa1 from
B2. The rating on the 8.75% senior unsecured notes due November
2017 was lowered one notch to Caa1. The company's good liquidity
position over the next year is reflected in the SGL-2 liquidity
rating. The ratings outlook is stable.

These ratings were downgraded:

   -- Corporate family and probability of default ratings, to Caa1
      from B2

   -- $250 million senior unsecured notes due 2017, to Caa1 (LGD-
      4, 51%) from B3 (LGD-4, 58%)

Rating assigned:

   -- SGL-2

RATINGS RATIONALE

The ratings downgrade was prompted by Colt's increasing financial
leverage level with debt-to-EBITDA of over 10.0 times, on a
Moody's adjusted basis, and EBIT-to-interest of well under 1.0
times for the twelve month period ended April 3, 2011. Moody's
notes that the primary factor for the deterioration in credit
metrics is a decrease in revenue stemming from lower sales of
carbines to the U.S. Government that more than offsets growth in
sales to foreign customers. The IDIQ contract with the U.S. Army
for the M4 carbine expired on December 31, 2010 and the Army's
recently awarding of contracts for spare parts to a competitor
following a competitive solicitation could further pressure
operating results if sales to international customers or the
company's backlog fail to materialize at the timing and at the
levels expected. In early 2011, the Army outlined details related
to a new carbine competition which could potentially replace the
M4. Although conversion to another weapon system would take a few
years, uncertainty regarding the outcome of the carbine
competition remains a longer-term concern.

The stable rating outlook encompasses credit metrics expected to
remain in line with a Caa1 rating over the intermediate term given
a recently improved backlog and an expected good liquidity
position over the next twelve months. The company's backlog
increased from $165.7 million in 2010 to $227.2 million during the
first quarter of 2011, largely due to a large international order
received during the first quarter of 2011.

The SGL-2 liquidity rating assigned reflects a near term good
liquidity profile supported primarily by a large cash balance and
the absence of any meaningful debt maturities over the
intermediate term. The company does have interest expense of $22
million related to their senior notes and $5 million of other
yearly contractual related expenses that would be anticipated to
be covered by the $49.9 million of cash on the balance sheet at
April 3, 2011. The company also has access to a letter of credit
line with a limit of $10 million for letter of credit usage. No
financial ratio covenants apply to the letter of credit line
except for a capital expenditure maximum threshold.

Positive rating momentum would develop with an expectation that
Colt may achieve a debt to EBITDA level approaching 6.0 times with
EBITDA to interest at above the 1.0 times range. An expectation of
a sustained liquidity profile adequacy would also be necessary.

Negative rating momentum would develop if the company's liquidity
profile were to weaken, loss of a key customer, or leverage and
interest coverage metrics do not improve from current levels.

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

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms including the M4 carbine and M16 rifle for the U.S.
military, U.S. law enforcement agencies, and foreign militaries.
Revenues for the last twelve months ended April 3, 2011 totaled
$168 million.


COMMONWEALTH BIOTECHNOLOGIES: Incurs $80,600 1st Qtr. Net Loss
--------------------------------------------------------------
Commonwealth Biotechnologies, Inc., filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of $80,560 on $148,495 of total revenues for
the three months ended March 31, 2011, compared with a net loss of
$255,053 on $144,873 of total revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed $6.21
million in total assets, $5.81 million in total liabilities and
$406,020 in total stockholders' equity.

During the last year, the Company's business has undergone
substantial changes in relation to size, scale and scope of
activities.  Now that the sale of Mimotopes is complete, the
Company has no operating units or subsidiaries.

The Company's independent auditors have included a paragraph
emphasizing "going concern" in their report on the 2010 financial
statements.

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

                        http://is.gd/8HTt1u

                 About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies offers
cutting-edge peptide research and development products and
services to the global life sciences industry.  CBI now operates
through its Australian subsidiary, Mimotopes, Pty Ltd.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


COMMUNICATION INTELLIGENCE: Posts $1.3 Million Net Loss in Q1 2011
------------------------------------------------------------------
Communication Intelligence Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $1.33 million on $277,000 of
revenues for the three months ended March 31, 2011, compared with
a net loss of $1.65 million on $207,000 of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed
$4.44 million in total assets, $2.37 million in total liabilities,
and   stockholders' equity of $2.07 million.

As reported in the TCR on April 6, 2011, GHP Horwath, P.C., in
Denver, expressed substantial doubt about the Company's ability to
continue as a going concern, following the 2010 results.  The
independent auditors of the Company's significant recurring
operating losses and accumulated deficit.

A copy of the Form 10-Q is available at http://is.gd/VijqzO

Based in Redwood Shores, California, Communication Intelligence
Corporation (OTC QB: CICI) -- http://www.cic.com/-- is a supplier
of electronic signature products and a  recognized leader in
biometric signature verification.


CONQUEST PETROLEUM: Incurs $1.7 Million First Quarter Net Loss
--------------------------------------------------------------
Conquest Petroleum Incorporated 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 $289,867 of total revenues for the
three months ended March 31, 2011, compared with a net loss of
$2.33 million on $326,882 of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.19 million in total assets, $30.19 million in total
liabilities, and a $27.99 million total stockholders' deficit.

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

                        http://is.gd/cw8lsg

                     About Conquest Petroleum

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

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

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


CONSTELLATION BRANDS: Moody's Raises CFR to Ba2; Outlook Positive
-----------------------------------------------------------------
Moody's Investors Service upgraded Constellation Brand's, raising
its Corporate Family, Probability of Default, bank facility and
senior unsecured ratings to Ba2 from Ba3. The rating outlook
remains positive.

RATINGS RATIONALE

"The upgrade reflects Constellation Brand's improved credit
profile following the sale of 80 % of its UK and Australia
businesses for approximately $230 million, its strong cash flow
over the past year and the recent de-leveraging of its balance
sheet through pre-payment of debt" said Linda Montag, Moody's
Senior Vice President. While the divestiture of the foreign assets
resulted in a smaller and less geographically diversified company,
the remaining businesses will generate better margins and carry
fewer pension and lease liabilities, both of which serve to
improve credit metrics. Moody's also expect that the exit of the
underperforming businesses will eliminate the need for repetitive
restructuring charges that have plagued the company in recent
years. Furthermore, the business also has become more transparent
with the disposal of Matthew Clark, the U.K. wholesale Joint
Venture.

Constellation's Ba2 rating reflects its still meaningful scale and
good product diversification, including a broad portfolio of
brands covering the premium wine, spirits and imported beer
categories. It also reflects its franchise strength, solid
profitability, good liquidity profile and improving efficiency.
The company's presence in premium wines, vodka and imported beer
places it in some of the categories that are most strongly
positioned for growth within their respective segments.

While overall leverage (Debt to EBITDA using Moody's adjustments)
has declined from close to or over 5 times in recent years, to
under 3.5 times as of its fiscal year ended February 2011, the
company does have an historical track record of acquisitions and
large share repurchases. While management has more recently been
focused on divestitures of less profitable and underperforming
businesses, the many changes and reversals in strategic direction
distort comparability and raise some uncertainty as to the long-
term commitment to a less leveraged financial profile. In
addition, there is some uncertainty still surrounding the possible
cost to settle the put of the remaining 50.1% of Ruffino to
Constellation. Finally the existence of the Crown Joint Venture
with Grupo Modelo creates analytical challenges, since this is an
important business that is not consolidated and whose longer-term
future depends on the mutual satisfaction of both JV parties.
However, Constellation's recent debt reduction efforts and focus
on driving profitable organic growth, rather than an historically
more aggressive and acquisition-focused growth strategy, are
credit positives as is the exit of the underperforming
international businesses.

The maintenance of the positive rating outlook reflects Moody's
view that the remaining, more US focused business will be more
profitable with EBITA margins in the low to mid 20% range, and
that the company will generate strong cash flows allowing for
further de-leveraging should the company continue on its current
path. Absent shareholder-friendly management decisions or debt-
funded acquisitions, Moody's expects leverage to continue to trend
downward over the next few years, potentially approaching 3 times
(using Moody's adjustments) in the next 12 to 18 months.

An upgrade could result if the company sustains strong operating
performance over the medium term, shows continued improvement in
profitability and leverage, maintains good liquidity and if
management shows a firm commitment to a more conservative
financial management strategy, including setting financial targets
that permanently reduce leverage levels such that Debt to EBITDA
is sustained below 3.5 times and EBIT to Interest remains above
3.5 times, per Moody's definitions.

Although unlikely in the near term, a downgrade could occur if
operating performance were to weaken or debt financed shareholder
returns or acquisitions were undertaken such that leverage
exceeded 4.5 times, EBITA margin was sustained below 20% or EBIT
to Interest fell below 2.5 times.

The principal methodology used in rating Constellation Brands was
Global Alcoholic Beverage Rating Methodology published in August
2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.

Headquartered in Victor, New York, Constellation Brands, Inc.
(Constellation, or STZ) is a leading international wine company
with a broad portfolio of premium brands across the wine, spirits,
and imported beer categories. Major brands in the company's
current portfolio include, Robert Mondavi, Clos du Bois,
Ravenswood, Blackstone, Nobilo, Kim Crawford, Inniskillin,
Jackson-Triggs, Arbor Mist, Black Velvet Canadian Whisky, and
SVEDKA vodka. It imports Corona through the Crown Imports Joint
Venture. Reported net revenue for fiscal 2011 was approximately
$3.3 billion.


CORD BLOOD: Incurs $1.84 Million Net Loss in 1st Quarter
--------------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.84 million on $1.45 million of revenue for the
three months ended March 31, 2011, compared with a net loss of
$2.57 million on $839,343 of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$8.16 million in total assets, $8.08 million in total liabilities,
and $77,339 in total stockholders' equity.

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

                        http://is.gd/PmmWCo

                     About Cord Blood America

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

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

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


COUGAR OIL: Posts C$1.8 Million First Quarter Net Loss
------------------------------------------------------
Cougar Oil and Gas Canada, Inc., reported a net loss of
C$1.84 million on C$706,074 of revenue for the three months ended
March 31, 2011, compared with a net loss of C$299,946 on C$755,331
of revenue for the same period last year.

The Company recorded an impairment of its oil and gas properties
of C$934,433 in the first quarter of 2011.

The Company's balance sheet at March 31, 2011, showed
C$14.05 million in total assets, C$12.83 million in total
liabilities, and stockholders' equity of C$1.22 million.

The Company has a working capital deficit of C$6.77 million at
March 31, 2011, which is up by C$2.14 million from C$4.63 million
at Dec. 31, 2010.

RBSM, LLP, in New York, expressed substantial doubt about Cougar
Oil and Gas Canada'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 since its
inception and has a working capital deficiency.

A copy of the Company's interim financial statements for the first
quarter ended March 31, 2011, is available at http://is.gd/JG97ub

Headquartered in Calgary, Canada, Cougar Oil and Gas Canada, Inc.,
formerly Ore-More Resources, Inc., was incorporated under the laws
of the Province of Alberta, Canada on June 20, 2007.  The
Company's  principal activity is in the exploration, development,
production and sale of oil and natural gas.  The Company's main
operations are currently in the Alberta and British Columbia
provinces of Canada.


CREATIVE VISTAS: Reports $69,800 Net Income in First Quarter
------------------------------------------------------------
Creative Vistas, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $69,811 on $9.02 million of contract and service revenue for
the three months ended March 31, 2011, compared with a net loss of
$419,567 on $9.23 million of contract and service revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$11.78 million in total assets, $26.46 million in total
liabilities, and a $14.67 million stockholders' deficiency.

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

                        http://is.gd/Fdr7y6

                       About Creative Vistas

Headquartered in Whitby, Ontario, Canada, Creative Vistas, Inc.,
provides security-related technologies and systems.  The Company
also provides the deployment of broadband services to the
commercial and residential market.  The Company primarily operates
through its subsidiaries AC Technical Systems Ltd. and Iview
Digital Video Solutions Inc., to provide integrated electronic
security-related technologies and systems.

As reported by the TCR on April 8, 2011, Kingery & Crouse PA, in
Tampa, Florida, expressed substantial doubt about Creative Vistas'
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has working capital and stockholder deficiencies.

The Company reported a net loss of $681,807 on $39.87 million of
revenues for 2010, compared with a net loss of $1.60 million on
$39.77 million of revenues for 2009.


DENNY'S CORPORATION: 10 Directors Elected at Annual Meeting
-----------------------------------------------------------
The Annual Meeting of Stockholders of Denny's Corporation was held
on May 18, 2011.  At the Annual Meeting, the holders of the
Company's common stock entitled to vote at the Annual Meeting (1)
elected the ten director nominees for the ensuing year, (2)
ratified the selection of KPMG LLP as the Company's registered
public accounting firm for 2011, (3) adopted the advisory
resolution approving the Company's 2010 executive compensation,
and (4) approved, on a non-binding basis, holding future
stockholder votes on executive compensation every year.

The 10 directors are:

   (1) Gregg R. Dedrick
   (2) Brenda J. Lauderback
   (3) Robert E. Marks
   (4) John C. Miller
   (5) Louis P. Neeb
   (6) Donald C. Robinson
   (7) Donald R. Shepherd
   (8) Debra Smithart-Oglesby
   (9) Laysha Ward
  (10) F. Mark Wolfinger

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at March 30, 2011 showed
$296.77 million in total assets, $399.02 million in total
liabilities, and a $102.25 million total shareholders' deficit.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 78.17 cents-on-
the-dollar during the week ended Friday, May 27, 2011, a drop of
1.65 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., formerly
known as The Dun & Bradstreet Corp. (NYSE: RHD) --
http://www.rhdonnelley.com/-- publishes and distributes print and
online directories in the U.S.  It offers print directory
advertising products, such as yellow pages and white pages
directories.  R.H. Donnelley Inc., Dex Media, Inc., and Local
Launch, Inc., are the company's only direct wholly owned
subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.  The
Official Committee of Unsecured Creditors tapped Ropes & Gray LP
as its counsel, Cozen O'Connor as Delaware bankruptcy co-Counsel,
J.H. Cohn LLP as its financial advisor and forensic accountant,
and The Blackstone Group, LP, as its financial and restructuring
advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DEX MEDIA WEST: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 88.33 cents-on-
the-dollar during the week ended Friday, May 27, 2011, a drop of
1.43 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represented the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, served as the Debtors' local counsel.  The
Debtors' financial advisor was Deloitte Financial Advisory
Services LLP while its investment banker was Lazard Freres & Co.
LLC.  The Garden City Group, Inc., was claims and noticing agent.
The Official Committee of Unsecured Creditors tapped Ropes & Gray
LLP as its counsel, Cozen O'Connor as Delaware bankruptcy co-
counsel, J.H. Cohn LLP as its financial advisor and forensic
accountant, and The Blackstone Group, LP, as its financial and
restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DEXION COMMODITIES: Wind-Up Distributions to be Made Tomorrow
-------------------------------------------------------------
At a general meeting of the Company held at 9.00 a.m. on April 11,
2011, shareholders passed the proposals to wind-up the Company.

Further to the Company's Circular dated March 3, 2011, the
Liquidators announce the following interim distribution:

          GBP class NAV as at 26 May 2011 GBP 0.9830
          Distribution GBP 0.9651 per share

          EUR class NAV as at 26 May 2011 EUR 1.2005
          Distribution EUR 1.1786 per share

          USD class NAV as at 26 May 2011 USD 1.7028
          Distribution US$ 1.6717 per share

Following the realisation of investments the assets of Company are
predominantly held in USD. As currency hedging in respect of the
Shares was terminated prior to liquidation, movements in exchange
rates between the USD and GBP and EUR may result in holders of
Shares being redeemed receiving GBP or EUR cash payments which are
more or less than the NAV attributable to the GBP Shares and EUR
Shares from time to time.

This distribution will be paid by CREST on May 31, 2011.  Where
investors are not CREST registered, this payment will be by way of
cheques drawn upon a UK clearing bank posted to the Shareholder's
registered address.


DIXIE MANAGEMENT: Arkansas LLC Statute Prempted in Bankruptcy
-------------------------------------------------------------
WestLaw reports that an Arkansas statute providing that a party
ceases to be a member of a limited liability company when the
party "[f]iles a voluntary petition in bankruptcy" [West's A.C.A.
Sec. 4-32-802(a)(4)(B)] did not prevent a debtor's interest in an
investment group from being included in the property of the
Chapter 11 estate, on the theory that the debtor's interest in the
group terminated immediately upon its bankruptcy filing.  The
Arkansas statute, insofar as it affected what property was
included in the estate, was preempted by federal law.  In re Dixie
Management & Inv., Ltd. Partners, --- B.R. ----, 2011 WL 1753971
(Bankr. W.D. Ark.).

Fayetteville, Arkansas-based commercial real estate leasing
concern Dixie Management & Investment, LP, and its debtor-
affiliate Ben B. Israel, sought chapter 11 protection (Bankr. W.D.
Ark. Case Nos. 08-73874 and 08-73875) on Sept. 29, 2008, blaming
the collapse of the U.S. real estate market.  Derrick Mark
Davidson, Esq., at Derrick Davidson, P.A., represents the Debtors
in their restructuring efforts.  In its filing, the Debtors
estimated $10 million to $50 million in assets and $10 million to
$50 million in debts.


DOLPHIN DIGITAL: Incurs $392,377 Net Loss in March 31 Quarter
-------------------------------------------------------------
Dolphin Digital Media Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $392,377 on $13,750 of revenue for the three months
ended March 31, 2011, compared with a net loss of $1.59 million on
$0 of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $341,208 in
total assets, $3.87 million in total liabilities, all current, and
a $3.53 million total stockholders' deficit.

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

                        http://is.gd/0VQcbf

                       About Dolphin Digital

Miami, Fla.-based Dolphin Digital Media, Inc (OTC BB: DPDM)
-- http://www.dolphindigitalmedia.com/-- is a creator of secure
social networking websites for children utilizing ground breaking
fingerprint identification technology.


DREIER LLP: Fortress Agrees to Reduce $125.6-Mil. in Claims
-----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that affiliates of Fortress Investment Group Inc., so-
called "net losers" in Marc Dreier's fraudulent investment scheme,
have agreed to slash their $125.6 million in claims against
Dreier's defunct law firm by more than half under a new
settlement.

In exchange for agreeing to reduce their claims by 56% to $55
million, DBR continues, court papers show the investment firm's
Fortress Credit Corp. and two affiliates will be released from
potential claims seeking to recover the $16 million in payments
they received from the law firm in connection with Dreier's fraud.

DBR relates that, according to Chapter 11 trustee Sheila M. Gowan,
the Fortress entities transferred about $98.4 million to one of
the law firm's bank accounts to invest in the notes Dreier was
selling.  They later received a total of $16 million from the same
account, which Ms. Gowan could seek to claw back under bankruptcy
laws.

The Fortress entities filed unsecured claims against the law firm
to recoup the principal and interest they lost. The $125.6 million
they sought represented about 22% of the total claims against the
law firm.

DBR says the settlement is subject to Bankruptcy Court approval at
a June 16 hearing.

                        About Dreier LLP

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

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

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

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

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


DUCOMMUN INC: S&P Gives 'B+' CCR; Outlook is Stable
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Carson, Calif.-based Ducommun Inc. "We also
assigned our 'BB' issue-level rating and '1' recovery rating to
the company's proposed $230 million secured credit facility. The
credit facility consists of a $40 million revolving credit
facility due 2016 and a $190 million term loan due 2017. We also
assigned our 'B-' issue-level rating and '6' recovery rating to
its proposed $200 million senior unsecured notes due 2018. The
outlook is stable," S&P stated.

"The ratings on Ducommun reflect the company's high leverage,
integration and other risks associated with the proposed
acquisition, pressures on defense spending, and modest size
compared with some competitors," said Standard & Poor's credit
analyst Christopher DeNicolo. "Positive credit factors include
relatively good program and customer diversity for its size. We
assess the firm's business risk as weak and financial risk as
aggressive."

In April 2011, Ducommun announced plans to acquire LaBarge Inc.
for a total of $340 million, including assumed debt, which it will
fund with a new credit facility and senior notes. Although
somewhat acquisitive in the past, Ducommun had previously used
little debt, so credit protection measures will deteriorate
materially from 2010 levels following the LaBarge acquisition. "We
expect 2011 pro forma debt to EBITDA to be around 4.5x, up from
below 1x in 2010, and funds from operations (FFO) to debt of 10%-
15%, down from over 200%. We expect the company to use excess cash
flows to reduce debt, resulting in improving credit protection
measures over the next two years. The acquisition is by far the
firm's largest and will almost double revenues. The company
expects to close the transaction by the end of June. We don't
expect the firm to make any further material acquisitions until it
reduces its leverage," S&P stated.

The outlook is stable. "We believe the pending LaBarge acquisition
will result in a significant increase in leverage from fairly low
historical levels," Mr. DeNicolo added. "However, we also believe
the earnings and cash flow contribution from LaBarge, as well as
solid demand in most markets, should enable the company to reduce
debt and generate credit protection measures that are appropriate
for the rating. We could raise the rating if earnings and cash
flows increase more than we expect, resulting in debt to EBITDA
below 3.5x and FFO to debt above 20%. Although, less likely, we
could lower the ratings if weakness in key markets, problems with
the integration of LaBarge, or additional debt-financed
acquisitions result in debt to EBITDA increasing more than 5x and
FFO to debt below 10%."


DUCOMMUN INC: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned Ducommun, Inc. first time
Corporate Family and Probability of Default ratings of B1, a Ba2
rating to the planned $230 million senior secured bank credit
facilities ($40 million revolver and $190 million senior secured
Tem Loan B), and a B3 to the company's proposed $200 million
senior unsecured notes. Concurrently, a Speculative Grade
Liquidity rating of SGL-2 was assigned. The rating outlook is
stable.

Proceeds from the company's proposed senior secured bank credit
facilities and senior unsecured notes will be used to acquire
LaBarge, Inc. for approximately $333 million (net of $7 million of
cash), 8.1x LTM adjusted EBITDA. LaBarge is a contract
manufacturer of electronic and electromechanical systems, devices
and interconnect systems for customers in the defense, aerospace,
natural resources, industrial and medical markets.

These ratings/assessments have been assigned to Ducommun, Inc.:

   -- Corporate family rating, assigned B1;

   -- Probability of default rating, assigned B1;

   -- $40 million senior secured revolving credit facility due
      2016, assigned Ba2 (LGD2, 26%);

   -- $190 million senior secured term loan B due 2017, assigned
      Ba2 (LGD2, 26%);

   -- $200 million senior unsecured notes due 2018, assigned B3
      (LGD5, 79%);

   -- Speculative grade liquidity rating, assigned SGL-2.

RATINGS RATIONALE

The B1 CFR assigned to Ducommun reflects the company's pro-forma
leverage approaching 5.0 times (on a Moody's adjusted basis) for
the proposed acquisition of LaBarge. The proposed debt financed
acquisition is the largest acquisition in the company's history
and will result in a revenue increase of nearly 80%. Ducommun will
incorporate the LaBarge business, approximately $333 million of
LTM revenue as of 4/2/11, into their existing technologies
segment. Supporting the rating is the company's good liquidity
profile highlighted by expected positive free cash flow
generation, aided by relatively low levels of capital
expenditures, a substantial combined company backlog that provides
revenue visibility, and improved end-market and customer
diversification as a result of the proposed LaBarge acquisition.
While the company will broaden and still generate a majority of
its revenue from the aerospace and defense end-markets, Ducommun
will expand its business profile with new exposure to the medical,
industrial, and natural resource end markets, which will lessen
risk associated with the aerospace and defense demand cycle. With
minimal overlap, Labarge's high-mix - low volume electronic
manufacturing services will expand Ducommun's aerospace and
defense platforms and provide the opportunity for cross-selling
and synergies between the two.

The stable outlook reflects Moody's expectation that the company's
backlog will support some level of revenue growth, as increases in
commercial aircraft production rates and growth in markets new to
Ducommun are expected to more than offset reductions from programs
that are reaching their life cycle maturity. The stable outlook
also considers the company's good liquidity profile supported by
positive free cash flow generation.

A positive outlook or ratings upgrade, though not currently
anticipated in the near-term given the size of the proposed debt
financed acquisition, would be considered if Ducommun meets
operating performance expectations over the next year post the
close of the LaBarge acquisition, and reduces leverage towards 3.0
times debt to EBITDA, with EBITA to interest above 3 times on a
sustained basis (Moody's adjusted basis).

Adverse rating implications would likely result from any
additional debt financed acquisition that increases current
leverage metrics or if the company's liquidity profile were to
significantly weaken. The inability to successfully integrate
LaBarge into the company's operations could also result in
downward rating pressure. These events, which would lead to debt
to EBITDA sustained over 5 times and the lack of positive free
cash flow generation, could result in a downgrade.

The principal methodology used in rating Ducommun, Inc. was the
Global Aerospace and Defense Methodology, published June 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Ducommun Inc., through its subsidiaries, designs, engineers and
manufactures aerostructure and electromechanical components and
subassemblies, and provides engineering, technical and program
management services principally for the aerospace industry.
LaBarge is a contract manufacturer of electronic and
electromechanical systems, devices and interconnect systems for
customers in the defense, aerospace, natural resources, industrial
and medical markets. Pro-forma to include the acquisition of
LaBarge, Inc., revenue for the last twelve month period ended
4/2/11 was approximately $736 million.


E-DEBIT GLOBAL: Completes Reorganization of Cash Direct
-------------------------------------------------------
E-Debit Global Corporation has completed the reorganization of its
subsidiary Cash Direct Financial Services Ltd. and has commenced
the roll out its National Leasing program.

                              Overview

"Since our last announcement of April 8, 2011 the Company has
completed its reorganization of Cash Direct, and has begun its
National Role Out of our leasing and financing arm.  In
conjunction with our ATM equipment suppliers the first deliveries
of our leased units have been delivered to our Toronto and Calgary
distribution centers with full placement programs in place"
advised E-Debit Chief Executive Doug Mac Donald.

"We are focusing our Cash Direct leasing and financing roll out in
co-ordination with our switching operations of our wholly owned
subsidiary Westsphere Systems Inc. ("WSI") as well as WSI current
distribution network.  Once we have worked out the usual initial
roll bumps and glitches we will expand our financing and leasing
reach throughout our national marketplace opportunities.  We look
forward to the opportunities by expanding our partnership within
the Leasing Industry which is ongoing."  Mac Donald stated.

                 About E-Debit Global Corporation

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

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

                           Going Concern

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

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

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


EASTBRIDGE INVESTMENT: Posts $328,300 Net Loss in Q1 2011
---------------------------------------------------------
EastBridge Investment Group Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $328,281 for the three
months ended March 31, 2011, compared with a net loss of $989,475
for the same period last year.

The Company did not have any recordable revenue in the three
months ending March 31, 2011 or 2010.

The Company's balance sheet at March 31, 2011, showed $1.8 million
in total assets, $1.7 million in total liabilities, and
stockholders' equity of $122,119.

As reported in the TCR on April 26, 2011, Tarvaran Askelson &
Company, LLP, in Laguna Niguel, California, expressed substantial
doubt about EastBridge Investment Group's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant losses.

A copy of the Form 10-Q is available at http://is.gd/bZFT8J

Scottsdale, Arizona-based EastBridge Investment Group Corporation
provides investment related services in Asia, with a strong focus
on the high GDP growth countries, such as China and India.
EastBridge is initially concentrating its efforts in China (Hong
Kong, mainland China, Macao and Taiwan).  The Company provides
consulting services to provide viable corporate infrastructure
necessary for small to medium-size companies to obtain capital to
grow their business.


EDIETS.COM INC: Files Form 10-Q; Posts $383,000 Net Loss in Q1
--------------------------------------------------------------
eDiets.com, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $383,000 on $6.93 million of total revenue for the three months
ended March 31, 2011, compared with a net loss of $3.76 million on
$5.01 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed $4.51
million in total assets, $5.02 million in total liabilities, all
current, $17,000 in capital lease obligations, $151,000 in
deferred revenue and a $677,000 total stockholders' deficit.

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

                        http://is.gd/BClJjh

                           About eDiets

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

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

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


EEE AUTO: Lender Has No Interest on Registration & Title Fees
-------------------------------------------------------------
Bankruptcy Judge Robert G. Mayer ruled that money in EEE Auto
Sales Inc.'s bank account which is from registration and title
fees and sales tax collected by the Debtors on the sale of motor
vehicles are not subject to the security interest of the lender,
Automotive Finance Corporation.  While the lender had a blanket
lien on all assets of the Debtors, none of the fees or taxes are
proceeds from the sale of the vehicles.  They are in addition to,
and are not a part of, the value of the vehicles.  The Debtors
were obligated to use them to register the vehicles they sold.
The fees and taxes are a necessary part of the transaction to sell
a vehicle, but are not derived from the value of the vehicle
itself.  A copy of the Court's May 26, 2011 Memorandum Opinion is
available at http://is.gd/a9XqYxfrom Leagle.com.

EEE Auto Sales, Inc., EEE of Fairfax, LLC, EEE Automotive, Inc.,
and EEE of Sterling, Inc., filed for Chapter 11 bankruptcy (Bankr.
E.D. Va. Case Nos. 10-20539 to 10-20542) on Dec. 17, 2010.


EL POLLO: S&P Raises CCR to 'CCC'; Outlook is Developing
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Costa Mesa, Calif.-based El Pollo Loco Inc. to 'CCC'
from 'CC'. The outlook is developing. The ratings are unsolicited.

"At the same time, we raised the rating on the first-lien
revolving credit facility to 'B-' (two notches higher than the
corporate credit rating) from 'CCC'. The recovery rating is '1',
indicating our expectation for very high (90% to 100%) recovery in
the event of a payment default," S&P said.

"In addition, we raised the rating on the second-lien notes to
'CCC+' (one notch higher than the corporate credit rating) from
'CCC-'. The recovery rating is '2', indicating our expectation for
substantial (70% to 90%) recovery. We also raised the rating on
the unsecured notes to 'CC' (two notches below the corporate
credit rating) from 'C'. The recovery rating is '6', indicating
our expectation for negligible (0% to 10%) recovery," S&P related.

The upgrade follows the company's announcement that it made the
interest and bond redemption payments that were due in May 2011
with proceeds from a capital contribution from its ultimate
parent, Chicken Acquisition Corp. (CAC), and existing cash, as
well as the likelihood that it would make its June 1 payment with
existing liquidity sources.

"The developing outlook reflects our view that if we see some
operational improvement, such as continued moderating same-store
trends, and the company puts a viable plan in place to refinance
its revolving credit facility, we could raise the rating," said
Standard & Poor's credit analyst Andy Sookram. "However, if it
makes no progress toward refinancing the revolver that expires
in July 2012, we will probably lower the rating."


EMPIRE RESORTS: Kien Huat Discloses 61.2% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kien Huat Realty III Limited and Lim Kok Thay
disclosed that they beneficially own 54,762,739 shares of common
stock of Empire Resorts, Inc., representing 61.2% of the shares
outstanding, based on 69,705,483 shares of Common Stock reported
to be outstanding as of the close of business on May 10, 2011, by
the Company in its quarterly report on Form 10-Q filed on May 13,
1011, plus such 19,826,382 newly issued shares.

On May 18, 2010, Kien Huat exercised its rights to purchase its
proportionate allocation of shares of Common Stock under the
Rights Offering, in accordance with its commitment to do so as
previously disclosed in the Schedule 13D.  Under the terms of the
Rights Offering, Kien Huat had the basic right to purchase
19,826,382 shares of common stock at the exercise price of $0.8837
per share, which it exercised in full.  Kien Huat did not exercise
any oversubscription rights.  As payment for the exercise of its
rights, Kien Huat authorized the set off of $17,520,574 from the
unpaid principal and accrued interest outstanding on the Bridge
Loan previously disclosed in the Schedule 13D.

A full-text copy of the regulatory filing is available at no
charge at http://is.gd/NsofXV

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed $47.50
million in total assets, $41.41 million in total liabilities, all
current, and $6.09 million in total stockholders' equity.


ENDO PHARMACEUTICALS: Moody's Rates Bank Facilities at 'Ba1'
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the new $2.9
billion senior secured credit facilities of Endo Pharmaceuticals
Holdings Inc. and a Ba3 rating to the new $700 million senior
unsecured notes. Endo's Corporate Family Rating and Probability of
Default rating remain at Ba2. Moody's lowered the rating on Endo's
existing senior unsecurd notes to Ba3 from Ba2, concluding a
rating review for possible downgrade initiated on April 11, 2011.
The rating outlook is negative.

Ratings assigned:

   -- Ba1 (LGD2, 29%) senior secured revolving credit facility of
      $500 million due 2016

   -- Ba1 (LGD2, 29%) senior secured Term Loan A of $1.5 billion
      due 2016

   -- Ba1 (LGD2, 29%) senior secured Term Loan B of $900 million
      due 2018

   -- Ba3 (LGD5, 80%) senior unsecured notes due 2019

   -- Ba3 (LGD5, 80%) senior unsecured notes due 2023

Rating lowered:

   -- Senior unsecured notes of $400 million due 2020 to Ba3
      (LGD5, 80%) from Ba2 (LGD4, 58)

   -- Ratings unchanged

   -- Ba2 Corporate Family Rating

   -- Ba2 Probability of Default Rating

   -- SGL-1 Speculative Grade Liquidity Rating

RATINGS RATIONALE

Endo's Ba2 Corporate Family Rating reflects its 2010 pro forma
revenue of approximately $2.7 billion resulting from the pending
acquisition of American Medical Systems Holdings, Inc. ("AMS"),
its good diversity across three business lines (branded
pharmaceuticals, generic pharmaceuticals and medical devices), and
its good free cash flow. These strengths are offset by product
concentration risk in Lidoderm (29% of pro forma revenues), and
modestly high financial leverage with pro forma debt/EBITDA of 4.1
times including a modest benefit from expected cost synergies.
Leverage is high for the Ba2 rating and assumes substantial
deleveraging following the AMS acquisition.

The Ba1 rating on the senior secured debt reflects their position
relative to $400 million of existing senior unsecured notes and
the new issuance of $700 million of new senior unsecured notes.
Additional loss absorption is also provided by $379.5 million of
existing subordinated notes. The Ba3 rating on the unsecured notes
reflects their junior position to secured bank debt.

The rating outlook is negative, reflecting the substantial
increase in financial leverage to a level greater than Moody's
expectations. As a result, there is slim cushion in Endo's Ba2
Corporate Family Rating for any operating setbacks or additional
financial leverage. Rapid improvement in leverage through a
combination of EBITDA growth and debt reduction would strengthen
Endo's position within the Ba2 Corporate Family Rating.

Endo's Corporate Family Rating could be downgraded if Endo does
not make rapid progress towards reducing debt/EBITDA towards 2.5
times. Although not expected in the near term, the ratings could
be upgraded if Endo substantially increases its size, scale and
diversification while sustaining conservative credit metrics
solidly within Moody's "Baa" ranges, which includes debt/EBITDA of
1.75 times to 2.5 times.

Endo's SGL-1 speculative grade liquidity rating reflects Moody's
expectation for good free cash flow, an undrawn $500 million
revolving credit agreement, and good cushion under financial
covenants in the new credit agreement.

The principal methodology used in rating Endo Pharmaceuticals
Holdings Inc. was the Global Pharmaceutical Industry Industry
Methodology, published October 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Headquartered in Chadds Ford, Pennsylvania, Endo Pharmaceuticals
Holdings Inc. is a U.S.-focused specialty pharmaceutical company
that develops, manufactures and markets branded and generic
prescription pharmaceutical products primarily in the areas of
pain management and urology, as well as medical devices and
services solutions focused primarily in urology. For the year
ended December 31, 2010 Endo generated total revenues of
approximately $1.7 billion.


EQK BRIDGEVIEW: Taps Allyn Needham as Economist and Expert Witness
------------------------------------------------------------------
EQK Bridgeview Plaza, Inc., sought and obtained authority from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Allyn B. Needham as economist and expert witness.

Mr. Needham's services as economist and expert witness are:

   -- provides economic analyses and consulting with the Debtor
      and its professionals;

   -- performs analyses of appropriate interest rates for purposes
      of the Plan and objections to claims;

   -- prepares reports as requested or required;

   -- performs such other matters or services as may be necessary
      or appropriate; and

   -- provides expert testimony, as necessary or required,
      including testimony in support of the confirmation of the
      Debtor's Plan or in connection with objections to claims.

Mr. Needham will charge the Debtor for his services on an hourly
basis in accordance with his ordinary and customary hourly rates
in effect on the date services are rendered.  Mr. Needham's
current hourly rate is $350.00.

Mr. Needham also requires a $3,000.00 retainer for his services.

In addition, Mr. Needham will bill the Debtor for all reasonable
and necessary out-of-pocket expenses incurred by him in connection
with his services, including without limitation, travel expenses,
word processing charges, messenger services, duplication services,
facsimile expenses and other customary expenditures.

The Debtor assures the Court that Allyn B. Needham is a
"disinterested person" within the meaning of Section 101(4) of the
Bankruptcy Code.

Based in Dallas, Tex., EQK Bridgeview Plaza, Inc., sought chapter
11 protection (Bankr. N.D. Tex. Case No. 10-37054 on Oct. 4, 2010,
and is represented by Melissa S. Hayward, Esq. --
MHayward@FSLHlaw.com-- at Franklin Skierski Lovall Hayward LLP in
Dallas, Tex.  The Debtor owns four parcels of real estate that it
values at $74 million.

In its schedules, the Debtor disclosed total assets of $76,458,815
and total liabilities of $74,763,048.


ENDO PHARMACEUTICALS: S&P Lowers CCR to 'BB' on AMS Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chadds Ford, Pa.-based Endo Pharmaceuticals Holdings
Inc. to 'BB' from 'BB+' and removed it from CreditWatch with
negative implications, where it was placed on April 11,
2011. The outlook is stable.

"At the same time, we assigned a preliminary 'BBB-' issue-level
rating to Endo's proposed $2.9 billion senior secured credit
facility. The facility consists of an undrawn $500 million
revolver due 2016, a $1.5 billion term loan A due 2016, and a $900
million term loan B due 2018. We assigned preliminary recovery
ratings of '1' to the facility," S&P noted.

"We also assigned a preliminary 'BB-' issue-level rating to Endo's
proposed $700 million of senior unsecured notes, which are divided
into two tranches, one due 2019 and the other due 2023. We
assigned a preliminary recovery rating of '5' to the notes," S&P
said.

"Finally, we lowered the issue-level rating on the existing $400
million of senior unsecured notes due 2020 to 'BB-' from 'BB+' and
removed it from CreditWatch with negative implications. We also
revised the recovery rating on the notes to '5' from '3'," S&P
continued.

The downgrade is in conjunction with the company's pending
acquisition of American Medical Systems Inc. (AMS) for
approximately $2.9 billion, or an estimated 15x 2010 EBITDA. The
acquisition, along with the refinancing of Endo's existing secured
debt, and the payment of transaction fees will be funded with some
$363 million of cash (which includes $110 million of acquired
cash) and a $3.1 billion debt financing. The $2.7 billion of
incremental debt will increase initial pro forma leverage by more
than two turns, to approximately 3.9x.

The ratings on Endo reflect a significant financial risk profile
pro forma for the pending acquisition of AMS, and the November
2010 acquisition of Qualitest Pharmaceuticals for $1.2 billion.

"With the acquisition of AMS," said Standard & Poor's credit
analyst Michael G. Berrien, "Endo's adjusted leverage will
increase to 3.9x, more than two turns higher than its stand-alone
leverage of 1.7x at Dec. 31, 2010. We believe that Endo has a fair
business risk profile given franchise and product concentrations."

"Endo's significant financial risk profile reflects a more than
two-turn increase in leverage and a shift toward a more aggressive
financial policy with a tolerance for large acquisitions and
higher leverage," added Mr. Berrien. It also reflects management's
not yet proven willingness to reduce debt through free operating
cash flow (FOCF) in lieu of another large acquisition.


ESP RESOURCES: Posts $839,500 Net Loss in First Quarter
-------------------------------------------------------
ESP Resources, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $839,464 on $1.8 million of revenue for
the three months ended March 31, 2011, compared with a net
loss of $426,985 on $1.0 million of revenue for the corresponding
period last year.

The Company's balance sheet at March 31, 2011, showed $5.0 million
in total assets, $3.9 million in total liabilities, and
stockholders' equity of $1.1 million.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
ESP Resources' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred losses and negative cash from operations
through Dec. 31, 2010.

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

                       http://is.gd/xYyRVF

Scott, La.-based ESP Resources, Inc., through its wholly owned
subsidiary, ESP Petrochemicals, is a custom formulator of
petrochemicals for the oil & gas industry.


FIRST HERITAGE BANK: Closed; Columbia State Bank Assumes Deposits
-----------------------------------------------------------------
First Heritage Bank of Snohomish, Wash., was closed on Friday, May
27, 2011, by the Washington State Department of Financial
Institutions, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Columbia
State Bank of Tacoma, Wash., to assume all of the deposits of
First Heritage Bank.

The five branches of First Heritage Bank will reopen during normal
banking hours after the Memorial Day holiday as branches of
Columbia State Bank.  Depositors of First Heritage Bank will
automatically become depositors of Columbia State Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of First Heritage Bank should continue to use their
existing branch until they receive notice from Columbia State Bank
that it has completed systems changes to allow other Columbia
State Bank branches to process their accounts as well.

As of March 31, 2011, First Heritage Bank had around $173.5
million in total assets and $163.3 million in total deposits.
Columbia State Bank will pay the FDIC a premium of 0.75 percent to
assume all of the deposits of First Heritage Bank.  In addition to
assuming all of the deposits of the failed bank, Columbia State
Bank agreed to purchase essentially all of the assets.

The FDIC and Columbia State Bank entered into a loss-share
transaction on $142.2 million of First Heritage Bank's assets.
Columbia State Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-815-0286.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/firstheritage.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $34.9 million.  Compared to other alternatives, Columbia
State Bank's acquisition was the least costly resolution for the
FDIC's DIF.  First Heritage Bank is the 44th FDIC-insured
institution to fail in the nation this year, and the second in
Washington.  The last FDIC-insured institution closed in the state
was Summit Bank, Burlington, on May 20, 2011.


FLINT TELECOM: Incurs $2.15 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
Flint Telecom Group, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q, reporting a
net loss of $2.15 million on $3.78 million of revenue for the
three months ended March 31, 2011, compared with a net loss of
$8.51 million on $2.86 million of revenue for the same period
during the prior year.  The Company also reported a net loss of
$6.46 million on $12.64 million of revenue for the nine months
ended March 31, 2011, compared with a net loss of $21.61 million
on $11.53 million of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$9.25 million in total assets, $18.22 million in total
liabilities, $5.06 million in redeemable equity securities,
$5.43 million in convertible preferred stock, and a $19.47 million
total stockholders' deficit.

                           Going Concern

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

In the Form 10-Q, Flint acknowledged that it had a net loss of
$6,463,091 for the nine months ended March 31, 2011, and
$28,865,778 for the year ended June 30, 2010, negative cash flow
from operating activities of $830,998 for the nine months ended
March 31, 2011, an accumulated stockholder's deficit of
$57,535,819 and a working capital deficit of $15,859,194 as of
March 31, 2011.  Also, as of March 31, 2011, the Company had
limited liquid and capital resources.  The Company is currently
largely dependent upon obtaining sufficient short and long term
financing in order to continue running our operations.

As of May 19, 2011, the Company has a total of approximately $3.7
million of loan principal that is past due from a total principal
balance of approximately $6.7 million, representing 14 individual
parties.  Under the terms of the loan agreements the $6.7 million
principal is payable.  In addition, approximately $2.1 million of
accumulated interest, preferred share dividends and related
penalties is past due on these loans.  The Company is in active
discussions with these parties about the outstanding debt and
rescheduling payments in the future based on the business progress
during 2010 and the ability of the Company to meet the new
arrangements from the Kodiak funding.  Of the 14 parties, five
have initiated legal proceedings, the remainder, including the
Company's secured lender, have not initiated legal proceedings.
Of the five that have taken legal steps, the Company believes that
suitable payment terms will be agreed upon over the duration of
the Kodiak funding.  In addition to these loans, the Company has
approximately $1.2 million of trade payables that are past due.
Four parties have received summary judgments, as reported in the
Company's Form 10-K for the year ended June 30, 2010, and in this
quarterly report, and the Company has been served with a pending
action from another.  Despite receiving these judgments, the
Company has agreed to terms to pay down one of the larger amounts
over two years.  Management is confident the Company will be
successful in satisfying these obligations prior to foreclosure or
bankruptcy.  However, there is no assurance that any additional
capital will be raised.

According to the Form 10-Q, the Company's ability to continue as a
going concern is dependent upon its ability to attract new sources
of capital, exploit the growing telecom and prepaid financial
services market in order to attain a reasonable threshold of
operating efficiency and achieve profitable operations.

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

                        http://is.gd/sDxjMb

                        About Flint Telecom

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


FLURIDA GROUP: Reports $58,900 First Quarter Net Income
-------------------------------------------------------
Flurida Group, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $58,858 on $3.0 million of revenues for
the three months ended March 31, 2011, compared with net income of
$53,569 on $2.2 million of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $4.5 million
in total assets, $3.0 million in total liabilities, all current,
and stockholders' equity of $1.5 million.

"The Company's most concentrated customer is Electrolux located in
various countries," the Company said in the filing.  "If
Electrolux discontinues the purchase which may be very unlikely in
near future, the Company may face the ability to continue as a
going concern."

Enterprise CPAs, Ltd., in Chicago, Ill., expressed substantial
doubt about Flurida Group's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that Company's operating history and its customer
concentration may raise doubt about its ability to continue as a
going concern.  "If the Company is unable to generate significant
revenue or secure financing, then the Company may be required to
cease or curtail its operations."

A copy of the Form 10-Q is available at http://is.gd/KpyLhw

Based in Chicago, Flurida Group, Inc., sells appliance parts in
Asia, Europe, Australia, North and South America.  The main
products that the Company sells to these markets are icemakers,
motors, ice water dispensing system, and appliance assemblies.


FNB UNITED: Amends 2010 Annual Report to Correct Errors
-------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission Amendment No.1 to its Annual Report on Form 10-K for
the fiscal year ended Dec. 31, 2010, as filed on March 14, 2011,
by the Company.  On May 23, 2011, FNB United filed its Current
Report on Form 8-K with the SEC in which it announced that it was
restating previously reported financial statements set forth in
the Original Filing to reflect the correction of the recorded
amounts of valuation allowances for impaired loans and valuation
write-downs for other real estate owned as of Dec. 31, 2010.  FNB
United has determined that the misstatement relates to the failure
to reflect all events or transactions available prior to its
making the Original Filing that related to the valuation of
impaired loans and OREO and that provided additional evidence
about conditions that existed as of Dec. 31, 2010.

The Company's Consolidated Statement of Loss reflects a net loss
of $131.82 million on $82.83 million of total interest income for
the year ended Dec. 31, 2010, compared with a net loss of $112.92
million on $82.83 million of total interest income as originally
reported.

The Company's restated balance sheet for the year ended Dec. 31,
2011, showed $1.90 billion in total assets, $1.93 billion in total
liabilities and a $28.83 million total shareholders' deficit,
compared with $1.92 billion in total assets, $1.93 billion in
total liabilities, and a $9.93 million total shareholders'
deficit.

A full-text copy of the Annual Report, as amended, is available
for free at http://is.gd/xr7hR9

                         About FNB United

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

                    Going Concern Doubt Raised

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

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

The Company's balance sheet at March 31, 2011, showed $1.82
billion in total assets, $1.89 billion in total liabilities and a
$67.70 million total shareholders' deficit.


FNB UNITED: Incurs $43.70 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $43.70 million on $15.47 million of total interest income for
the three months ended March 31, 2011, compared with a net loss of
$3.57 million on $23.44 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.82 billion in total assets, $1.89 billion in total liabilities,
and a $67.70 million total shareholders' deficit.

The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.

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

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

"We continue to make great strides in addressing the asset quality
issues that have persisted over the past couple of years.  Non-
performing assets have declined from record levels at Dec. 31,
2010 of $393 million to $365 million at March 31, 2011, and
delinquent performing loans decreased from $24.7 million to $16.1
million during this same period," said R. Larry Campbell, Interim
President and CEO.

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

                        http://is.gd/ythcGx

                         About FNB United

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


FREESCALE SEMICONDUCTOR: Fitch Says 'CCC' IDR Unaffected by IPO
---------------------------------------------------------------
Fitch Ratings stated that these ratings for Freescale
Semiconductor Holdings I, Ltd. (Freescale) are unaffected by the
company's initial public offering (IPO):

   -- Issuer Default Rating (IDR) of 'CCC';

   -- senior secured bank revolving credit facility (RCF) of 'B-
      /RR3';

   -- Senior secured term loans of 'B-/RR3';

   -- Senior secured notes of 'B-/RR3';

   -- Senior unsecured notes of 'C/RR6';

   -- Senior subordinated notes of 'C/RR6'.

The Rating Outlook is Positive.

Fitch believes Freescale's proposed initial public offering (IPO)
could provide $800 million - $1 billion of gross proceeds and
enable the company to chip away at significant debt maturities.
However, Freescale's proposed IPO comes on the heels of a robust
upturn in the semiconductor market and Fitch estimates Freescale's
total leverage (total debt to operating EBITDA) was approximately
6.9 times(x) for the latest 12 months (LTM) ended April 1, 2011,
versus more than 30x at the trough of the most recent recession.
Given Fitch's expectations for moderating end-market demand beyond
the near term, Fitch believes Freescale's proposed IPO could be
consummated at the cyclical peak.

Fitch continues to believe Freescale will be challenged to
generate free cash flow sufficient to meet significant
intermediate-term debt maturities. Nonetheless, the Positive
Outlook recognizes Freescale's lower fixed costs from
restructuring and solid design wins in automotive and across a
number of embedded markets, which have positioned the company to
potentially outperform the broader semiconductor market and
achieve meaningful revenue growth and free cash flow.

The ratings continue to reflect Freescale's:

   -- Leading share positions in microcontrollers (MCU) and
      embedded processing markets, particularly automotive; these
      markets are characterized by longer product lifecycles;

   -- Substantial and increasing customer and end-market
      diversification, driven by solid design wins in
      microcontrollers and embedded processing and increased
      attach rates within the company's Analog and Sensors
      segment; and

   -- Low capital intensity from the company's 'asset-light'
      manufacturing strategy.

Ratings concerns center on Freescale's:

   -- Onerous capital structure with significant interest expense
      and medium-term debt maturities;

   -- Challenges to achieving the revenue and operating EBITDA
      growth rates necessary to organically meet debt service
      requirements, which are exacerbated by the company's
      increased focus on end-markets with meaningful incumbent
      supplier advantages; and

   -- Structurally lower absolute operating EBITDA levels,
      following significant market share losses by the domestic
      tier 1 automotive suppliers and loss of Motorola as a
      wireless handset customer.

Positive rating action could result from:

   -- Consistently solid revenue and operating profitability
      growth over the medium term, providing evidence of the
      company's ability to reduce debt levels over the longer
      term;
   -- Meaningful reduction of intermediate-term debt maturities
      from annual free cash flow or proceeds from the proposed
      IPO, relieving Freescale of the potential for the
      acceleration of its extended term loans in September 2014.

Negative rating action could result from the company's inability
to grow revenues and benefit from meaningful operating leverage,
most likely from diminished competitiveness or a double-dip
recession. In either case, Fitch believes this would meaningfully
lessen Freescale's ability to meet or refinance intermediate-term
debt maturities.

Fitch believes Freescale's liquidity was sufficient as of April 1,
2011 and consisted of: i) approximately $1 billion of cash and
equivalents and ii) approximately $58 million of remaining
availability under the $590 million senior secured RCF due Dec. 1,
2012. Fitch's anticipation for more than $250 million of annual
free cash flow over the next couple of years, driven by solid
revenue growth and higher profitability also supports liquidity.

Total debt was approximately $7.6 billion as of April 1, 2011 and
consisted of:

   -- $532 million of borrowings under the senior secured RCF
      Dec. 1, 2012;

   -- Approximately $2.3 billion of senior secured term loans due
      Dec. 1, 2016;

   -- Approximately $2.1 billion of senior secured notes due 2018;

   -- Approximately $2 billion of senior unsecured notes due 2014;

   -- $764 million of senior subordinated notes due 2016.

The senior secured credit agreement provides holders the right to
accelerate the maturity of the senior secured term loans if, as of
Sept. 1, 2014, more than $500 million of the approximately $2.1
billion of senior unsecured debt due on Dec. 1, 2014 is
outstanding and total leverage exceeds 4x.

The Recovery Ratings (RR) for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized as a going concern rather
than liquidation scenario.

In deriving a distressed enterprise value, Fitch applies a 35%
discount to its estimate of Freescale's operating EBITDA for the
LTM period ended April 1, 2011 of approximately $1.1 billion.
Fitch applies a 5x distressed EBITDA multiple to reach a
reorganization enterprise value of approximately $3.6 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event. After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51%-70%, equating to 'RR3'
Recovery Ratings. The senior unsecured and senior subordinated
debt tranches would recover 0%-10%, equating to 'RR6' Recovery
Ratings and reflecting Fitch's belief that minimal if any value
would be available for unsecured noteholders.


GENTA INC: Has 171.59 Million Outstanding Common Shares
-------------------------------------------------------
Genta Incorporated informed the U.S. Securities and Exchange
Commission that the number of outstanding shares of its common
stock par value $0.001 as of May 20, 2011, is 171,598,071.

                      About Genta Incorporated

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

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

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

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

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


GIORDANO'S ENTERPRISES: Trustee Gets OK to Spend $3.5-Mil. Loan
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the Chapter 11 trustee in
charge of Giordano's bankruptcy case got court permission to spend
a $3.5 million loan while preparing the treasured Chicago deep-
dish-pizza chain's assets for sale.

                  About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises estimated assets and
debts of $0 to $50,000 in its Chapter 11 petition.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.


GREEN MOUNTAIN: S&P Ups CCR to 'B+' on Issuance of Common Equity
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Waterbury, Vt.-based Green Mountain Coffee Roasters Inc.
to 'B+' from 'B' and removed them from CreditWatch, where they
were placed with positive implications on May 5, 2011, following
the company's announcement that it was issuing common equity to
repay a portion of its senior secured credit facilities. "We also
raised the existing senior secured facility ratings to 'BB-' from
'B+'. Pro forma for the debt repayment and refinancing, we
estimate that GMCR will have roughly $442 million reported debt
outstanding, including $190 million drawn on its new revolver,"
S&P said.

"We have assigned a preliminary 'BB-' rating to the company's
proposed $1 billion revolving credit facility due 2016 and $250
million term loan A due 2016, with a preliminary recovery rating
of '2', indicating our expectation of substantial (70% to 90%)
recovery in the event of a payment default. The ratings are based
on preliminary terms and are subject to final review upon receipt
of final documentation. We will withdraw our ratings on the
company's existing senior secured credit facilities following the
close of the transaction," S&P noted.

"We see the company's track record of issuing equity and planned
debt reduction following this most recent equity offering as a
positive, said Standard & Poor's credit analyst Bea Chiem. "The
company's liquidity is adequate; however, we believe the large
working capital and capital expenditure requirements necessary to
pursue its growth strategy have the potential to reduce
liquidity," added Ms. Chiem.

The company is a small player in the highly competitive and
fragmented coffee market, which is growing in the low- to mid-
single digits. GMRC competes against large brands such as Kraft
Foods, Maxwell House, and The J.M. Smucker Co.'s Folgers brand, as
well as coffee retailers such as Starbucks and Dunkin' Brands.


GREENHOUSE HOLDINGS: Posts $1.2 Million Net Loss in Q1 2011
-----------------------------------------------------------
GreenHouse Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.2 million on $1.5 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $925,607 on $1.1 million of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed $6.6 million
in total assets, $4.0 million in total liabilities, and
stockholders' equity of $2.6 million.

As reported in the TCR on April 8, 2011, PKF, in San Diego,
Calif., expressed substantial doubt about GreenHouse Holdings'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company had
an accumulated deficit of $6,753,036, a net loss and net cash used
in operations of $4,644,966 and $3,509,800, respectively, for the
year ended Dec. 31, 2010.

A copy of the Form 10-Q is available at http://is.gd/ysbD7U

San Diego, Calif.-based GreenHouse Holdings, Inc. (OTC BB: GRHU)
-- http://www.greenhouseintl.com/-- is a provider of energy
efficiency and sustainable facilities solutions.  The Company
designs, engineers and installs products and technologies that
enable its clients to reduce their energy costs and carbon
footprint.  The Company has two business segments, Energy
Efficiency Solutions (EES) and Sustainable Facilities Solutions
(SFS).  The Company serves residential, industrial, commercial,
government and military markets in the United States and abroad.


GULF OFFSHORE: Moody's Assigns 'Caa2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned Caa2 Corporate Family Rating
and a Caa3 Probability of Default Rating to Gulf Offshore
Logistics Holdings LLC (GOL). The outlook is positive as the
ratings could improve a notch in the short term if the company is
successful in arranging a revolving credit facility to provide
additional liquidity support for the company's daily operations.
Moody's also assigned a B3 rating to the proposed $75 million
second lien floating rate notes and a Caa3 rating to the proposed
$35 million of third lien term B notes.

RATINGS RATIONALE

"The primary drivers behind the Caa2 Corporate Family Rating are
the very small asset base with industry concentration, high
leverage, weak liquidity, and limited management depth" according
to Stuart Miller, Moody's Senior Analyst. "Although a majority of
the company's fleet is modern and well-equipped, GOL is vulnerable
due to its limited scale of operations in a highly cyclical
industry with a heavy reliance on drilling activity in the Gulf of
Mexico."

GOL is a relatively small offshore service vessel company that has
operated historically in the Gulf of Mexico providing support to
drilling rigs. GOL competes with companies that are much larger
with greater financial resources. However, the company's fleet is
newer, and unlike most of the competitors' vessels, many of GOL's
vessels are equipped with second generation dynamic positioning
capability, a feature that is highly desired by deepwater rig
operators. For this reason, GOL has enjoyed high utilization rates
despite the reduced drilling activity levels in the Gulf of Mexico
following the Macondo incident in early 2010. The small scale of
the company is also offset to some degree by its vessel brokerage
business which generates modest levels of income and gives the
company a greater market presence as a single point of contact for
customers looking to rent supply vessels to service their rigs.

The assigned rating takes into account the appraised value of
GOL's assets of $153 million and the $69 million of contracted
backlog, $35 million of which should be realized in 2011. The
backlog provides some near term support to the company's highly
leveraged financial position. In addition, because the vessel
fleet is relatively new, it should require minimal maintenance
capital expenditures for the next few years which should result in
free cash flow or additional investments in new vessels.

With an appraised value of $153 million versus $110 million of
debt, Moody's used a 65% recovery rate in Moody's LGD analysis
rather than Moody's standard 50% recovery rate. The higher
expected recovery combined with the modest level of cushion
provided by the third lien notes results in a B3 rating for the
second lien notes, two notches above the Caa2 CFR.
Correspondingly, the contractual subordination of the third lien
notes leads to a one notch reduction from the CFR and a note
rating of Caa3. The addition of a small working capital revolver,
all else being equal, would likely lead to an upgrade in the CFR
to Caa1 from Caa2; however, this would not lead to a change in the
note ratings other than the loss given default point estimates.

The most immediate credit concern is the weak liquidity position
for the company. Pro forma for the issuance of the new notes, GOL
is expected to have $15 million of liquidity in the form of cash
on the balance sheet which is less than one month of payables. The
company is actively searching for a bank to provide a $17.5
million revolving line of credit to provide additional liquidity;
however, until a facility is in place, the weak liquidity position
is justification for a notch reduction in the CFR. Once a credit
facility is in place, all things being equal, it is likely that
the CFR will be upgraded by one notch which is the rationale
behind Moody's positive outlook.

Further positive rating actions are unlikely in the near term but
may be considered when the company lowers its debt to EBITDA to
less than 3.0x. Any positive rating consideration would also
require greater management depth with less reliance on the CEO in
the business development role. Alternatively, a negative action
would be considered if liquidity drops below $10 million or debt
to EBITDA increases above 6.5x.

The principal methodology used in this rating was Moody's Global
Oilfield Services Industry rating methodology, published in
December 2009.

Gulf Offshore Logistics, LLC is headquartered in Mathews,
Louisiana.


HAMPTON BANCSHARES: To Offer $200 Million of Securities
-------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No.1 to
registration statement on Form S-3 relating to the Company's offer
to sell an aggregate of $200,000,000 of preferred stock, common
stock, warrants, stock purchase contracts, and units.

Offers and sales of these securities may be to or through one or
more underwriters, dealers and agents, or directly to purchasers,
on a continuous or delayed basis.  The Company will offer the
securities in amounts, at prices, and on terms to be determined by
market conditions at the time of the offering.  The Company will
provide the specific terms for securities to be offered in one or
more supplements to this prospectus.

The Company's common stock is traded on the NASDAQ Global Select
Market under the symbol "HMPRD."

A full-text copy of the prospectus is available for free at:

                        http://is.gd/OcFRtW

                  About Hampton Roads Bankshares

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

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

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

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

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

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


HEARUSA INC: To File Schedules of Assets and Debts Tuesday
----------------------------------------------------------
HearUSA Inc. is scheduled to file with the Court on May 31, 2011,
its schedules of assets and liabilities and statement of financial
affairs.

HearUSA filed for bankruptcy with a deal to sell the business to
William Demant Holdings A/S or its affiliate, subject to higher
and better offers.  The sale price is $70 million, plus assumption
of certain liabilities.  William Demant is also providing the
Debtor with $10 million in financing to fund operations through
the closing of the sale.

If the sale to William Demant is closed, the DIP loan will be
cancelled.  If the Debtor sells to another buyer, the DIP loan
will have to be paid in full at closing.

The proposed auction date is July 18, 2011.  Competing bids are
due July 11.  The competing offer must be equal to or greater than
(i) $72,350,000 in cash, plus the outstanding Obligations under
the DIP Loan Documents in cash, plus an amount equal to the
liabilities being assumed.

The Debtor has obtained interim authority to tap $3,086,400 of the
DIP financing, and use cash collateral securing obligations to its
prepetition lender.

The Debtor is the obligor under a Second Amended and Restated
Credit Agreement, dated Dec. 30, 2006, with Siemens Hearing
Instruments, Inc.  As of the Petition Date, the Debtor owed
Siemens $31.3 million.

Siemens is also the Debtor's largest supplier of hearing aids
pursuant to a contract which, inter alia, requires that the Debtor
purchase 90% of its supply from Siemens.  Siemens also holds 14.2%
shares of the Debtor's common stock.

According to papers filed in Court, the Debtor marketed the
business beginning January 2011, with the assistance of Sonenshine
Partners and Tejas Securities.  The Debtor also contacted parties
that would consider refinancing the Siemens debt.  Sonenshine and
Tejas contacted 35 parties, including 30 financing sources with
respect to a refinance of the Pre-Petition Obligations.  Those
efforts culminated in a deal with William Demant.

In its bid to use Siemens' Cash Collateral, the Debtor pointed out
that the cash portion of the purchase price to be paid by William
Demant exceeds by almost $40 million the principal amount of the
Siemens debt.  According to the Debtor, Siemens is adequately
protected, as the Pre-Petition Obligations will be paid off in
full upon the closing of the sale.

Siemens filed a limited objection to the Debtor's request to incur
DIP loans.  Siemens said it does not oppose the ultimate aim of
the case, which is to sell the Debtor's assets.  Siemens, however,
pointed out that the DIP Credit Agreement is drafted in such as
way as to create ambiguity with respect to, inter alia, its
priority -- and corresponding subordination of the DIP Lender --
in respect of post-petition receivables in which Siemens is
granted a replacement lien. In addition, it should be made clear
that any enforcement authority granted in the DIP Credit Agreement
upon the occurrence of an Event of Default does not extend to or
otherwise permit the DIP Lender unilaterally to interfere with
Collateral in which Siemens has a priority lien.

                         About HearUSA

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

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.
Trustee Services, Inc., serves as claims and notice agent.
Siemens Hearing Instruments, the prepetition lender, is
represented by Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price
& Axelrod LLP, and Rick Antonoff, Esq., at Clifford Chance US LLP.


HEARUSA INC: Can't Pay Phonak's "Critical Vendor" Claim
-------------------------------------------------------
Judge Erik P. Kimball granted in part and denied in part HearUSA
Inc.'s request to pay claims of three vendors that, according to
the Debtor, are critical to its business operation.

The Debtor seeks to pay prepetition claims of the three critical
vendors, in the amount of $336,199.94.

Siemens Hearing Instruments, Inc., which is owed $31.3 million by
the Debtor under a Second Amended and Restated Credit Agreement,
dated Dec. 30, 2006, and also serves as the Debtor's largest
supplier of hearing aids, objected to the request.

Siemens disputes the Debtor's bid to pay Phonak, one of the
critical vendors.  Siemens said Phonak is a secondary supplier,
and the payment to Phonak is premature in light of Siemens' role
as primary supplier.  The Debtor has not made a showing that
payment of $228,840 to Phonak is critical to maintaining its
supply of hearing aids since the Debtor may never need to purchase
inventory from Phonak, in which case the proposed payment of
prepetition amounts will have been for nothing, Siemens said.

Judge Kimball sustained Siemens' Objection, without prejudice to
the Debtor's ability to seek further relief with respect to
Phonak.

The judge permitted the Debtor to pay $61,021 to Oaktree Products
Inc., and $46,337 to Precision Mold Laboratories.  Oaktree
supplies medical consumables, including ear wax flush,
stethoscopes, and assisted hearing devices.  Precision Mold
supplies the Debtor with ear molds.

The Debtor also won permission to:

     -- pay pre-petition sales, use, trust fund, and other
        taxes and similar obligations;

     -- continue to administer insurance policies and related
        Agreements and related premium financing agreements;

     -- pay managed care providers and perform managed care
        contracts in the ordinary course of business, and
        maintain network relationship and current payment
        arrangements with hearing care solutions;

     -- honor license and services agreements with AARP and
        with HEARx West, LLC; and

     -- pay pre-petition wages and other employment-related
        costs and expenses, and honor vacation and sick leave
        rights.  

Siemens Hearing Instruments is represented by:

          Mindy A. Mora, Esq.
          BILZIN SUMBERG BAENA PRICE & AXELROD LLP
          1450 Brickell Avenue, Suite 2300
          Miami, FL 33131
          Telephone: (305) 374-7580
          Facsimile: (305) 375-7593
          E-mail: mmora@bilzin.com

               - and -

          Rick Antonoff, Esq.
          CLIFFORD CHANCE US LLP
          31 West 52nd Street
          New York, NY 10019
          Telephone: (212) 878-8000
          Facsimile: (212) 878-8375
          E-mail: Rick.Antonoff@CliffordChance.com

                         About HearUSA

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

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.
Trustee Services, Inc., serves as claims and notice agent.


HEARUSA INC: Taps Sonenshine Partners as Investment Bankers
-----------------------------------------------------------
HearUSA Inc. won interim authority to employ Sonenshine Partners,
LLC, as its investment bankers.

Since May 2010, New York-based Sonenshine Partners has assisted
the Debtor with financial advisory and investment banking services
in connection with a review of its strategic and financial
alternatives.  The Debtor said the firm has been paid in full for
those services.

On Jan. 24, 2011, the Debtor asked the firm to explore a possible
sale through Sec. 363 of the Bankruptcy Code.

In the bankruptcy proceedings, Sonenshine Partners will, among
other things, advise and assist the Debtor with respect to
potential transactions, which include a possible sale of the
Company, and in formulating a bankruptcy-exit plan.

The Debtor will pay Sonenshine Partners $75,000 as monthly
advisory fee.  The Debtor was to provide the firm $75,000 as
advance retainer.  The Debtor will also reimburse the firm for
necessary expenses, subject to a $15,000 cap in the first month
and $5,000 in succeeding months.

Sonenshine Partners will be entitled to a non-refundable cash fee
deemed earned upon the closing of a transaction.  The fee will be
equal to:

     1.5% of the first $80 million of the aggregate consideration
          of the transaction; plus

     3.0% of the next $20 million of the aggregate consideration;
          Plus

     4.5% of the aggregate consideration in excess of $100 million

The parties also agreed to indemnification provisions.

Sonenshine Partners represented debtors in a number of complex
restructurings and workouts, including In re Philadelphia
Newspapers (Section 1129 plan sale for cash in competitive
auction), and In re Riverstone Networks (Section 363 asset sale
for cash to Alcatel Lucent as stalking horse bidder in competitive
auction).

Sonenshine Partners' managing director, Jennifer Dore Russo, will
lead the engagement.  Ms. Russo attests that her firm doesn't
represent any interest adverse to the Debtor.

Sonenshine Partners may be reached at:

          Jennifer Dore Russo
          Robert Cooper
          SONENSHINE PARTNERS LLC
          400 Park Avenue, 17th Floor
          New York, NY 10022
          Tel: 212-994-3330
          Fax: 212-994-3329
          E-mail: drusso@sonenshinepartners.com
                  rcooper@sonenshinepartners.com

The Court will hold a hearing to approve the Debtor's request on a
final basis, on June 6, 2011, at 11:00 a.m.

                         About HearUSA

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

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; Development Specialist Inc.,
restructuring advisor; and AlixPartners LLC, as communications
consultant.  Trustee Services, Inc., serves as claims and notice
agent.


HEARUSA INC: Hires AlixPartners as Communication Consultants
------------------------------------------------------------
HearUSA Inc. requires a communications consultant due to the
various audiences that will be impacted by its Chapter 11 case.
Internal and external communications, materials and strategies
will need to be developed to address inquiries from all audiences,
including employees, suppliers, customers, shareholders and the
media.  The Debtor said its case is complex and it has limited
internal resources to address its communications needs.

In this regard, the Debtor sought and obtained, on an interim
basis, Bankruptcy Court authority to employ AlixPartners, LLP, as
its Communication Consultants.  Michelle Campbell, AlixPartners'
managing director, will lead the engagement.

          Michelle Campbell
          ALIXPARTNERS LLP
          2101 Cedar Springs Road, Suite 1100
          Dallas, TX 75201
          E-mail: MCampbell@alixpartners.com

AlixPartners will charge these hourly rates:

          Directors            $415
          Vice presidents      $345
          Associates           $290
          Analysts             $195
          Paraprofessionals    $120

AlixPartners does not believe that in rendering communication
consulting services in the Chapter 11 case it is a "professional"
required to be "disinterested" pursuant to Sec. 101(14) of the
Bankruptcy Code.  Nevertheless, AlixPartners said it is a
"disinterested person" within the meaning of Sec. 101(14), and
does not hold or represent an interest adverse to the Debtor's
estate.

AlixPartners received $30,000 from the Debtor as initial advance
retainer on May 10, 2011.  During the 90-day period prior to the
petition date, the Debtor paid the firm $47,431 for prepetition
services.

The Court will hold a hearing to approve the Debtor's request on a
final basis, on June 6, 2011, at 11:00 a.m.

                         About HearUSA

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

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; and Development Specialist Inc., as
restructuring advisor.  Trustee Services, Inc., serves as claims
and notice agent.


HEARUSA INC: Taps Bryan Cave as Special Corporate Counsel
---------------------------------------------------------
At the hearing on June 6, the Bankruptcy Court will consider
HearUSA Inc.'s request to employ Bryan Cave, LLP as its Special
Corporate, Securities and Litigation Counsel:

          LaDawn Naegle, Esq.
          BRYAN CAVE LLP
          One Metropolitan Square
          211 North Broadway, Suite 3600
          St. Louis, MO 63102
          E-mail: lnaegle@bryancave.com

               - and -

          Brian C. Walsh, Esq.
          BRYAN CAVE LLP
          One Atlantic Center, 14th Floor
          1201 W. Peachtree St., NW
          Atlanta, GA 30309
          E-mail: brian.walsh@bryancave.com

Bryan Cave has represented the Debtor for roughly 18 years as its
outside general corporate and securities counsel.  Bryan Cave also
has handled litigation in recent months with the Debtor's primary
secured creditor and supplier, Siemens Hearing Instruments, Inc.

LaDawn Naegle, Esq., at Bryan Cave, attests that her firm does not
hold or represent any interest adverse to the Debtor or its
estate.

The firm's hourly rates are:

          Partners and Counsel            $425-$800 per hour
          Associates                      $295-$515 per hour
          Legal Assistants                $200-$260 per hour

                         About HearUSA

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

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
Sonenshine Partners LLC, as investment banker; Development
Specialist Inc., as restructuring advisor; and AlixPartners LLC,
as communications consultant.  Trustee Services, Inc., serves as
claims and notice agent.


HORIYOSHI WORLDWIDE: Posts $380,600 Net Loss in First Quarter
-------------------------------------------------------------
Horiyoshi Worldwide, Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $380,572 on $228,828 of revenue for the
three months ended March 31, 2011, compared with a net loss of
$54,444 on $152,176 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $5.5 million
in total assets, $1.6 million in total liabilities, and
stockholders' equity of $3.9 million.

As reported in the TCR on April 12, 2011, EFP Rotenberg, LLP, in
New York, expressed substantial doubt about Hiroyoshi Worldwide's
ability to continue as a going concern.  Following the Company's
2010 results.  The independent auditors noted that as of Dec. 31,
2010, the Company has accumulated losses of $836,645.

A copy of the Form 10-Q is available at http://is.gd/b1Lk7G

Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is a clothing
and accessories design and distribution company whose products are
inspired by the artwork of Japanese master tattoo artist Yoshihito
Nakano -- better known as Horiyoshi III.  The rights to the
Horiyoshi III design catalogue are exclusively licensed to Hong
Kong corporation Horiyoshi the Third, Inc., a wholly owned
subsidiary of the Company.


IDO SECURITY: Incurs $2.17 Million Net Loss in First Quarter
------------------------------------------------------------
IDO Security Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $2.17 million on $19,161 of revenue for the three months ended
March 31, 2011, compared with a net loss of $2.01 million on $0 of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $1.71
million in total assets, $18.38 million in total liabilities and a
$16.66 million total stockholders' deficiency.

At March 31, 2011, the Company had not achieved profitable
operations, had accumulated losses of $39.5 million (since
inception), a working capital deficiency of $17.1 million and
expects to incur further losses in the development of its
business.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

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

                        http://is.gd/PHjgKd

                         About IDO Security

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

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


IMEDICOR INC: Incurs $940,668 Net Loss in March 31 Quarter
----------------------------------------------------------
iMedicor, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
available to common stockholders of $940,668 on $136,478 of
revenue for the three months ended March 31, 2011, compared with a
net loss available to common stockholders of $287,403 on $5,372 of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.96 million in total assets, $5.96 million in total liabilities
and a $1.72 million total stockholders' deficit.

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

                        http://is.gd/T5zXIe

                         About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

Demetrius & Company, L.L.C., in Wayne, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred operating losses since its
inception and has a net working capital deficit


INT'L ENERGY: HCI Construction Wants Case Transferred to Iowa
-------------------------------------------------------------
Secured creditor HCI Construction, asks the U.S. Bankruptcy Court
for the Middle District of Florida to transfer the Chapter 11 case
of International Energy Holdings Corp., to a bankruptcy court in
Iowa.

HCI Construction explains that none of the Debtor's creditors are
in Florida.  HCI Construction adds that the transfer would serve
convenience of the parties and interest of justice.

HCI Construction holds a $5,734,096 trade debt claim secured by
mechanics' liens and is the Debtor's largest secured creditor.

                        About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection on March 28, 2011 (Bankr. M.D. Fla. Case No. 11-05547).
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $13,154,805 in assets and $15,862,937 in liabilities as
of the Chapter 11 filing


INTERTAPE POLYMER: To Settle Inspired Tech. Litigation $950,000
---------------------------------------------------------------
Intertape Polymer Group Inc. has reached an amicable settlement
with Inspired Technologies, Inc., of all outstanding litigation
between the two companies.  Pursuant to the terms of the
settlement, Intertape will pay ITI approximately $950,000 as a
full and complete settlement.

"While Intertape does not believe its actions were a breach of the
agreements between both parties, after carefully considering the
costs of continued litigation and the inherent uncertainty in this
type of action, management concluded that a settlement was in the
best interest of the Company, its shareholders and employees,"
stated Gregory A. Yull, President and CEO of Intertape.

                   About Intertape Polymer Group

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

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

The Company's balance sheet at March 31, 2011, showed
US$493.55 million in total assets, US$345.44 million in total
liabilities, and US$148.11 million shareholders' equity.

                          *     *     *

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

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


JACKSON HEWITT: Wins Court Nod to Use Lenders' Cash Collateral
--------------------------------------------------------------
Lance Duroni at Jackson Hewitt Tax Service Inc. embarked on an
expedited course to revamp its balance sheet Wednesday, receiving
Delaware bankruptcy court approval to use its lenders' cash
collateral.

                       About Jackson Hewitt

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

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

Jackson Hewitt Tax Service Inc., along with affiliates, filed for
bankruptcy (Bankr. D. Del. Lead Case No. 11-11587) on May 24,
2011.  Jackson Hewitt estimated assets and debts between
$100,000,001 and $500,000,000 as of the filing date.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
serves as counsel to the Debtors.  The Garden City Group, Inc., is
the claims and notice agent.  Alvarez & Marsal North America, LLC,
is the financial advisor.


JACKSON HEWITT: Seeks to Hire Moelis & Co as Investment Banker
--------------------------------------------------------------
BankruptcyData.com reports that Jackson-Hewitt Tax Service filed
with the U.S. Bankruptcy Court a motion to retain Moelis & Company
(Contact: Steven Panagos) as investment banker for a monthly fee
of $150,000 and a $2 million restructuring fee.  Separately, the
Court approved the Company's motion to retain The Garden City
Group as claims/noticing agent.

                       About Jackson Hewitt

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

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

Jackson Hewitt Tax Service Inc., along with affiliates, filed for
bankruptcy (Bankr. D. Del. Lead Case No. 11-11587) on May 24,
2011.  Jackson Hewitt estimated assets and debts between
$100,000,001 and $500,000,000 as of the filing date.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
serves as counsel to the Debtors.  The Garden City Group, Inc., is
the claims and notice agent.  Alvarez & Marsal North America, LLC,
is the financial advisor.


JACKSON HEWITT: Has Green Light to Use Wells Fargo Collateral
-------------------------------------------------------------
Jackson Hewitt Tax Service Inc. and its debtor-affiliates won
authority to use, on an interim basis, the cash collateral
securing their obligations to their prepetition lenders.

The Debtor said they do not have sufficient available sources of
working capital and financing to carry on the operation of their
businesses without the use of the cash collateral.

Pursuant to the Interim Order, the Debtors are authorized to use
cash collateral up through and including 21 days from the petition
date.

The Debtors, Wells Fargo Bank, N.A., successor-by-merger to
Wachovia Bank, N.A., as Administrative Agent, and various lenders
are parties to an Amended and Restated Credit Agreement, dated as
of Oct. 6, 2006.  As of the Petition Date, the Debtors were
obligated on:

     $288.2 million principal amount of term loans under the
                    Credit Agreement,
      $65.6 million principal amount of outstanding revolver
                    loans under the Credit Agreement, including
                    unpaid interest that has accrued and been
                    capitalized, and
       $2.4 million under related hedge agreements.

The loan obligations are secured by a first priority lien on all
of the Debtors' assets, including all of the Debtors' cash.
Substantially all of the Debtors' cash is held in two accounts --
the "Concentration Account" and the "Cash Collateral Account" --
which are held by Wells Fargo.  Under the terms of the Credit
Agreement, the Debtors are required to transfer from the
Concentration Account excess cash over $10 million to the Cash
Collateral Account.  The Debtors' cash constitutes "cash
collateral" under Section 363 of the Bankruptcy Code.

Wells Fargo and the Lenders are granted replacement liens as
adequate protection for any diminution in the value of the Agent
and the Lenders' interests in the prepetition collateral from the
Petition Date resulting from the use, sale, lease, disposition,
shrinkage, decline in market value, consumption or physical
deterioration of the prepetition collateral.  However, the
Replacement Liens granted to the Agent and the Lenders pursuant to
the Interim Order will not attach to any proceeds of claims for
relief obtained pursuant to Chapter 5 of the Bankruptcy Code, if
any.

The Replacement Liens are subject and subordinate to carve-outs
for (i) all fees required to be paid to the Clerk of the
Bankruptcy Court and to the Office of the United States Trustee
under 28 U.S.C. Sec. 1930(a) plus interest pursuant to 31 U.S.C.
Sec. 3717; (ii) fees by professionals retained in the Debtors'
cases; and (iii) fees incurred on and after the termination of the
use of Cash Collateral upon the occurrence of an event of default
not to exceed $500,000.

The Interim Order grants any creditors' committee appointed in the
case a budget of up to $50,000 that the committee may use to
investigate the claims and liens of the Agent and Lenders.

The Court will hold a final hearing on the cash collateral use on
June 22 at 10:30 a.m.  Objections are due June 15.

On May 25, 2011, the Court also issued a spate of orders allowing
the Debtor to:

     -- pay prepetition wages, other compensation, and employee
        Benefits;
     -- honor surety bond obligations and continue to pay all
        related obligations; and
     -- maintain existing insurance policies and pay all insurance
        related obligations, and renew, revise, extend,
        supplement, change or enter into new insurance policies.

The Court also issued an interim order approving the Debtors'
proposed form of adequate assurance of payment, establishing
procedures for resolving objections by utility companies,
prohibiting utility companies from altering, refusing or
discontinuing service, and authorizing the Debtors to pay
prepetition obligations to utility companies in the ordinary
course of business.

The Debtors are also seeking permission to honor existing customer
and franchisee programs and obligations in the ordinary course of
business.

Counsel to Wells Fargo are:

          Matthew E. Tashman, Esq.
          REED SMITH
          2500 One Liberty Place
          1650 Market Street
          Philadelphia, PA 19103
          Fax: 215-851-1420
          E-mail: mtashman@reedsmith.com

Bayside Capital Inc. is represented in the case by:

          Dennis F. Dunne, Esq.
          Tom Matz, Esq.
          MILBANK TWEED HADLEY & MCCLOY LLP
          One Chase Manhattan Plaza
          New York, NY 10005-1413
          Fax: 212-822-5770
          E-mail: ddunne@milbank.com
                  tmatz@milbank.com

                 About Jackson Hewitt Tax Service

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent.  The Debtors also retained Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

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

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

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.


JACKSON HEWITT: Taps Garden City as Notice and Balloting Agent
--------------------------------------------------------------
With thousands of potential creditors and other parties in
interest involved in Jackson Hewitt Tax Service Inc.'s chapter 11
cases, it is likely that heavy administrative and other burdens
will be imposed upon the Bankruptcy Court and the Office of the
Clerk of the Court.  To relieve the Clerk's Office of these
burdens, the Debtors sought and obtained permission to engage The
Garden City Group, Inc., as an independent, third-party noticing
and balloting agent to:

     -- effectively and efficiently serve notice upon all
        creditors and other relevant constituencies in the
        chapter 11 cases;

     -- assist with the tabulation of votes with respect to
        the chapter 11 plan; and

     -- if necessary, transmit, receive, docket and maintain
        all proofs of claim and proofs of interest filed in
        connection with the chapter 11 cases.

Prior to the Petition Date, GCG rendered services to the Debtors
as balloting agent in connection with the solicitation and
tabulation of votes on the Debtors' proposed pre-arranged plan.
In addition, GCG worked with Debtors and the Debtors'
professionals to prepare for the service of "first day" pleadings.

GCG's hourly rates are:

                                    Standard   15%
                                    Hourly     Discounted
   Title                            Rates      Rates
   -----                            --------   ----------
Administrative & Data Entry         $45-$55    $38.25-$46.75
Mailroom and Claims Control         $55        $46.75
Customer Service Representatives    $57        $48.45
Project Administrators              $70-$85    $59.50-$72.25
Quality Assurance Staff             $80-$125   $68.00-$106.25
Project Supervisors                 $95-$110   $80.75-$93.50
Systems & Technology Staff          $100-$200  $85.00-$170.00
Graphic Support for Web site        $125       $106.25
Project Managers                    $125-$175  $106.25-$148.75
Directors, Sr. Consultants
   and Asst VP                      $200-$295  $170.00-$250.75
Vice President and above            $295       $250.75

Before the Petition Date, the Debtors paid GCG a $60,000 retainer,
and an additional $50,000 retainer replenishment, to be applied in
satisfaction of obligations incurred pursuant to the parties'
Retention Agreement.

Craig E. Johnson, a Senior Director at GCG, attests that his firm
is a "disinterested person," as that term is defined in Bankruptcy
Code Section 101(14), as modified by Section 1107(b).  GCG and its
professional personnel are not creditors, equity security holders
or insiders of the Debtors.

                 About Jackson Hewitt Tax Service

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent. The Debtors also retained Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

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

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

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.


JACKSON HEWITT: Seeks Extension of Schedules Filing Deadline
------------------------------------------------------------
Jackson Hewitt Tax Service Inc. asks the Bankruptcy Court to
extend to July 25, 2011, the time by which the Debtors must file
their schedules of assets and liabilities, schedules of current
income and current expenditures, schedules of executory contracts
and unexpired leases, and statements of financial affairs to 30
days after the current June 23 deadline imposed by Local
Bankruptcy Rule 1007-1(b).

The Debtors also ask the Court permanently waive the requirement
to file the Schedules and Statement if their prepackaged plan of
reorganization is confirmed within the extension period.

According to the Debtors, given the substantial burdens already
imposed on their management by the commencement of the chapter 11
cases, the competing demands upon the employees, and the time and
attention the Debtors must devote to the restructuring process,
they may be unable to complete their Schedules and Statements by
the current deadline.

The Debtors intend to have the Plan confirmed as quickly as
possible.

                 About Jackson Hewitt Tax Service

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent. The Debtors also retained Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

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

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

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.


JACKSON HEWITT: Asks Court to Approve Skadden Employment
--------------------------------------------------------
Jackson Hewitt Tax Service Inc. and its debtor-affiliates ask the
Bankruptcy Court to approve the employment of Skadden, Arps,
Slate, Meagher & Flom LLP and its affiliated law practice
entities, as their bankruptcy, corporate and litigation counsel.

Prior to 2004, Skadden Arps represented Cendant Corporation, now
known as Avis Budget Group, Inc., and various Cendant entities,
including Jackson Hewitt.  Skadden Arps began representing Jackson
Hewitt in March 2004, in connection with Cendant's divestiture of
100% of its ownership interest in Jackson Hewitt in an
underwritten public offering.  Skadden Arps and the Debtors
formalized the representation pursuant to an engagement agreement
dated March 11, 2004.  Since Jackson Hewitt's initial public
offering, Skadden Arps has represented the Company on various
corporate, tax and litigation matters.  As a result of this
relationship, the Company approached Skadden Arps regarding
representing it in connection with its  restructuring efforts in
early 2010.

Mark A. McDermott, Esq., a member at Skadden Arps, attests that
the firm is a "disinterested person" within the meaning of
Bankruptcy Code Section 101(14), as modified by Section 1107(b).

Skadden Arps' current hourly rates are:

     $795 to $1,095 per hour for partners and of counsel,
     $760 to $850 per hour for counsel and special counsel,
     $360 to $710 per hour for associates, and
     $190 to $295 per hour for legal assistants

However, pursuant to the Engagement Agreement Supplement, Skadden
Arps has agreed to a 15% discount off the hourly rates for
restructuring and bankruptcy related work.

In the one-year period prior to the Petition Date, Skadden Arps
was paid a total of $1,899,775 for the Firm's work on behalf of
the Debtors in connection with the Debtors' efforts to restructure
their affairs.

In late January and February 2011, the Debtors and their secured
lenders recommended restructuring negotiations in earnest, at
which time Skadden Arps' work on behalf of the Debtors increased
significantly.  On March 14, 2011, the Debtors delivered to
Skadden Arps a $1,000,000 retainer to be held as on account cash
for the advance payment of pre-petition professional fees and
expenses incurred and charged by Skadden Arps for all matters. The
amount of the On Account Cash was increased thereafter through a
series of additional deposits so that, by May 9, 2011, the amount
of On Account Cash totaled $2,600,000. Thereafter from time to
time, upon Skadden Arps providing the Debtors with invoices for
professional fees and expenses, Skadden Arps deducted the amount
of the invoices from the On Account Cash and requested that the
Debtors replenish the On Account Cash.

As of the Petition Date, Skadden Arps had $1,109,394 remaining in
the On Account Cash, inclusive of an additional $500,000 deposit
received by Skadden Arps on May 20, 2011.

                 About Jackson Hewitt Tax Service

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent. The Debtors also retained Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

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

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

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.


JONATHAN LOY: Chapter 15 Recognition Order Not Terminated
---------------------------------------------------------
WestLaw reports that a bankruptcy court had discretion to revisit
an earlier order recognizing a foreign proceeding as a foreign
main proceeding.  Nonetheless, the court would not grant a pro se
foreign debtor the extraordinary remedy of termination of the
prior recognition, based on the debtor's representation that,
contrary to findings entered at the time of the recognition order,
his presence in the United States was not temporary, where, due to
the debtor's relocation with his family to France after moving to
have the recognition order terminated, the court had reason to
doubt the candor of the debtor's prior representations.  The
record was not sufficiently clear and complete for the court to
modify the well-reasoned decision of a colleague in entering the
recognition order.  In re Loy, --- B.R. ----, 2011 WL 1239859
(Bankr. E.D. Va.) (Santoro, J.).

A copy of the Honorable Frank J. Santoro's Memorandum Opinion
dated Mar. 30, 2011, is available at http://is.gd/LzVbl1from
Leagle.com.

In 1992, Jonathan A. Loy, a citizen of the United Kingdom lawfully
residing in the United States, purchased a 3.78 acre parcel of
undeveloped real property located in Virginia and borrowed
$150,000 from a U.S. bank to finance that purchase.  Before coming
to America, Mr. Loy resided and operated a furniture business in
Exeter, England.  Unfortunately, the furniture business failed in
2003.  Mr. Loy, in turn, made a Proposal for a Voluntary
Arrangement with Creditors pursuant to Part VIII of the Insolvency
Act of 1986 in the Exeter County Court in Devon, England.  The IVA
was accepted by Mr. Loy's creditors, but then defaulted on that
agreement.  Jeremiah A. O'Sullivan, in his capacity as the English
Trustee, filed a Default Petition with the English Court in 2006
requesting that Mr. Loy be declared a bankrupt. On August 17,
2006, the English Court ordered that Mr. Loy be adjudged a
bankrupt and that Mr. O'Sullivan be appointed as trustee to
oversee the proceedings.  On Oct. 28, 2007, the English Trustee
filed a petition (Bankr. E.D. Va. Case No. 07-51040) for
recognition of the English Bankruptcy Proceeding as a "Foreign
Main Proceeding" under Chapter 15 of the U.S. Bankruptcy Code.  A
copy of that petition is available at
http://bankrupt.com/misc/vaeb07-51040.pdfat no charge.

On Dec. 18, 2007, the Bankruptcy Court entered an order
recognizing the English proceeding as a Foreign Main Proceeding.
See In re Loy, 380 B.R. 154 (Bankr. E.D. Va. 2007).  Recognition
was effective Oct. 28, 2007.  Id.  In connection with the Petition
for Recognition of the Foreign Main Proceeding, the English
Trustee requested that Mr. Loy be "enjoined from bringing any
litigation against the Trustee or the Trustee's professionals in
any way relating to his assets without further order from this
Court."  The Honorable Frank J. Santoro declined that invitation.
Id.

On or about Jan. 10, 2008, Mr. Loy and his wife filed a Complaint
against the English Trustee in the Circuit Court of Hampton,
Virginia (Case No. CL08-000042).  The English Trustee removed the
lawsuit to Federal Court (Bankr. E.D. Va. Adv. Pro. Nos. 08-5002
and 08-5011).  Judge Santoro denied Mr. Loy's remand request, but
ruled that Mr. Loy could pursue his claims against the English
Trustee after concluding that the English Trustee could not avoid
an allegedly unauthorized postpetition transfer that occurred
before the Chapter 15 Petition was filed.


KANG INVESTMENT: Hires Tom Ross as Realtor
------------------------------------------
Kang Investment, LLC, has obtained permission from the U.S.
Bankruptcy Court for the Western District of Washington in Seattle
to employ:

         Tom Ross
         Preferred Property Management, NW
         Everett, WA 98203

as realtor to sell its real estate property located at 606 West
Casino Road, Everett, WA 98204.  Real estate commissions will be
on a standard listing agreement with Preferred Property
Management, NW, at a commission of not to exceed a total of 4%
[buyer's and seller's agents combined].

                           About Kang Investment

Point Roberts, Washington-based Kang Investments, LLC, filed for
Chapter 11 bankruptcy protection on January 25, 2011 (Bankr. W.D.
Wash. Case No. 11-10713).  Larry B. Feinstein, Esq., at Vortman &
Feinstein, serves as bankruptcy counsel.  According to its
schedules, the Debtor disclosed $13,158,371 in total assets and
$10,956,955 in total debts.

Affiliate Parmjit S. Kang filed a separate Chapter 11 petition on
January 25, 2011 (Bankr. W.D. Wash. Case No. 11-10717).


KILEY RANCH: Wins Court Approval to Employ June Cox as Accountant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Kiley Ranch Communities to employ June Cox CPA as accountant to
provide any necessary accounting services with preparation and
filing of federal, state and local income tax returns.

The firm will charge the Debtors based on the hourly rates of its
professionals plus out-of-pocket expenses:

   Designations                Hourly Rates
   ------------                ------------
   Shareholders                $250
   Accountants                 $125-$175
   Paraprofessionals           $100

June Cox will also charge a retainer of $4,000.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(4) of the Bankruptcy
Code.

Kiley Ranch Communities is a "live-work community" in progress in
the Spanish Springs Valley of Sparks.

Reno, Nevada-based Kiley Ranch Communities filed for Chapter 11
protection on August 26, 2010 (Bankr. D. Nev. Case No. 10-53393).
Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$50 million to $100 million.


KINGS RANCH: Chapter 11 Involuntary Case Dismissed
--------------------------------------------------
The Hon. James M. Marlar of the  U.S. Bankruptcy Court for the
District of Arizona dismissed the Chapter 11 case of Kings Ranch,
LLC.

As reported in the Troubled Company Reporter on Apr 8, 2011, K
Ranch LLC asked the Court to asks to dismiss the Debtor's case,
saying that the case is filed in bad faith.

Kings Ranch is a holder and owner of a promissory note and deed of
trust secured by an interest in the Debtor's real property, Kings
Ranch Estates.  As of the commencement instant case on March 29,
2011, the balance due K Ranch was $2,992,116, plus accrued and
accruing interest costs and fees.

K Ranch had scheduled a trustee's sale for March 28, but the
commencement of the bankruptcy case has stayed that trustee's sale
and the scheduled UCC sale of personal property.

K Ranch has incurred, or may incur, certain costs, including,
without limitation, attorneys' fees, taxes, insurance premiums,
court costs, deed of trust trustee's fees, costs of sale and other
costs, all of which are secured by loan documents.

K Ranch does not have, nor has it been offered, adequate
protection for its interest in the property.  According to K
Ranch, there has been no offer of adequate protection to K Ranch
to protect the value of the collateral.

K Ranch is unaware that the Debtor has properly placed insurance
coverage for the property.  K Ranch has not been paid any
postpetition payments.

                      About Kings Ranch, LLC

Fort Scott Energy, et al., filed an involuntary Chapter 11
petition against Kings Ranch, LLC, fka Kinjockity Ranch LLC, on
March 28, 2011 (Bankr. D. Ariz. Case No. 11-08080).

Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC, is the
Petitioners' counsel.


KM ALLIED OF NAMPA: Court Rejects Bankruptcy Counsel's Employment
-----------------------------------------------------------------
Chief Bankruptcy Judge Terry L. Myers denied the application of KM
Allied of Nampa, LLC, to employ Bauer & French as counsel, saying
the compensation structure and terms of employment upon which the
Application, as supplemented, is proposed do not accord with the
policies and procedures of the Bankruptcy Code nor the Idaho Rules
of Professional Conduct.  Approval would therefore be
inappropriate.

On Sept. 17, 2010, Counsel filed a Rule 2016(b) disclosure
indicating that it had received $9,000 prior to the petition date,
of which $1,039 was used to pay the Debtor's filing fee, and
$7,961 of which was a "minimum" attorney fee.

The Application said nothing about the terms of employment, other
than noting the hourly rates of the attorneys in Counsel's office.
However, in the Verified Statement filed by attorney Randal J.
French, Esq. -- rfrench@bauerandfrench.com -- at Bauer & French,
as required under Fed. R. Bankr. P. 2014(a), he disclosed that "On
June 6, 2010, I received $9,000 from the Debtor for this chapter
11. I have applied $7,961.00 as a minimum fee for my services in
this chapter 11."  Counsel further stated "I have no funds in
trust."  This necessarily connotes that all of the $7,961 was
applied to pre-petition services and exhausted.

On Oct. 12, 2010, the Office of the United States Trustee filed a
"limited objection" to the Application, noting that no fee
agreement between the Debtor and Counsel was attached to the
Application, and that there was no explanation of the draws
against the retainer paid Counsel.  The U.S. Trustee argued that
the Application should not be considered by the Court until the
requirements of the Local Rule were met.

No further filings were made in connection with the Application
for some six months.  On April 28, 2011, Counsel filed a
"supplement" to the Application, clarifying that all of the $9,000
paid on June 11 -- not June 6 as asserted in the Verified
Statement -- was deposited into Counsel's general business
account.  Further, it states that between June 7 and Sept. 17,
services totaling $6,831.50 were rendered, and that after
deduction of that amount, the $1,039 filing fee and a $30 fee to
the Secretary of State, $1,129.50 remained (and not $0 as set
forth in the Verified Statement).

The Supplement also explains that there was no pre-bankruptcy fee
agreement. It attaches, however, a March 28, 2011 fee agreement.
That agreement recites the same dates and amounts of payment as
just noted.  It also characterizes the $1,129.50 as "applied as an
Advance Payment Retainer." The text of the Supplement indicates
that Counsel applied, post-petition, the $1,129.50 toward post-
petition services, thus exhausting it, and thereafter incurred
another $7,179.00 in unpaid fees as well.

A copy of the Court's May 26, 2011 Memorandum of Decision is
available at http://is.gd/dWEdJ7from Leagle.com.

KM Allied of Nampa LLC was formed to develop and construct
improvements on certain real property located at 3015 E. Comstock,
Nampa, Idaho, such real property ultimately to be leased to Allied
Waste of North America, LLC.  It filed for Chapter 11 bankruptcy
(Bankr. D. Idaho Case No. 10-03056) on Sept. 17, 2010, to stay a
deed of trust sale.  The Debtor scheduled $2,020,600 in assets and
$2,626,080 debts.

The Debtor filed a proposed chapter 11 plan and disclosure
statement on the same day as the petition for relief.  An amended
chapter 11 plan and an amended disclosure statement were filed on
Jan. 14, 2011.


LA CORTEZ ENERGY: Reports $2.3-Mil. Net Income in First Quarter
---------------------------------------------------------------
La Cortez Energy, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $2.3 million on $363,433 of oil revenues
for the three months ended March 31, 2011, compared with a net
loss of  $835,072 on $90,383 of oil revenues for the same period
in 2010.

The Company's balance sheet as of March 31, 2011, showed
$28.8 million in total assets, $5.6 million in total liabilities,
and shareholders' equity of $23.2 million.

BDO USA, LLP, in Houston, Texas, expressed substantial doubt
about La Cortez Energy's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has limited operating history, no
historical profitability, and has limited available funds.

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

                       http://is.gd/SC6SA2

Headquartered in Bogota, Colombia, La Cortez Energy, Inc. (OTC BB:
LCTZ) -- http://www.lacortezenergy.com/-- is an early stage oil
and gas exploration and production company currently pursuing a
business strategy in the energy sector in South America, with an
initial focus on identifying oil and gas exploration and
production opportunities in Colombia.  To that end, the Company
has established a branch, La Cortez Energy Colombia, Inc., with
offices in Bogota, Colombia, and has signed a Joint Operating
Agreement for a 50% working interest in the Putumayo 4 block and a
Joint Venture agreement for a 20% working interest in the Maranta
block and has acquired the interests of Avante Colombia in the Rio
de Oro and the Puerto Barco fields, all in Colombia.


LA JOLLA: Predetermined Study Endpoints Has Not Been Met
--------------------------------------------------------
La Jolla Pharmaceutical Company, on May 18, 2011, received
preliminary data from Charles River Laboratories, the Company's
clinical research organization, regarding the confirmatory pre-
clinical study of the Company's LJP1485 compound being studied for
tissue regeneration.  Based on the preliminary data from the
Preclinical Study, the Company expects that the predetermined
study endpoints, as set forth on the Purchase Agreement, will not
be met and that the LJP1485 compound will not show statistically
significant improvement in the study endpoints as compared to
vehicle (placebo).

If the Company's existing holders of Series C-1 1 Convertible
Preferred Stock do not exercise their cash warrants within five
days from their receipt of the Study Report, as contemplated in
the Purchase Agreement, then GliaMed, Inc., will have the right
under the Purchase Agreement to reacquire the 1485 compound and
all related assets in consideration for paying the Company a
nominal cash sum. The Preferred Stockholders will have no
obligation to exercise the Cash Warrants if the Study Report
concludes that the endpoints were not met, which we expect will be
the case.

Unless and until the Preferred Stockholders exercise the Cash
Warrants, the Preferred Stockholders have the right to require the
Company to redeem all outstanding shares of Series C-1 1
Convertible Preferred Stock for an aggregate sum of approximately
$5.4 million.  If the Preferred Stockholders exercise these
redemption rights, the Company would have insufficient cash to
sustain its operations and the Company would likely need to wind
down all activities.

The Preclinical Study was being conducted pursuant the Asset
Purchase Agreement, dated March 29, 2011, by and among the
Company, Jewel Merger Sub, Inc. and GliaMed, Inc.  Pursuant to the
Agreement, La Jolla and the Subsidiary agreed to acquire GliaMed's
rights and assets related to certain regenerative immunophilin
ligand compounds, which include patents and patent rights, know-
how, regulatory registrations, raw materials and study drug
supplies and certain contractual rights.

On May 25, 2011, La Jolla received the final report from Charles
River Laboratories regarding the confirmatory preclinical study of
the Company's LJP1485 compound being studied for tissue
regeneration.  Consistent with the preliminary results reported on
the Company's Current Report on Form 8-K filed on May 23, 2011,
the CRO concluded that the predetermined study endpoints, as
described in the Prior 8-K, had not been met.

Based on the timing of the final study report, the Company's
existing holders of Series C-1 1 Convertible Preferred Stock will
have until June 2, 2011, to exercise their cash warrants, as
described in the Prior 8-K.  If the Cash Warrants are not fully
exercised by this date, then GliaMed, Inc., will have the right to
reacquire the 1485 compound and all related assets in
consideration for paying the Company a nominal cash sum.  The
Preferred Stockholders have no obligation to exercise the Cash
Warrants given that the Preclinical Study was not successful.

                   About La Jolla Pharmaceutical

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

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

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

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


LAUTH INVESTMENT: Emerges from Chapter 11 Bankruptcy
----------------------------------------------------
Lauth Investment Properties, LLC, an affiliate company of Lauth
Group, has emerged from Chapter 11. Its plan of re-organization
has been approved by the U.S. Bankruptcy Court for the Southern
District of Indiana.  LIP serves as a holding company for much of
the real estate developed by Lauth over the last several years.

The announcement successfully caps LIP's efforts to restructure
itself, following the 2008 financial crisis and subsequent global
recession.  LIP Chairman & CEO Robert Lauth said, "The process we
just completed was one we never planned for or expected.
Nonetheless, we successfully worked through the myriad details
that LIP's complex structure required.  We are glad to have it
behind us."

Mr. Lauth added, "Clearly we couldn't have done it without the
help and support of our lenders, our friends in the brokerage
community and our team of associates.  We are enthused about the
prospects for business across the country and will continue to
work to grow the enterprise."

             About Lauth Investment Properties, LLC,

Indianapolis, Indiana-based Lauth Investment Properties, LLC, and
its two affiliates filed for Chapter 11 bankruptcy protection on
May 1, 2009 (Bankr. S.D. Ind. Case No. 09-06065).  Jeffrey J.
Graham, Esq., at Taft Stettinius & Hollister LLP and Jerald I.
Ancel, Esq., at Taft Stettinius & Hollister LLP assist the Debtors
in their restructuring efforts.  Lauth Investments estimated
$1 million to $10 million in assets and debts as of the Chapter 11
filing.

Carmel-based Lauth Property Group is one of the nation's top
developers.  Lauth Investment Properties, LIP Development, and LIP
Investment are three holding companies affiliated with Lauth
Property.


LABEL CORP: Moody's Cuts Rating on First Lien Facility to 'B1'
--------------------------------------------------------------
Moody's Investors Service has changed the rating on LabelCorp
Holdings, Inc.'s proposed $185 million first lien credit facility
to B1 from Ba3 as a result of the upsizing of its first lien term
loan by $10 million and reduction of the junior term loan by a
comparable amount. The rating change reflects both increase in
first lien borrowings as well as the reduction in loss absorption
provided by junior lenders. All other ratings, including the B2
corporate family rating, were affirmed. The rating outlook is
stable.

Proceeds from the proposed facilities are expected to be used to
refinance York's existing debt and pay related transaction fees.
Ratings on proposed refinancing are subject to review of final
documentation. The ratings on the existing credit facilities will
be withdrawn upon completion of the proposed refinancing.

These ratings have been lowered:

   -- $25 million 1st lien revolving credit facility due 2016 to
      B1 (LGD3, 33%) from Ba3 (LGD3, 31%); and

   -- $160 million 1st lien term loan due 2017 to B1 (LGD3, 33%)
      from Ba3 (LGD3, 31%).

These ratings have been affirmed

   -- B2 corporate family rating;

   -- B2 probability of default rating; and

   -- $90 million 2nd lien senior secured term loan due 2017 at
      Caa1 (LGD5, 85% from 84%).

RATINGS RATIONALE

The B2 corporate family rating is currently constrained by York
Label's weak credit metrics, particularly its high leverage of
6.0x and interest coverage of 1.2x as of December 31, 2010, prior
to the inclusion of its earnings from its 50% owned Chilean joint
venture. The rating also reflects the company's leading position
within the fragmented North American premium, prime label market.
While overall customer concentration is relatively high, the
ratings are supported by its exposure across a wide range of
brands and the long-standing relationships at its key customers as
well as its scale relative to other industry participants.

The ratings could be downgraded if York Label were to lose a major
customer or see a deterioration in operating performance prior to
further deleveraging. Additionally, ratings pressure could arise
if debt-to-EBITDA were to remain above 6.0x for an extended period
of time. While a rating upgrade is not anticipated in the near
term, a continued improvement in operating performance leading to
a sustained enhancement of credit metrics, specifically debt-to-
EBITDA of less than 4.5x, free cash flow to debt in high single
digits, and interest coverage approaching 2.0x would be viewed
positively.

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

Headquartered in Omaha, Nebraska, LabelCorp Holdings, Inc. ("York
Label") manufactures prime, pressure sensitive labels for the food
& beverage, consumer products, wine & spirits and healthcare
industries located in North and South America. York has been a
portfolio company of Diamond Castle Holdings, LLC since August
2008. Revenue for the twelve months ended December 31, 2010 was
approximately $208 million.


LBJ LAKEFRONT: U.S. Trustee Wants Case Dismissed
------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, asks the U.S.
Bankruptcy Court for the Western District of Texas to dismiss the
Chapter 11 case of LBJ Lakefront Inc.

The U.S. Trustee explains that the Court terminated the automatic
stay with respect to the Debtor's primary assets -- several lots
of real property located in Horseshoe Bay, Texas.

The U.S. Trustee adds that the termination of the automatic stay
and foreclosure ended any reasonable likelihood of rehabilitation.

AS reported in the Troubled Company Reporter on June 28, 2010,
secured creditor American Bank of Texas, N.A., sought for the
conversion of the Debtor's case.

The U.S. Trustee is represented by:

         Deborah A. Bynum, Esq.
         903 San Jacinto Blvd., Room 230
         Austin, Texas 78701
         Tel: (512) 916-5328
         Fax: (512) 916-5331
         E-mail: Deborah.A.Bynum@usdoj.gov

                     About LBJ Lakefront Inc.

Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case
No. 10-10023).  Mark Curtis Taylor, Esq., at Hohmann, Taube &
Summers, LLP, assists the Company in its restructuring effort.
The Company disclosed $23,421,603 in assets and $19,470,787 in
liabilities as of the Chapter 11 filing.  No trustee nor
creditors' committee has been appointed in the case.


LEE ENTERPRISES: Bank Debt Trades at 13% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Lee Enterprises,
Inc., is a borrower traded in the secondary market at 87.15 cents-
on-the-dollar during the week ended Friday, May 27, 2011, a drop
of 0.60 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 50 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Dec. 23, 2012.
Moody's has withdrawn its rating on the bank debt.  The loan is
one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

As reported by the Troubled Company Reporter on May 16, 2011,
Standard & Poor's lowered its preliminary corporate credit rating
on Davenport, Iowa-based Lee Enterprises, Inc., to 'B-' from 'B'.
The rating outlook is negative.

"The downgrade is based on the company's significant near-term
maturities and our belief that alternative refinancing options
will likely be costly," said Standard & Poor's credit analyst Hal
F. Diamond.  "We withdrew our 'B' preliminary issue rating on Lee
Enterprises' proposed $680 million first-lien senior secured notes
due 2017 with a preliminary recovery rating of '3' (also
withdrawn), indicating our expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default," S&P
related.

Lee Enterprises, Inc.,, headquartered in Davenport, Iowa, is a
provider of local news, information and advertising in primarily
midsize markets, with 49 daily newspapers and a joint interest in
four others, digital products and nearly 300 specialty
publications in 23 states.  Revenue for the 12 months ended
December 2010 was approximately $780 million.


LEVEL 3: Enters Into Standstill Pact with Southeastern Asset
------------------------------------------------------------
Level 3 Communications, Inc., and Southeastern Asset Management,
Inc., entered into a Standstill Agreement, which amended and
restated the standstill agreement between the Company and
Southeastern dated as of Oct. 26, 2009.  Upon effectiveness, the
Standstill Agreement will supersede the standstill and restriction
on transfer provisions that were agreed to by the Company and
Southeastern in the Original Agreement by increasing the total
number of shares of common stock that Southeastern may
beneficially own and extending the term of the standstill
agreement from February 2013 to February 2015.  The Standstill
Agreement will become effective automatically upon the
consummation of the amalgamation contemplated by the Agreement and
Plan of Amalgamation, dated as of April 10, 2011, by and among the
Company, Apollo Amalgamation Sub, Ltd., a direct wholly owned
subsidiary of the Company, and Global Crossing Limited.  Prior to
the consummation of the Amalgamation, the Original Agreement will
remain in full force and effect.  In the event that the
Amalgamation Agreement is terminated for any reason whatsoever,
the Standstill Agreement will automatically terminate and the
Original Agreement will remain in full force and effect.

Pursuant to the provisions of the Standstill Agreement, upon
effectiveness Southeastern will not, until Feb. 18, 2015, without
the prior written consent of a majority of the entire Board of
Directors of the Company, either directly or indirectly, alone or
in concert with others:

   (i) in any manner acquire, agree to acquire or make any public
       proposal to acquire:

        A. any material assets of the Company or any subsidiary of
           the Company; or

        B. any common stock, voting securities or derivative
           securities of the Company (x) other than in open market
           transactions that do not involve the issuance of common
           stock by the Company and (y) unless after giving effect
           to such acquisition Southeastern would Beneficially Own
           less than 690,000,000 shares of the Company's common
           stock; provided that Southeastern will in no event make
           any such acquisition for its own account or on behalf
           of any advisory client if it or such advisory client is
           on the date of such purchase or would become, as a
           result of such purchase, a "5-percent shareholder" of
           the Company within the meaning of Section 382 of the
           Internal Revenue Code of 1986, as amended, and the
           regulations promulgated thereunder;

  (ii) enter into any arrangements, understandings or agreements
       with any person or take any action, that would cause, or
       have the effect of causing, directly or indirectly, (1) a
      "change of control" as defined in the indentures,
       supplemental indentures or credit agreements, as the case
       may be, relating to any indebtedness for borrowed money of
       the Company or any of its subsidiaries or (2) the Company
       to undergo an "ownership change" within the meaning of the
       Code;

(iii) form, join or participate in a Group in connection with any
       of the foregoing; or

  (iv) make or cause the Company to make a public announcement
       regarding any intention of Southeastern to take an action
       which would be prohibited by any of the foregoing.

In addition, until Feb. 18, 2015, Southeastern will not sell,
assign, pledge, transfer or otherwise dispose or encumber to any
person or persons any shares of the Company's common stock that it
Beneficially Owns (x) in negotiated transactions if such person
would Beneficially Own, after giving effect to such Transfer, 20%
or more of the common stock; provided that a sale of common stock
by Southeastern in an open market broker sale transaction
complying with Rules 144(f) and (g)(1) and (g)(2) under the
Securities Act without knowledge by Southeastern of the identity
of the acquiror at the time of the sale transaction will not
constitute a negotiated transaction, or (y) if the price paid in
such transaction is at a premium to the then-current market price
of the common stock during regular trading hours on the national
securities exchange on which the common stock is then traded.

Southeastern will be permitted, however, to tender any shares of
common stock it Beneficially Owns pursuant to a tender offer by a
third party for shares of common stock that is open to all
stockholders of the Company, so long as a majority of the entire
Board of Directors has recommended to the stockholders of the
Company that such stockholders accept such tender offer and tender
their shares in such tender offer.

A full-text copy of the Standstill Agreement is available for free
at http://is.gd/oZ4i1f

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVEL 3: Stockholders Elect 14 Directors at Annual Meeting
----------------------------------------------------------
Level 3 Communications, Inc., held its 2011 annual meeting of
stockholders on May 19, 2011.  There were 1,700,999,659 shares of
the Company's common stock entitled to vote at the 2011 annual
meeting and a total of 1,534,839,780 shares (90.23%) were
represented at the meeting in person or by proxy.

Stockholders elected 14 directors to the Company's Board of
Directors to hold office until the annual meeting of stockholders
in 2012 or until his successor is elected and qualified:

   (1) Walter Scott, Jr.
   (2) James Q. Crowe
   (3) R. Douglas Bradbury
   (4) Douglas C. Eby
   (5) Admiral James O. Ellis, Jr.
   (6) Richard R. Jaros
   (7) Robert E. Julian
   (8) Michael J. Mahoney
   (9) Rahul N. Merchant
  (10) Charles C. Miller, III
  (11) Arun Netravali
  (12) John T. Reed
  (13) Michael B. Yanney
  (14) Dr. Albert C. Yates

Stockholders approved:

   (a) the granting to the Level 3 Board of Directors of
       discretionary authority to amend the Company's restated
       certificate of incorporation to effect a reverse stock
       split at one of four ratios;

   (b) the amendment of the Level 3 Communications, Inc., Stock
       Plan to increase the number of shares of the Company's
       common stock, par value $.01 per share, that are reserved
       for issuance under the plan by 100 million;

   (c) on an advisory basis, the executive compensation program
       for the Company's named executive officers; and

   (d) a proposal to conduct an advisory vote on the executive
       compensation program for the Company's named executive
       officers every year.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVEL 3: John Griffin Discloses 5.74% Equity Stake
--------------------------------------------------
In an Schedule 13G filing with the U.S. Securities and Exchange
Commission, John A. Griffin and his affiliates disclosed that they
beneficially own 97,805,000 shares of common stock of Level 3
Communications, Inc., representing 5.74% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/K2ffb7

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVEL 3: Fitch Says 'B-' IDR Remains on Watch Positive
------------------------------------------------------
Fitch Ratings expects to assign a rating to Level 3 Escrow, Inc.'s
(Level 3 Escrow) proposed issuance of senior unsecured notes due
2019 once the conditions to release funds from escrow are
satisfied. Key conditions include, among others that the
acquisition of Global Crossing Limited is completed. The 'B-'
Issuer Default Ratings assigned to Level 3 Communications, Inc.
(LVLT) and its wholly owned subsidiary Level 3 Financing, Inc.
remain on Rating Watch Positive. Level 3 Escrow is a wholly owned
unrestricted subsidiary of Level 3 Financing, Inc.

The proceeds from proposed offering are expected to be deposited
into an escrow account until the closing of LVLT's pending
acquisition of Global Crossing Limited. Level 3 Financing, Inc.
will assume Level 3 Escrow's obligations under the new notes once
the conditions to release the funds from the escrow are satisfied.


LIFECARE HOLDINGS: To Acquire HealthSouth's Acute Care Hospitals
----------------------------------------------------------------
LifeCare Holdings, Inc., has entered into a definitive agreement
to acquire all of HealthSouth Corporation's long term acute care
hospitals, totaling 414 licensed beds in five states.  The
facilities are located in Sarasota, FL; the Louisiana communities
of Farmerville, Homer, and Ruston; Las Vegas, NV; Mechanicsburg
and Monroeville, PA; and Houston, TX.  The transaction is subject
to customary closing conditions, including regulatory approval and
third party consents, and is expected to close in the third
quarter.

LifeCare currently has operations in four of the five states in
which the hospitals are located, providing opportunities to
increase market share and strengthen referral and payor
relationships. Upon completion of this transaction, LifeCare will
operate 28 LTACHs in ten states.

"Our company's primary focus is the operation of long-term acute
care hospitals," said LifeCare Chairman and Chief Executive
Officer Phillip B. Douglas.  "We look forward to working with the
dedicated clinical teams in these facilities and building upon the
outstanding reputation these hospitals enjoy in their respective
communities.

"In acquiring these hospitals from HealthSouth, we are not only
expanding our network of facilities, but also enhancing our
workforce of highly trained, compassionate caregivers," said
Douglas.  "We look forward to sharing best practices across all of
our hospitals and continuing to advance care for medically complex
patients who require intensive treatment over an extended period
of time."

LifeCare does not plan to eliminate any services at the hospitals,
and has committed to hiring all employees in good standing at the
time the transaction is complete.

The total consideration that HealthSouth will receive at closing
will be $120 million, less the value of any working capital not
being acquired by LifeCare.  The transaction is expected to be
financed by additional drawings under LifeCare's senior secured
credit facility and by proceeds generated from the anticipated
sale of the real estate assets associated with five of the
acquired hospitals.  The transaction is expected to be immediately
deleveraging to LifeCare Holdings' balance sheet on a pro forma
basis.

Founded in 1992 to provide a better chance at recovery for
patients with severe injuries or acute illnesses, LifeCare is a
leader in the delivery of long term acute hospital services.
Douglas serves as board president of the Acute Long Term Hospital
Association (ALTHA), and LifeCare National Medical Director T.
Brian Callister, M.D., is the immediate past chairman of the ALTHA
Clinical Policy Committee.

Along with ALTHA and the American Hospital Association, LifeCare
has been actively involved in championing efforts to establish
patient and facility LTACH certification criteria to better define
the appropriate role of LTACHs in the post-acute continuum.

A full-text copy of the Asset Purchase Agreement is available for
free at http://is.gd/9QkPqD

                      About LifeCare Holdings

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

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

                           *     *     *

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

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

As reported by the TCR on May 26, 2011, Standard & Poor's Rating
Services affirmed its 'CCC-' corporate credit rating and its
senior subordinated debt rating on Plano, Texas-based LifeCare
Holdings Inc.  "The low-speculative-grade rating on LifeCare
reflects its narrow focus in a competitive business heavily
reliant on uncertain Medicare reimbursement," said Standard &
Poor's credit analyst David Peknay, "and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity, and very high debt level."


LITHIUM TECHNOLOGY: Incurs $3.46 Million Net Loss in March Qtr.
---------------------------------------------------------------
Lithium Technology Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $3.46 million on $2.27 million of product and services
sales for the three months ended March 31, 2011, compared with a
net loss of $1.90 million on $1.71 million of product and services
sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $9.96
million in total assets, $36.06 million in total liabilities and a
$26.10 million total stockholders' deficit.

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

                        http://is.gd/VRaOsZ

                           Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

In the Form 10-Q, the Company acknowledged that as of March 31,
2011, it had an accumulated deficit of approximately $158,555,000.
The Company has financed its operations since inception primarily
through equity financings, loans from shareholders and other
related parties, loans from silent partners and bank borrowings
secured by assets.  The Company has recently entered into a number
of financing transactions and are continuing to seek other
financing initiatives.  The Company will need to raise additional
capital to meet its working capital needs and to complete its
product commercialization process.  Such capital is expected to
come from the sale of securities and debt financing.  Continuation
of the Company's operations in the future is dependent upon
obtaining consent from the lenders to extend the respective
maturity date of the debentures.

                     About Lithium Technology

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

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

                      $7 Mil. Funding Needed

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


LYONDELL CHEMICAL: Moody's Raises CFR to Ba2; Outlook Stable
------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
(CFR) of LyondellBasell Industries N.V. (LYB) to Ba2 from Ba3
following the company's recent announcement that independent
directors now constitute a majority of its Board. Moody's also
affirmed LYB's Speculative Grade Liquidity Rating at SGL-1. The
rating outlook is stable.

"LyondellBasell continues to outperform our expectations due to
strong demand and advantaged feedstocks, resulting in extremely
strong financial metrics," stated John Rogers Senior Vice
President at Moody's, "this level of performance appears to be
sustainable over the next few years.

Moody's concurrently raised LYB's guaranteed senior secured first
lien term loan and notes to Ba1 from Ba2, and its guaranteed
senior secured third lien notes to Ba3 from B2.

RATINGS RATIONALE

LyondellBasell's Ba2 CFR reflects its limited operating history
post-bankruptcy and its secured debt capital structure.
Additionally, the Ba2 rating reflects the perception of elevated
event risk due to the concentration of share ownership and Board
representation by Apollo Management and Access Industries. These
two entities, their affiliates and representatives control roughly
45% of the shares outstanding and 5 of the 11 board seats. While
debtholders are protected by contractual provisions in the credit
facility and the notes outstanding, Moody's views the large board
representation by two financial entities as potentially
detrimental to the longer term interests of creditors.

The main concern for the company is that as they evolve to a
capital structure that is more suitable for an investment grade
company (primarily senior unsecured debt in the capital
structure), the contractual provisions that protect debtholders
will typically disappear. If at that point Apollo still maintains
a large presence on the Board and its representatives control key
positions like the chairmanship, Moody's concern over potential
event risk could outweigh the company's investment grade credit
profile.

The Ba2 ratings are supported by the company's large size,
operational diversity, significant vertical integration, leading
market positions in key commodities, and a management team with a
track record of conservative financial management in the
petrochemical industry. These factors will likely provide upside
to the rating over time. Management has stated that it is seeking
to achieve an investment grade rating and that it will take
additional steps to further reduce its secured debt over time.
Moody's noted that LYB has an investment grade Business Profile
according to Moody's Chemicals Industry Methodology.

The stable outlook assumes that management will continue to
maintain a conservative balance sheet. A positive rating move
could be considered should the representation of its two largest
shareholders fall below 40% and an independent board member
becomes chairman. A potential upgrade assumes that management
policies and industry conditions remain supportive of the higher
rating and that management successfully continues their
restructuring initiatives.

U.S. feedstock prices are likely to continue to have a positive
impact on LYB's financial performance over the next several years,
as U.S. exploration and production companies focus their drilling
on wet gas and mid-stream companies build more pipelines and
fractionation capacity. Moody's expects the price of ethane
relative to natural gas prices to decline over the next two years
as new fractionation capacity is brought online and pipeline
projects are completed. Ethane currently trades at a significant
premium (>150%) to natural gas, but is less than half the cost of
naphtha. Moody's expects that the ethane premium in the U.S. will
fall back to more reasonable levels by 2012 due to increased
ethane supplies on the Gulf Coast. The U.S. feedstock advantage is
expected to allow LYB to maintain solid margins in its U.S.
olefins business over the next several years. The combination of
good margins in U.S. olefins and a recovery in refining margins
should allow LYB to generate a meaningful level of free cash flow
in 2011 despite elevated capex and significant increases in
working capital.

LYB's SGL-1 rating reflects the company's very good liquidity with
a large cash balance that is expected to remain above $4 billion,
the expectation that LYB will generate strong earnings and
additional cash through 2011, very limited use of the ABL revolver
and no covenants (the ABL expires in 2014 and currently has no
covenants unless availability falls below $250 million).

Ratings upgraded:

   LyondellBasell Industries N.V. (Guarantor of the rated debt)

   -- Corporate Family Rating to Ba2 from Ba3

   -- Probability of Default Rating to Ba2 from Ba3

   Lyondell Chemical Company

   -- Guaranteed Senior Secured 1st lien term loan to Ba1(LGD
      3/35%) from Ba2(LGD 3/37%)

   -- Guaranteed Senior Secured 1st lien notes to Ba1(LGD 3/35%)
      from Ba2(LGD 3/37%)

   -- Guaranteed Senior Secured 3rd lien notes to Ba3(LGD 4/66%)
      from B2(LGD 5/81%)

Ratings affirmed:

   LyondellBasell Industries N.V.

   -- Speculative Grade Liquidity Rating at SGL-1

The principal methodologies used in rating LyondellBasell was
Global Chemical Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

LyondellBasell Industries N.V. is one of the world's largest
independent petrochemicals companies. LYB is a leading
manufacturer of olefins, polyolefins, propylene oxide and related
derivatives; it also has a large global licensing and catalyst
business (primarily related to polyolefins production
technologies). LYB also has two refineries with a total capacity
of over 370 thousand barrels per day. LYB had revenues of roughly
$43.6 billion for the last four quarters ending March 31, 2011.


M-WISE INC: Incurs $248,664 Net Loss in First Quarter
-----------------------------------------------------
m-Wise, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
and comprehensive loss of $248,664 on $789,414 of sales for the
three months ended March 31, 2011, compared with a net loss and
comprehensive loss of $147,998 on $914,519 of sales for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $700,814 in
total assets, $2.24 million in total liabilities and a $1.54
million total stockholders' deficit.

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

                        http://is.gd/zTmbaG

                         About m-Wise, Inc.

Based in Herzeliya Pituach, Israel, m-Wise, Inc. is a Delaware
corporation that develops interactive messaging platforms for
mobile phone-based commercial applications, transactions, and
information services with internet billing capabilities.

The Company's wholly-owned subsidiaries are: m-Wise Ltd., which is
located in Israel and was incorporated in 2000 under the laws of
Israel; and m-Wise Tecnologia LTDA., which is located in Brazil
and was incorporated in 2009 under the laws of Brazil.

The Company reported a net loss and comprehensive loss of $1.94
million on $2.76 million of sales for the year ended Dec. 31,
2010, compared with net earnings and comprehensive income of
$82,985 during the prior year.

As reported by the TCR on April 7, 2011, SF Partnership, LLP, in
Toronto, Canada, expressed substantial doubt about the Company's
ability to continue as a going concern, following its 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations.


MADISON HOTEL: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Madison Hotel, LLC
        440 West 41st Street
        New York, NY 10036

Bankruptcy Case No.: 11-12560

Chapter 11 Petition Date: May 27, 2011

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

Judge: Martin Glenn

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

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

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Madison Hotel Owners, LLC             11-12334            05/16/11

Debtor's List of 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Chaim Cohen                        --                     $750,000
5126 Etiwanda Avenue
Tarzana, CA 91356

Goldberg & Rimberg PLLC            --                     $135,000
115 Broadway, Suite 302
New York, NY 10006-1632

Shlomo Segev                       --                      $80,000
450 East 83 Street, Unit 3E
New York, NY 10028

CBIZ MHM, LLC                      --                      $65,000

Strook, Strook, & Lavan            --                      $60,000

Ballard Rosenberg Golper Savit     --                      $15,595

Sandia Travel Marketing            --                       $6,231

Prestige Cleaners                  --                       $1,428

Pastries Unlimited                 --                         $163

Corporate Coffee                   --                         $108

Poland Spring Water                --                          $91


MARKET STREET: Wants Plan Filing Exclusivity Until June 23
----------------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana to extend its exclusive periods
to file and solicit acceptances for the proposed plan of
reorganization until June 23, 2011, and Aug. 22, respectively.

This is the Debtor's third request for extension of exclusive
periods.  The Debtor filed their request for an extension before
the exclusive periods was set to expire on May 2

The Debtor needs additional time to prepare and complete the
preparation of a viable plan of reorganization.

The Debtor is represented by:

         Stewart F. Peck, Esq.
         Christopher T. Caplinger, Esq
         Benjamin W. Kadden, Esq.
         Joseph P. Briggett, Esq.
         601 Poydras Street, Suite 2775
         New Orleans, LA 70130
         Tel: (504) 568-1990
         Fax: (504) 310-9195
         E-mail: speck@lawla.com
                ccaplinger@lawla.com
                bkadden@lawla.com
                krito@lawla.com

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company disclosed
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.

Cupkovic Architecture LLC serves as the Debtor's architect; and
Patrick J. Gros, CPA, as accountant.  No trustee or examiner has
been appointed in the case.


MATCHES, INC: Reports $813,100 Net Income in First Quarter
----------------------------------------------------------
Matches, Inc., filed its quarterly report on Form 10-Q, reporting
net income of $813,118 on $18.8 million of sales for the three
months ended March 31, 2011, compared with net income of $675,154
on $10.9 million of sales for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$62.0 million in total assets, $46.1 million in total liabilities,
and stockholders' equity of $15.9 million.

As of March 31, 2011, and Dec. 31, 2010, the Company had negative
working capital of $6.3 million and $6.1 million.

As reported in the TCR on April 11, 2011, Bernstein & Pinchuk,
LLP, in New York, expressed substantial doubt about Matches,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has negative working capital as of Dec. 31, 2010, and
2009.

A copy of the Form 10-Q is available at http://is.gd/BKcfex

Based in Taicang City, Jiangsu Province, China, Matches, Inc.
(MTXS.OB) was incorporated pursuant to the laws of the State of
Wyoming on Nov. 28, 2007.  The Company is a chemical fiber
manufacturer of polyester fibers with operations based in Suzhou,
Jiangsu Province.  The Company commenced operations in 2001.  The
products the Company manufactures are of two major chemical fiber
categories, Pre-Oriented Yarn ("POY") and Draw Texturing Yarn
("DTY").  These products are widely used to produce a variety of
textile products for both home use and industrial use.


MEDICAL BILLING: Reports $27,576 Net Income in Q1 2011
------------------------------------------------------
Medical Billing Assistance, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $27,576 on $311,197 of rental
revenue for the three months ended March 31, 2011, compared with
net income of $53,613 on $284,712 of rental revenue for the same
period last year.

The increase in revenue of $26,485, or 9.3%, is primarily
attributable to an increase in revenue generated by added tenants
and escalation increases from the Company's Marina Towers.

The Company's balance sheet at March 31, 2011, showed $4.7 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $1.1 million.

Ronald R. Chadwick, P.C., in Aurora, Colo., expressed substantial
doubt about 's ability to continue as a going concern, following
the Company's 2010 results.  Mr. Chadwick noted that the Company
has a working capital and stockholders' deficit.

A copy of the Form 10-Q is available at http://is.gd/Pef6xf

Melbourne, Fla.-based Medical Billing Assistance, Inc., was
incorporated in the State of Colorado on May 30, 2007, to act as a
holding corporation for I.V. Services Ltd., Inc. ("IVS"), a
Florida corporation engaged in providing billing services to the
medical community.  IVS was incorporated in the State of Florida
on Sept. 28, 1987.

On Dec. 29, 2010, the Company entered into a Share Exchange
Agreement with FCID Medical, Inc., a Florida corporation and FCID
Holdings, Inc., a Florida corporation, and the shareholders of
FCID.  Pursuant to the terms of the Share Exchange Agreement, the
FCID Shareholders exchanged 100% of the outstanding common stock
of FCID for a total of 40,000,000 shares of common stock of the
Company, resulting in FCID Medical and FCID Holdings being 100%
owned subsidiaries of the Company.

All of the Company's operations are conducted out of its wholly-
owned subsidiaries: IVS, FCID Medical and FCID Holdings.  The
Company has real estate holdings through FCID Holdings, Inc.,
under which Marina Towers, LLC, is wholly-owned subsidiary.


MEDCLEAN TECHNOLOGIES: Appoints Robert Hockett to Board
-------------------------------------------------------
MedClean Technologies, Inc., entered into a Director Agreement
with Robert Hockett, pursuant to which Hockett was appointed to
the Company's board of directors.  The term of the Director
Agreement is from May 19, 2011, through the Company's next annual
stockholders' meeting.  The Director Agreement may, at the option
of the Board, be automatically renewed on such date that Hockett
is re-elected to the Board.  Under the Director Agreement, Mr.
Hockett is to be paid 5,000,000 stock options on an annual basis
which vest quarterly.

Mr. Hockett, age 43 , is a member of the Company's Board.  Mr.
Hockett is currently the President and Founder of Southern Wealth
Management, Inc. (DBA Cambridge Southern Financial Advisors), a
wealth management firm specializing in working with healthcare
professionals, senior executives and business owners.  He heads up
the licensed professional and business owner advisory groups at
Cambridge Southern.  He has served in this role since 1996.  Mr.
Hockett is also a Principal with Cambridge Business Consulting
Group, LLC - started in 2006 to assist private business owner
clients with sales of $5M to $200M in designing and implementing
their owner exit plans.  Prior to joining Cambridge Southern full
time, from April 1993 to May 1999, Mr. Hockett worked at First
Security Bank and Wachovia Bank, NA, as an assistant vice
president in the bank's Private Financial Advisory Group, working
in all aspects of personal and commercial banking for high net
worth business owners and their professional practices.  Mr.
Hockett is a Registered Member of the National Association of
Personal Financial Advisors, a selective association of fee-only
financial advisors, the National Association of Tax Professionals,
and the Financial Planning Association.  He has been featured, had
clients featured, or quoted in publications such as the Washington
Post, Medical Economics, Smart Money, Financial Advisory, Fast
Company, Physicians Advisory, Investment Advisor, the Smart Money
Guide to Real Estate Investment, the Complete Lawyer, Atlanta
Magazine, Atlanta Business Chronicle, Business Week Online, and
INC Magazine.  Mr. Hockett received his BA in International
Relations from Brigham Young University.

Mr. Hockett does not have a family relationship with any of the
officers or directors of the Company.

                    About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.

The Company's balance sheet at March 31, 2011, showed $1.8 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $295,325.

As reported in the TCR on April 6, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, Utah, expressed substantial
doubt about the MedClean Technologies' ability to meet
its obligations and to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial recurring losses.


MERUELO MADDUX: Wants to Sell Real Property for $2.8 Million
------------------------------------------------------------
BankruptcyData.com reports that reports that Meruelo Maddux
Properties filed with the U.S. Bankruptcy Court a motion for (1)
authority to sell real property located at 905 East 8th Street,
Los Angeles, California, (2) authority to assume and assign
unexpired leases and (3) waiver of stay per F.R.B.P. 6004(h) and
6006(d).  BData says the property is being sold for $2,800,000,
and the prospective buyer is Steve Lee and/or his assignee. There
is no hearing scheduled at this time.

                         About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
John N. Tedford, IV, Esq., and Enid M. Colson, Esq., at Danning
Gill, Diamond & Kollitz, LLP, in Los Angeles, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


METROPARK USA: Two Buyers Offer $1.7MM at Auction for Leases
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Perry Ellis Menswear LLC and
Cotton On Group emerged as victors in an auction for Metropark USA
Inc.'s leases in two deals that would bring the liquidating
retailer a total of nearly $1.7 million.

                         About Metropark USA

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

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

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


MOMENTIVE SPECIALTY: Gets $199.6MM Revolving Facility Commitments
-----------------------------------------------------------------
Momentive Specialty Chemicals Inc. entered into an incremental
amendment to its senior secured credit facility whereby certain
revolving facility lenders agreed to make approximately $199.6
million of revolving facility commitments available for revolving
facility loans under the Company's senior secured credit facility.
The incremental amendment and the new revolving commitments will
become effective, subject to customary conditions, upon the
May 31, 2011, maturity of the existing revolving credit facility,
and the new revolving commitments will mature 91 days prior to the
maturity date of the term loans under the senior secured credit
facility, which is May 5, 2013.  The new revolving loans, which
cannot be drawn until the existing revolving credit facility
matures, will bear interest at a rate of LIBOR plus 4.50%.  The
terms and conditions of the Company's existing revolving credit
facility will remain in full force and effect and have not been
altered by these new commitments, including but not limited to the
interest rate.

A full-text copy of the Third Incremental Facility Amendment is
available for free at http://is.gd/dEdO4G

                     About Momentive Specialty

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

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

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


MONEYGRAM INT'L: Consummates Recapitalization Transaction
---------------------------------------------------------
MoneyGram International, Inc., consummated its previously
announced recapitalization transaction pursuant to the
Recapitalization Agreement, dated as of March 7, 2011, as amended,
by and among the Company, certain affiliates and co-investors of
Thomas H. Lee Partners, L.P., and certain affiliates of Goldman,
Sachs & Co.  In connection with the closing of the
Recapitalization, on May 18, 2011, MoneyGram Payment Systems
Worldwide, Inc., as borrower, and the Company entered into a
Credit Agreement with Bank of America, N.A., as administrative
agent, the financial institutions party thereto as lenders and the
other agents party thereto.  The Credit Agreement provides for (i)
a senior secured five-year revolving credit facility that may be
used for revolving credit loans, swingline loans and letters of
credit up to an aggregate principal amount of $150 million and
(ii) a senior secured six and one-half year term loan facility up
to an aggregate principal amount of $390 million.  The proceeds of
the Term Credit Facility were used to repay in full outstanding
indebtedness under Worldwide's and the Company's existing credit
facility with JPMorgan Chase Bank, N.A., as administrative agent,
and to make certain cash payments to the Investors at the closing
provided for in the Recapitalization Agreement, and will also be
used to pay certain costs, fees and expenses relating to the
Recapitalization and for general corporate purposes.  The proceeds
of the Revolving Credit Facility will be used for general
corporate purposes.

The Revolving Credit Facility and the Term Credit Facility will
each permit both base rate borrowings and LIBOR borrowings, in
each case plus a spread above the base rate or LIBOR rate, as
applicable.  With respect to the Credit Facility, the spread for
base rate borrowings will be either 2.00% or 2.25% per annum and
the spread for LIBOR borrowings will be either 3.00% or 3.25% per
annum.  The LIBOR rate for the Term Credit Facility will at all
times be deemed to be not less than 1.25%.

The Credit Agreement is secured by substantially all of the assets
of the Company and its material domestic subsidiaries that
guarantee the payment and performance of Worldwide's obligations
under the Credit Agreement.

The Credit Agreement contains certain representations and
warranties, certain events of default and certain negative
covenants, including, without limitation, limitations on liens,
asset sales, consolidations and mergers, acquisitions,
investments, indebtedness, transactions with affiliates and
payment of dividends.  The Credit Agreement also requires the
Company and its consolidated subsidiaries to maintain a minimum
interest coverage ratio and to not exceed a maximum leverage
ratio.

Pursuant to the Recapitalization Agreement, on May 18, 2011, the
Company and the Investors entered into Amendment No. 1 to the
Registration Rights Agreement, dated as of May 25, 2008, by and
among the Company and the Investors, to, among other things, give
the Investors registration rights with respect to the Common Stock
and Series D Preferred Stock issued in the Recapitalization.

On May 18, 2011, in connection with the Company's entering into
the Credit Agreement, the Company repaid in full all outstanding
indebtedness under, and terminated all of the lenders' commitments
to extend credit under, the Second Amended and Restated Credit
Agreement, dated as of March 25, 2008, among the Company,
Worldwide, the lenders party thereto and JP Morgan Chase Bank,
N.A., as administrative agent and as collateral agent.  JPM acted
as a joint lead arranger for the Credit Agreement, and certain
lenders that were party to the Previous Credit Agreement are party
to the Credit Agreement.  All liens and security interests granted
by the Company and its subsidiaries to secure their obligations
under the Previous Credit Agreement were automatically released
upon such repayment.

The Company held a special meeting of the stockholders on May 18,
2011, to approve certain matters relating to the Recapitalization.
At the Annual Meeting, Stockholders approved:

   (1) the Recapitalization Agreement and (ii) the issuance of the
       additional shares of common stock issuable directly to the
       THL Investors at the closing of the Recapitalization and
       the issuance of the shares of common stock issuable upon
       the conversion, in certain circumstances by holders other
       than the GS Investors or their affiliates, of the
       additional shares of Series D Preferred Stock issuable
       directly to the GS Investors at the closing of the
       Recapitalization;

   (2) the amendment to the Certificate of Incorporation to remove
       the GS Investors' right to designate a director to serve on
       the Company's board of directors; and

   (3) an adjournment of the Special Meeting, if necessary or
       appropriate, to permit solicitation of additional proxies
       in favor of the proposals.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: Goldman Sachs Discloses 30.3% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Goldman Sachs Group, Inc., and its
affiliates disclosed that they beneficially own 173,207,291 shares
of common stock of MoneyGram International, Inc., representing
30.3% of the shares outstanding.  The calculation of percentage
ownership is based upon a total of 571,501,322 shares of Common
Stock outstanding, which is the sum of (a) 398,311,755 shares of
common stock outstanding as of May 18, 2011, as set forth in the
Company's Current Report on Form 8-K, filed May 23, 2011, plus (b)
173,189,567 shares of Common Stock issuable upon the conversion by
a holder other than the Reporting Persons or their affiliates,
subject to certain limitations, of the 173,189.5678 shares of
Series D Participating Convertible Preferred Stock of the
Company's issued to the Reporting Persons pursuant to the
Recapitalization Agreement.  The shares of Series D participating
Convertible Preferred Stock held by the Reporting Persons do not
vote as a class with the Common Stock.  A full-text copy of the
regulatory filing is available for free at http://is.gd/i6DnNV

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: Thomas H. Lee Discloses 55.0% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas H. Lee Advisors, LLC, and its
affiliates disclosed that they beneficially own 314,601,233 shares
of common stock of MoneyGram International, Inc., representing
55.0% of the shares outstanding.  This percentage is calculated
using a fraction, the numerator of which is the number of shares
of common stock that may be deemed to be beneficially owned by the
Reporting Person, and the denominator of which is 571,501,322.  A
full-text copy of the regulatory filing is available at no charge
at http://is.gd/NeQjjK

                    About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: Silver Point Discloses 1.6% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Silver Point Capital, L.P., and its
affiliates disclosed that they beneficially own 6,355,581 shares
of common stock of MoneyGram International, Inc., representing
1.6% of the shares outstanding.  This percentage is based on
398,311,755 outstanding shares of the Company's common stock as of
May 23, 2011.  In addition, the Company has outstanding
173,189.5678 shares of Series D Stock.  If the outstanding shares
of Series D Stock were converted into shares of Common Stock, an
additional 173,189,567 shares of Common Stock would be
outstanding.  In that event, the ownership percentage of the
Reporting Persons would be 1.1%.` A full-text copy of the filing
is available for free at http://is.gd/KZt75G

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MORGANS HOTEL: Nine Directors Elected at Annual Meeting
-------------------------------------------------------
At the Morgans Hotel Group Co.'s Annual Meeting of Stockholder
held on May 18, 2011, four proposals were submitted to a vote of
the Company's stockholders.  Stockholders elected nine directors
to service on the Company's Board of Directors for a term that
ends at the 2012 Annual Meeting of Stockholders:

   (1) David T. Hamamoto
   (2) Michael Gross
   (3) Ronald W. Burkle
   (4) Robert Friedman
   (5) Jeffrey M. Gault
   (6) Thomas L. Harrison
   (7) Jason T. Kalisman
   (8) Edwin L. Knetzger, III
   (9) Michael D. Malone

The stockholders ratified the appointment of BDO USA, LLP, as the
Company's independent registered public accounting firm for 2011.

The stockholders approved, by an advisory vote, the compensation
paid to the Company's named executive officers.

The stockholders voted on holding future advisory votes on
executive compensation every year.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at March 31, 2011, showed
$692.76 million in total assets, $721.93 million in total
liabilities, and a $29.17 million total deficit.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.


MXENERGY HOLDINGS: Reports $17.15MM Net Income in March 31 Qtr.
---------------------------------------------------------------
MxEnergy Holdings Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $17.15 million on $294.83 million of sales of natural gas and
electricity for the three months ended March 31, 2011, compared
with net income of $5.26 million on $233.63 million of sales of
natural gas and electricity for the same period during the prior
year.  The Company also reported net income of $19.42 million on
$528.01 million of sales of natural gas and electricity for the
nine months ended March 31, 2011, compared with net income of
$13.25 million on $462.37 million of sales of natural gas and
electricity for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $210.07
million in total assets, $102.66 million in total liabilities and
$107.41 million in total stockholders' equity.

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

                        http://is.gd/FKEpEf

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD'
probability of default ratings from  Moody's Investors Service.


NEW YORK METS: In Talks for $200MM Infusion From Hedge Fund
-----------------------------------------------------------
Matthew Futterman, Steve Eder and Gregory Zuckerman, writing for
The Wall Street Journal, report that hedge-fund manager David
Einhorn said Thursday he agreed to pay $200 million for a minority
stake in the New York Mets baseball club, a move that would
provide a boost to the franchise but doesn't appear to offer an
obvious path to profits for Mr. Einhorn.

Mr. Einhorn is the president of Greenlight Capital Inc.

The Journal relates that the Mets, who borrowed $25 million from
Major League Baseball last year, are expected to lose as much as
$70 million this year, according to people familiar with the
team's finances.  They also are carrying some $425 million in
debt.  A person close to the deal said the investment by Mr.
Einhorn values the team at about $1 billion including debt and
obligations.

In a separate report, The Wall Street Journal, citing an unnamed
person involved with the sales process, says Mr. Einhorn's $200
million agreement to buy a minority stake in the Mets is
essentially a loan that could allow him to buy a controlling stake
after three years.  Mr. Einhorn would receive 33% of the team for
$200 million.  The Mets are carrying about $425 million in debt,
bringing the team's value to roughly $1 billion, the Journal said,
citing an unnamed person familiar with the matter. In three years,
Mr. Einhorn would have the right to buy an additional 27% of the
Mets based on the $1 billion valuation, a move that would make him
majority owner.

Mets owner Fred Wilpon can turn down that offer, the report said.
However, if he does, he must repay Mr. Einhorn the $200 million
investment and allow him to keep his one-third share in the Mets,
according to the report.  Under that scenario, Mr. Einhorn would
earn the equivalent of more than $330 million in interest on a
three-year loan of $200 million.

As reported by the Troubled Company Reporter, the trustee
liquidating Bernard L. Madoff Investment Securities Inc. commenced
a $1 billion lawsuit in bankruptcy court against Fred Wilpon,
Sterling Equities Inc., the owners of the New York Mets baseball
club and Wilpon's friends, family, and associates.  The trustee is
aiming to recover $300 million in fictitious profits and $700
million in principal he said the Wilpon group was able to take out
of the Madoff firm before the fraud surfaced publicly.  The Wilpon
group has sought dismissal of the complaint, arguing they were
"victims" who were "defrauded by Madoff" and "never should have
been targeted by the trustee."

In February 2011, former New York Gov. Mario Cuomo was appointed
to mediate the legal dispute between the Mets owners and trustee
Irving Picard.


NORTH AMERICAN TECH: Hires Speer & Associates as Tax Accountant
---------------------------------------------------------------
North American Technologies Group, Inc., has obtained
authorization from the U.S. Bankruptcy Court for the Eastern
District of Texas in Marshall to employ:

         M.L. Speer
         Speer & Associates, Ltd.
         Dallas, TX 75240

as tax accountants to aid the Debtors in tax related matters,
including filing certain tax returns for tax years 2009, 2010, and
2011, and prepare any bookkepping and adjusting entries necessary
in connection with the preparation of the tax returns.  The
Debtors will compensate Speer with a flat fee of $12,000 for the
services provided, and this fee will include any and all expenses
incurred in preparation of the tax returns.

                About North American Technologies

Marshall, Texas-based North American Technologies Group, Inc.,
filed for Chapter 11 protection on March 18, 2010 (Bankr. E.D.
Texas Case No. 10-20071).  The Company estimated its assets and
debts at $10 million to $50 million.

The Debtor's affiliate, TieTek, LLC (Case No. 10-20072) filed a
separate Chapter 11 bankruptcy petition on March 18, 2010,
estimating $10 million to $50 million in assets and $50 million to
$100 million in debts.


NORTHGATE PROPETIES: Court OKs Hiring of Darby Law as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy of Nevada has approved the retention and
employment of Kevin A. Darby, Esq. of Darby Law Practice, Ltd. as
counsel to Northgate Properties, Inc.

Reno, Nevada-based Northgate Properties, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on
Feb. 14, 2011.  In its schedules, the Debtor disclosed $12,053,476
in assets and $5,811,393 in liabilities as of the petition date.


NORTHPORT NETWORK: Posts $219,200 Net Loss in First Quarter
-----------------------------------------------------------
Northport Network Systems, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $219,248 on $93 of revenue
for the three months ended March 31, 2011, compared with a net
loss of $74,407 on $1 of revenue for the three months ended
March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$1.4 million in total assets, $1.6 million in total liabilities,
all current, and a stockholders' deficit of $232,351.

Samuel H. Wong & Co., LLP, in San Mateo, Calif., expressed
substantial doubt about Northport Network Systems' ability to
continue as a gong concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
substantive losses and has difficulty to maintain sufficient
working capital activities.

A copy of the Form 10-Q is available at http://is.gd/PJ9lf0

Seattle, Wash.-based Northport Network Systems, Inc., conducts
business in China through a Wholly Owned Foreign Enterprise
("WOFE") subsidiary, Dalian Beigang Information Industry
Development Company Limited, which developed a digital photo
processing kiosk technology, which operates under the trade name
"Colorstar".

During 2010 the Company commenced development of an e-commerce
website known as UrMart.net which the Company intends to test
launch as early as in the summer of 2012 and generate revenues
from sales made through the site.  The website UrMart.net was at
its trial stage at the end of 2010.  UrMart is an online trading
platform designed for registered shopping guide members and is
also an online shopping platform for the general buying public.

Currently, all operations of Colorstar are suspended.  The Company
is re-evaluating its digital photo processing technology business
and considering ways to re-shape its technology and business model
with view towards long term commercial success.


OLDE PRAIRIE: Wants Until August 31 to Propose Chapter 11 Plan
--------------------------------------------------------------
Olde Prairie Block Owner, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas extend until Aug. 31, 2011, the
time to file the proposed chapter 11 plan and complete the Capital
Raise that will be discussed in its Disclosure Statement.

The Debtor's exclusive period expired on May 27.

The Debtor related that as of May 5, it was unable to move forward
with its efforts to obtain new market tax credits.  The Debtor
tapped Alan Kennard at Wildman, Harrold, Allen & Dixon LLP, to
assist with its efforts to secure new market tax credits
including the necessary tax credit applications and securing tax
credits for the development project.

Mr. Wildman will also assist Debtor with the necessary
applications for the funds and ensure that other requirements are
met to obtain these available tax credits.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  The Debtor is
represented by John E. Gierum, Esq., at Gierum & Mantas, and John
Ruskusky, Esq., George R. Mesires, Esq., and Nile N. Park, Esq.,
at Ungaretti & Harris LLP.  The Debtor estimated assets of
$100 million to $500 million and liabilities of $10 million to
$50 million at the time of the filing.  The Debtor filed a Chapter
11 plan on Sept. 11, 2010.  A copy of that plan is available at
http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no charge.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this case


OPEN SOLUTIONS: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Open Solutions,
Inc., is a borrower traded in the secondary market at 86.85 cents-
on-the-dollar during the week ended Friday, May 27, 2011, a drop
of 0.65 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 212.5 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 18,
2014, and carries Moody's B1 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
203 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Headquartered in Glastonbury, Conn., Open Solutions, Inc., is a
privately held provider of core data processing and information
management software solutions for financial institutions including
community banks / thrifts and credit unions.  In January 2007, the
company was acquired by The Carlyle Group and Providence Equity
Partners in a leveraged transaction of roughly $1.4 billion
including the assumption of debt.


OPTIMUMBANK HOLDINGS: Gets Non-Compliance Notice from Nasdaq
------------------------------------------------------------
OptimumBank Holdings, Inc., on May 17, 2011, received a written
notice from the Listing Qualifications Staff of The Nasdaq Stock
Market notifying the Company that it fails to comply with Nasdaq's
Listing Rule 5550(b)(1) because its stockholders' equity fell
below the minimum $2,500,000 requirement for continued listing on
the Nasdaq Capital Market.  The Company reported stockholders'
equity at March 31, 2011, of $1,678,000.  The Company will be
provided 45 calendar days, or until July 1, 2011, to submit a plan
to regain compliance with the Rule.  If the Company's plan is
accepted, the Staff can grant an extension of up to 180 calendar
days, or until Nov. 13, 2011, to evidence compliance.  In
determining whether to accept the Company's plan, the Staff will
consider such things as the likelihood that the plan will result
in compliance with Nasdaq's continued listing criteria, the
Company's past compliance history, the reasons for the Company's
current non-compliance, other corporate events that may occur
within the Staff's review period, the Company's overall financial
condition and its public disclosures.  If the Staff does not
accept the Company's plan, the Company may appeal the Staff's
determination to a Hearings Panel.  If the Company does not regain
compliance within the time period provided by all applicable Staff
extensions, Staff will immediately issue a Staff Delisting
Determination indicating the date on which the Company's shares
will be suspended unless the Company requests review by a Hearings
Panel.

The Company is currently conducting a private placement offering
of its common stock intended to increase the Company's
stockholders' equity.  The completion of the offering is
contingent upon the sale of a minimum of 2.5 million shares at
$2.00 per share, or $5 million in gross proceeds, as well as
shareholder approval of the offering and an increase in the number
of authorized common shares.  The offering is expected to be
completed on or before Aug. 31, 2011; however, there can be no
assurance that the offering will be successful.

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

As reported by the TCR on April 20, 2011, Hacker, Johnson & Smith
PA, in Fort Lauderdale, Florida, noted that the Company's
operating and capital requirements, along with recurring losses
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed $183.80
million in total assets, $182.12 million in total liabilities and
$1.67 million in total stockholders' equity.


OUTSOURCE HOLDINGS: Appoints Anthony J. Pacchia as Ch. 11 Examiner
------------------------------------------------------------------
The Bankruptcy Court for the Northern District of Texas appointed
Anthony J. Pacchia as examiner in the Chapter 11 case of
Outsource Holdings, Inc.

William T. Neary, U.S. Trustee for Region 6, selected Mr. Pacchia
after consulting with counsel for the Debtor, Jeff Prostok and
Lynda Lankford, counsel for Tricadia CDO Management, LLC, William
Heuer and Steve Goodwin and counsel for First Bank Lubbock
Bancshares, Inc., Andrew Jillson.

On May 5, 2011, the court ordered the U.S Trustee to appoint an
examiner for the Debtor's case.

Mr. Pacchia can be reached at 120 West 45th Street, Sixth Floor,
New York City.

The U.S. Trustee can be reached at:

         Elizabeth Ziegler, Esq.
         Office of the United States Trustee
         1100 Commerce Street, Room 976
         Dallas, TX 75242
         Tel: (214) 767-8967

                      About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset is its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

Outsource Holdings filed for Chapter 11 bankruptcy protection on
April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938).  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  The Debtor disclosed $10,571,121 in
assets and $13,887,431 in liabilities as of the Chapter 11 filing.


PENSKE AUTOMOTIVE: S&P Affirms CCR at 'B+'; Outlook is Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Bloomfield Hills, Mich.-based Penske Automotive Group Inc. to
positive from stable and affirmed the ratings, including the 'B+'
corporate credit rating.

"The outlook revision reflects our opinion that we could raise
Penske's rating by one notch in the year ahead," said Standard &
Poor's credit analyst Nancy Messer, "if the company continues to
reduce debt and expand EBITDA as it has in the past year during
which new vehicle sales have stabilized in the U.S." There is a
one in three likelihood of an upgrade, which would require
somewhat improved credit measures.

"We believe that Penske's demonstrated ability to improve
profitability and cash flow through aggressive cost-cutting
initiatives in the recent recession," added Ms. Messer, "as well
as signs of stabilizing new-vehicle demand, could enable the
company, if it so chooses, to bring its key credit measures in
line with our assumptions for a higher rating during the next
year." "In addition, for an upgrade, we would need to believe that
the company would not engage in material debt-financed
acquisitions which could erode credit measures."


PETTERS COMPANY: Chapter 11 Trustee Can Sell Bluestem Shares
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Douglas A. Kelley, as the Chapter 11 trustee and receiver in the
cases of Petters Company, Inc., et al., to sell the shares the
Bluestem Brands Inc., formerly known as Fingerhut Direct Marking,
Inc.

The trustee related that Bluestem has or is about to file with the
U.S. Securities and Exchange Commission a Registration Statement
for a proposed initial public offering of Bluestem's Common Stock.

According to the trustee, Petters Group Worldwide, LLC's shares of
Bluestem are illiquid.  PGW is a privately held Delaware limited
liability company that was also 100% owned and, prior to Oct. 6,
2008, 100% controlled by Petters.

As part of the liquidation of remaining assets of the Debtors'
bankruptcy estates, the trustee believes that an IPO by Bluestem
would be an important and positive step in achieving liquidity and
maximizing the value of the Bluestem stock held by the trustee for
the benefit of PGW's creditors and all parties-in-interest.

If the IPO occurs, it will result in (i) the creation of a public
trading market for Bluestem Common Stock and the possibility of
the trustee eventually (after the six month lock-up period)
selling PGW's Bluestem shares into that market; and (ii) Bluestem
immediately beginning to make public filings with the SEC of its
financial statements and other material business information that
should encourage interest in Bluestem stock and might create
additional opportunities for the Trustee to sell shares of
Bluestem stock in privately negotiated transactions.  Currently
there is no public market for Bluestem stock and no detailed
financial and business information concerning Bluestem that is
publicly available, and the holders of Bluestem stock as PGW are
subject to typical contractual restrictions on private company
stockholders that make it difficult to effectively market their
stock.

An IPO by Bluestem would also permit the trustee to use, in
appropriate circumstances, the "registration rights" granted to
various Bluestem stockholders, including PGW, under the Investor
Rights Agreement.

According to the audited financial statements for Bluestem's
fiscal year ended Jan. 31, 2011, Bluestem had revenues of
$521 million, net income before loss on derivatives in its own
equity of $21 million, and adjusted earnings before depreciation,
interest, taxes, depreciation and amortization of $78 million.
Thus the Bluestem stock held by PGW clearly has substantial value
for the PGW Bankruptcy Estate and its creditors.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  James
A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the
Debtors as counsel.  In its petition, Petters Company estimated
its debts at $500 million and $1 billion.  Parent Petters Group
Worldwide estimated its debts at not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILADELPHIA RITTENHOUSE: iStar Wins Dismissal of Chapter 11 Case
-----------------------------------------------------------------
Bankruptcy Judge Stephen Raslavich dismissed the Chapter 11 case
of Philadelphia Rittenhouse Developer, L.P., at the behest of the
Debtor's mortgagee, iStar Tara LLC.  iStar sought dismissal of the
Chapter 11 case for cause, including a lack of good faith, or, in
the alternative, relief from the automatic stay.

The Court also denied a request by the Debtor for authority to use
cash collateral.

The Court held that the Debtor's Plan fails to provide adequate
protection to iStar, either pre or post confirmation, and that the
Plan is patently unconfirmable.  The Debtor has no other source of
funds, and that for want of adequate protection, stay relief in
this single asset realty case is justified.

"[W]hether the Court evaluates this case based on an overfly of
the forest or a walk through the thicket of the trees, its
impression remains the same.  The Debtor's good faith in the
initiation of this case was legitimately placed at issue. Once
having been, the Debtor bore the burden of proving subjective good
faith intentions and of negating the objective futility of its
Plan, in each case by a preponderance of the evidence.  The Debtor
has failed to meet either burden and the evidence against it . . .
is exceedingly strong," the Court held in a 30-page opinion.

A copy of the Court's May 25, 2011 Opinion is available at
http://is.gd/1yzoW2from Leagle.com.

The Debtor timely filed a Proposed Plan of Reorganization on
March 7, 2011, and filed an Amended Plan and Disclosure Statement
shortly thereafter.  According to the Court, the Amended Plan and
Disclosure Statement are pending and, while dismissal and stay
relief hearings are not typically intended to be turned into
"mini-confirmation" hearings, the viability of the proposed plan
had an overarching bearing on the merits of iStar's dismissal
motion and the Debtor's cash collateral motion, such that its
terms and its feasibility perforce figured prominently in the
combined evidentiary hearing.

The Plan calls for the Debtor to retain control of its project and
sell unsold condominium units to third party purchasers over
whatever period of time it takes to do so.  This time period,
sometimes referred to as the "absorption rate," has been variously
estimated to be 3 to 4 years.

The parties agree that iStar is an under-secured creditor,
although they disagree both on the amount iStar is owed, as well
as the degree to which the iStar indebtedness exceeds the value of
its collateral.  That said, the Debtor's plan, generally,
contemplates that as units sell iStar will be paid from the sales
proceeds an amount dependent on the size of the sold unit.
Specifically, the plan calls for iStar to receive $517 per square
foot on sales of residential units. The $517 figure is based on
the proposition that the aggregate value of the property today is
$140 million and that the iStar principal debt is $190 million.
Broadly speaking, the $517 figure is the product of dividing an
assumed value of the secured portion of iStar's claim into the
gross square footage of all of the remaining unsold residential
units.

The Plan calls for iStar to release its mortgage lien on a unit
upon its receipt of $517 per square foot. The balance of sales
proceeds from each unit are to be deposited into a "Plan Fund,"
from which both the operating expenses of the Project and
administrative expenses will be paid on a going forward basis.
Excess sales proceeds over and beyond the foregoing are to be
retained in the Plan Fund until the outcome of the pending State
Court litigation, and any Bankruptcy Court litigation, against
iStar. These litigations, say the Debtor, will determine the
amount iStar is actually owed. Once that figure is fixed, then
distributions from the Plan Fund are to be made to unsecured
creditors, including iStar, if it is shown to hold an unsecured
deficiency claim, and other unsecured creditors. To the extent of
funds remaining after full payment of the aforesaid, DVREIF would
be repaid its mezzanine loan. The Debtor estimates that the "sell-
out" of the condominium units in the manner contemplated will
generate net sales proceeds of $231 million, and that unsecured
creditors will, as a consequence, receive 100% payment on their
claims.

The hearing to approve the Disclosure Statement was originally
continued to June 16.  In April, the Debtor won an extension of
its exclusive plan filing period through June 30, and its
exclusive solicitation period through July 31.

A copy of the Debtor's Disclosure Statement explaining the Amended
Plan is available at no charge at:

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

iStar claims that the Debtor's plan is patently unconfirmable,
citing, among others, the creditor classification scheme.  The
Plan classifies creditors into 5 classes and relegates interest
holders to Class 6.  iStar maintains that the Debtor will not be
able to confirm the Plan because it will not have the acceptance
of all creditor classes and that confirmation of the Plan will
have to be sought by way of the "cram-down" provisions of
Bankruptcy Code Sec. 1129(b). Under such circumstances, the Debtor
must meet the requirements of Sec. 1129(a)(10), which provides
that at least one class of claims impaired under the Plan has
accepted the Plan, such determination to be made without including
acceptance of the plan by any insider.  iStar argues that none of
the classes impaired under the terms of the Debtor's Plan can be
relied on for this purpose.

iStar also strongly argues that the construct of the Plan is
fatally flawed to the extent it proposes to utilize portions of
unit sales proceeds to fund operations and pay junior creditors
before the full payment of iStar's secured claim.  iStar
characterizes this aspect of the Debtor's Plan as being an
improper diversion of its collateral and an attempt to transform
its fixed term construction loan into a revolving line of credit.
iStar also argues that the Plan violates the absolute priority
rule contained in Sec. 1129(b)(2)(B)(ii), because the proposed
payment scheme contemplates that current equity interest holders
will retain their equity interests and control of the Project
during the years anticipated to sell-out the units, over the
objection of senior classes who will not have had their claims
satisfied on the effective date of the Plan.

iStar further challenges the feasibility of the Plan.  iStar
contends that the Debtor's revenue and expense projections are
materially inaccurate in virtually all respects.  iStar argues
that, even if one accepts the Debtor's revenue and expense
projections, the net funds realized will fall far short of the
amount needed to pay all creditor claims.

iStar also argues that the case is separately subject to dismissal
as having been commenced in bad faith.

                About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
10-31201) on Dec. 30, 2010.  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.

The U.S. Trustee appointed three members to the official committee
of unsecured creditors in the case.


PHILADELPHIA RITTENHOUSE: Hires Miller Coffey Tate as Accountant
----------------------------------------------------------------
Philadelphia Rittenhouse Developer, L.P., asks the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania for permission to
employ:

         Matthew R. Tomlin, CPA
         Miller Coffey Tate LLP
         Philadelphia, PA 19103

as accountant in order to assist the Debtor and counsel in
reviewing its financial affairs, books and records and bankruptcy
related matters.

The services to be rendered by MCT include but are not limited to
the following:

     a. assist in the preparation of monthly operating reports;

     b. providing financial planning an analysis related to the
        Debtor's business and restructuring plan;

     c. assist Management and counsel in litigation bankruptcy
        matter, including iStar Tara LLC's pending Motion to
        Dismiss and the Debtor's motion to Use Cash Collateral;

     d. provide such other services as mutually agreed.

MCT's rates for this matter shall be based on its customary rates
for such services, plus costs.  The hourly rates charged by said
accounting firm and agreed to by the Debtor, subject to this
Court's approval, are as follows:


     a. Partners & Principals      $400.00 - $625.00
     b. Managers                   $285.00 - $395.00
     c. Senior Accountants         $190.00 - $280.00
     d. Staff Accountants          $100.00 - $185.00

                About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P., is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
10-31201) on Dec. 30, 2010.  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


PLATINUM ENERGY: Syd Ghermezian Discloses 90% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Syd Ghermezian and Pacific International
Group Holdings LLC disclosed that they beneficially own 20,345,892
shares of common stock of Platinum Energy Resources, Inc.,
representing 90.0% of the shares outstanding.  The calculation of
the is made on the basis of there being 22,606,476 shares of
common stock outstanding as of April 13, 2011, as reported by the
Issuer in its Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2010.  A full-text copy of the filing is available for
free at http://is.gd/6QzJp1

                       About Platinum Energy

Houston, Tex.-based Platinum Energy Resources, Inc. --
http://www.platenergy.com/-- is an independent oil and gas
exploration and production company.  The Company has approximately
37,000 acres under lease in relatively long-lived fields with
well-established production histories.  The properties properties
are concentrated primarily in the Gulf Coast region in Texas, the
Permian Basin in Texas and New Mexico, and the Fort Worth Basin in
Texas.

The Company reported reported a net loss of $5.13 million on
$20.40 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $32.02 million on $17.30 million
of oil and gas sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $53.09 million
in total assets, $23.73 million in total liabilities, not subject
to compromise, $5.10 million in liabilities subject to compromise,
related to assets held for sale-discontinued operations, and
$24.26 million in total stockholders' equity.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2009.  The independent auditors noted that the
Company has experienced significant losses since inception and is
currently in default of its debt agreements.

The Company has incurred significant losses, resulting in
cumulative losses of $113,747,702 through Sept. 30, 2010.  At
Sept. 30, 2010, the Senior Credit Facility balance was
approximately $5.15 million.  The Company's current cash on hand
of $2,395,820 is not adequate to satisfy the debt.  Also, the
Company has negative working capital of $8,168,992.  Currently the
Company is looking at various ways of correcting these issues,
including exploring joint venture opportunities as well as a
thorough analysis of our specific assets for potential
divestiture.  Further the Company has assets and liabilities that
could be affected by unfavorable outcomes of litigation in
progress.


PLATINUM STUDIOS: Incurs $1.22 Million Net Loss in 1st Quarter
--------------------------------------------------------------
Platinum Studios, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.22 million on $525,782 of net revenue for the three
months ended March 31, 2011, compared with a net loss of $1.00
million on $32,683 of net revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$10.34 million in total assets, $27.63 million in total
liabilities, all current, and a $17.29 million total shareholders'
deficit.

The Company is also delinquent in payment of $120,026 for payroll
taxes as of March 31, 2011, and in default of certain of its short
term notes payable.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.

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

                        http://is.gd/kZjchD

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.


PROBE MANUFACTURING: Reports $24,700 Net Income in 1st Quarter
--------------------------------------------------------------
Probe Manufacturing, Inc., filed its quarterly report on Form
10-Q, reporting net income of $24,729 on $906,313 of sales for the
three months ended March 31, 2011, compared with net income of
$16,157 on $487,506 of sales for the same period last year.

The Company's balance sheet at March 31, 2011, showed $1.4 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $207,902.

Uniack & Co. CPA's P.C., in Woodstock, Georgia, reported that the
Company has an accumulated deficit of $329,422 at Dec. 31, 2010,
and is dependent on at least maintaining current revenue levels,
which raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/eJPsT0

Based in Irvine, Calif., Probe Manufacturing, Inc., provides a
range of engineering, manufacturing and business services to
companies who design and market electronic products, Original
Equipment Manufacturers (OEM).  Revenue is generated from sales of
the Company's services primarily to customers in the medical
device, aerospace, automotive, industrial and instrumentation
product manufacturers.


PROPER POWER: Posts $24,400 Net Loss in 1st Quarter
---------------------------------------------------
Proper Power and Energy, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $24,376 on $1,772 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$58,277 on $0 revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed $1,081,323
in total assets, $1,124,087 in total liabilities, and a
stockholders' deficit of $42,764.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt Proper Power and Energy,'s ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company is without significant
operating revenues and has losses from operations and has an
accumulated deficit.

A copy of the Form 10-Q is available at http://is.gd/fXnbzZ

Tampa, Florida-based Proper Power and Energy, Inc. is an oil and
natural gas exploration company, whose growth strategy is to
acquire mineral rights and search for and develop known reserves
for further production, through an efficient scientific approach
toward exploration.


QUANTUM FUEL: Enters Into Bridge Note & Warrant Purchase Pact
-------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., entered into a
Bridge Note and Warrant Purchase Agreement with certain
"accredited investors", as such term is defined in Rule 501(a) of
Regulation D under the United States Securities Act of 1933, as
amended, for the purchase and sale of senior subordinated
promissory notes and warrants.  At the closing, the Company
received gross proceeds of $800,000, which will be used for
general working capital purposes, and issued warrants entitling
the Investors to purchase up to an aggregate of 90,313 shares of
the Company's common stock at $2.92 per share.

The Purchase Agreement contains customary representations,
warranties, conditions to closing and covenants.  The Purchase
Agreement provides the Investors with piggyback registration
rights for the Warrant Shares.

The Notes have an interest rate of 15% per year.  Principal and
accrued interest is due and payable on Sept. 30, 2011.  The Notes
are subordinate to the Company's senior secured indebtedness but
senior to all future indebtedness of the Company.

The Warrants have a three year term, contain standard and
customary anti-dilution provisions, and may be exercised on a
cashless basis unless the shares underlying the Warrants at the
time of exercise are covered by an effective resale registration
statement, in which case they must be exercised for cash.

The Company paid its placement agent, Advanced Equities, Inc., a
cash fee of $55,000.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


RANCHO HOUSING: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rancho Housing Alliance, Inc.
        53-990 Enterprise
        Coachella, CA 92236

Bankruptcy Case No.: 11-27519

Chapter 11 Petition Date: May 27, 2011

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

Judge: Scott C. Clarkson

Debtor's Counsel: Michael B. Reynolds, Esq.
                  SNELL & WILMER LLP
                  600 Anton Boulevard, Suite 1400
                  Costa Mesa, CA 92626
                  Tel: (714) 427-7000
                  E-mail: mreynolds@swlaw.com

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

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

The petition was signed by Jeffrey A. Hays, executive director.

Debtor's List of 17 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Desert Alliance for Community      Loan                   $720,000
Empowerment
53-990 Enterprise Way, Suite 1
Coachella, CA 92236

Quality Pacific Construction       Trade Debt              $67,352
18572 Pasadena Street
Lake Elsinore, CA 92530

MILC Construction                  Trade Debt              $34,482
77825 Delaware Place
Palm Desert, CA 92211

Martin Enterprises Construction,   Trade Debt              $17,054
Inc.

Associates Landscape               Trade Debt              $10,700

JWB Development, Inc.              Trade Debt               $9,322

Pacific Coast Home Solutions       Trade Debt               $9,050

Environmental Klean Up             Trade Debt               $7,500

Masters Environmental              Trade Debt               $5,020

AICCO/ISU-CPI Insurance            Trade Debt               $4,816

Custom System Technology           Trade Debt               $2,791

Primavera Air                      Trade Debt               $1,950

GDub Plumbing, Inc.                Trade Debt                 $741

Duran's Termite and Pest Control   Trade Debt                 $453

Pedro Lopez                        Trade Debt                 $400

Americap Construction, Inc.        Trade Debt                 $275

Maria Ayala Avila                  Trade Debt                 $105


REALOGY CORP: 2013 Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 95.10 cents-on-the-
dollar during the week ended Friday, May 27, 2011, a drop of 0.44
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 30, 2013, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at March 31, 2011 showed $7.91 billion
in total assets, $9.21 billion in total liabilities, and a $1.30
billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the US.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REALOGY CORP: 2016 Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 93.00 cents-on-the-
dollar during the week ended Friday, May 27, 2011, a drop of 0.84
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at March 31, 2011 showed $7.91 billion
in total assets, $9.21 billion in total liabilities, and a $1.30
billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the US.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REDDY ICE: Stockholders Elect Seven Directors at Annual Meeting
---------------------------------------------------------------
http://www.sec.gov/Archives/edgar/data/1268984/000110465911030545/
a11-12867_18k.htm
Reddy Ice Holdings, Inc., held its annual meeting of stockholders
on May 19, 2011.  At the annual meeting, stockholders elected
seven directors to hold office until the next annual meeting of
stockholders and until their respective successors are duly
elected and qualified.  The directors are:

   (1) Gilbert M. Cassagne
   (2) William P. Brick
   (3) Kevin J. Cameron
   (4) Theodore J. Host
   (5) Michael S. McGrath
   (6) Michael H. Rauch
   (7) Robert N. Verdecchio

Stockholders also ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors
for the fiscal year ending Dec. 31, 2011.

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

Reddy Ice reported a net loss of $32.50 million on $315.45 million
of revenue for the year ended Dec. 31, 2010, compared with net
income of $14.30 million on $312.33 million of revenue during the
prior year.

The Company's balance sheet at March 31, 2011 showed $445.04
million in total assets, $513.35 million in total liabilities and
a $68.31 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the Troubled Company Reporter on Aug. 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.


REGENERX BIOPHARMA: Posts $1.6 Million Net Loss in Q1 2011
----------------------------------------------------------
RegeneRx Biopharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.6 million on $602,457 of
revenue for the three months ended March 31, 2011, compared with a
net loss of $1.1 million on $0 revenue for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $4.2 million
in total assets, $687,620 in total liabilities, and stockholders'
equity of $3.5 million.

As reported in the TCR on April 8, 2011, Reznick Group, P.C., in
Vienna, Va., expressed substantial doubt about RegeneRx's 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 copy of the Form 10-Q is available at http://is.gd/keGin8

Rockville, Md.-based RegeneRx Biopharmaceuticals, Inc.
(OTC BB: RGRX) -- http://www.regenerx.com/-- is a
biopharmaceutical company focused on the development of a novel
therapeutic peptide, Thymosin beta 4, or TB4, for tissue and organ
protection, repair, and regeneration.


REITTER CORP: Hires Luis R. Carrasquillo Ruiz as Accountant
-----------------------------------------------------------
Reitter Corporation asks the U.S. Bankruptcy Court for the
District of Puerto Rico for permission to employ:

         Luis R. Carrasquillo Ruiz, CPA
         Luis R. Carrasquillo & Company, PSC
         Caguas, PR 00725

as accountant to assist its management in the financial
restructuring of its affairs by providing advice in strategic
planning and the preparation and or review of Debtor's plan of
reorganization, disclosure statement and business plan, and
participating in Debtor's negotiations with financial
institutions, lessor, and Debtor's creditors.

The duties of Mr. Carrasquillo will principally consist of
strategic counseling and advice, pro forma modeling preparation,
financial/business assistance, preparation of documentation as
requested for and during Debtor's Chapter 11, specifically as it
is related to and has an effect on Debtor, as well as
recommendations and financial/business assessments regarding
issues specifically related to Debtor and/or other assistance in
accounting, taxes, and/or operational matters.

The Debtor has retained Mr. Carrasquillo on the basis of $12,000
advanced by the Debtor, against which Mr. Carrasquillo will bill
as per his hourly billing rates.

                     About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation filed for Chapter
11 protection (Bankr. D. P.R. Case No. 10-07152) on Aug. 6, 2010.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists
the Debtor in its restructuring effort.  In its schedules, the
Debtor disclosed US$20,440,765 in total assets and US$17,250,033
in total debts.


ROBERTS LAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Roberts Land & Timber Investment Corp.
        P.O. Box 233
        Lake City, FL 32054

Bankruptcy Case No.: 11-03851

Chapter 11 Petition Date: May 25, 2011

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

Debtor's Counsel: Andrew J. Decker, III, Esq.
                  THE DECKER LAW FIRM, P.A
                  P.O. Drawer 1288
                  Live Oak, Fl 32064-1288
                  Tel: (386) 364-4440
                  Fax: (386) 364-4508
                  E-mail: decklaw@windstream.net

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

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 Avery C. Roberts, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Union Land & Timber Corp.             11-03853            05/25/11


ROTECH HEALTHCARE: Sells $290-Mil. of 10.5% Sr. 2nd Lien Notes
--------------------------------------------------------------
Rotech Healthcare Inc. issued and sold $290,000,000 of 10.5%
Senior Second Lien Notes due 2018 in a private placement exempt
from registration under the Securities Act on March 17, 2011.  The
Notes included $6,500,000 in principal amount which were delivered
through a private placement to certain of the Company's directors
who indicated an interest in purchasing the Notes.  The directors
are "accredited investors" and were required to deliver to the
Company a letter containing various representations and agreements
on resales and transfers.  The offer and sale of the Private
Placement Notes was not registered under the Securities Act but
was privately placed by the Company pursuant to the exemption from
registration provided in Rule 506 of Regulation D of the
Securities Act.  The Company filed with the Securities and
Exchange Commission a Form S-3 registration statement to satisfy
certain obligations under the Registration Rights Agreement
entered into in connection with the private offering of the Notes.
Certain holders of the Private Placement Notes may use this
prospectus to re-sell the Private Placement Notes from time to
time at the prevailing market price for the Private Placement
Notes or in negotiated transactions.  The Company will not receive
any of the proceeds from the sale of the Private Placement Notes
by the selling security holders.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on $496.42
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $21.08 million on $479.87 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$296.20 million in total assets, $66.40 million in total
liabilities, all current, and a $285.40 million total
stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


ROUND TABLE: Franchisees Want Committee; U.S. Trustee Opposes
-------------------------------------------------------------
The Round Table Owners Association has asked the U.S. Bankruptcy
Court for the Northern District of California to compel the U.S.
Trustee to (i) appoint an official committee of franchisees in the
Chapter 11 case of Round Table Pizza Inc., or in the alternative,
(ii) appoint the franchisees to the existing official committee of
unsecured creditors.

The RTOA says that it has asked the U.S. Trustee to appoint a
franchisee to the Creditors Committee but no franchisee was
selected to the Committee despite a large turnout by franchisees
at the organizational meeting.. It also asked for an official
franchisee committee but the U.S. Trustee so far has not granted
the request.

According to the RTOA, the franchise agreements that bind Debtors
to franchisees will require that franchisees receive separate
treatment under any plan.  Furthermore, the continued breach of
the franchise agreements and potential for franchisee claims to
escalate the call out for the formation of a Franchisee Committee.
It added that the steady revenues provided by franchisee
performance under the franchisee agreements, along with the
necessity that the Debtors' contractual breaches be cured prior to
any assumption of the contracts, make franchisee involvement in
the Chapter 11 cases.

                        U.S. Trustee Objects

August B. Landis, the Acting U.S. Trustee for Region 17, however,
objects to the RTOA's request.  The U.S. Trustee asserts that the
addition of franchise members to the Creditors Committee is
"unnecessary and inappropriate".  It notes that the franchisees
have not given notice of any breaches of their executor contracts
with the Debtors; the franchisees are not listed in the schedules
of assets and liabilities; and the Debtors have not indicated that
they will reject the franchise agreements.

The U.S. Trustee also notes that the franchisees are a well
organized group and are already operating as an ad hoc committee
in the chapter 11 case.  Hence, the appointment of a franchisee
committee is not necessary to assure adequate representation of
creditors.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.


ROUND TABLE: Files Schedules of Assets & Liabilities
----------------------------------------------------
Round Table Pizza, Inc., filed with the bankruptcy court its
schedules of assets and liabilities, disclosing:

  Name of Schedule              Assets           Liabilities
  ----------------            -----------        -----------
A. Real Property
B. Personal Property           $1,066,524
C. Property Claimed as Exempt                    $31,500,000
D. Creditors Holding Secured
   Claims
E. Creditors Holding
   Unsecured Priority
   Claims                                            $10,707
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $4,114,941
                                -----------      -----------
      TOTAL                      $1,066,524      $35,625,649

                         About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.


ROUND TABLE: Committee Hires Brownstein Hyatt as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Round Table Pizza
Inc. obtained permission from the U.S. Bankruptcy Court for the
Northern District of California to retain:

         Karol K. Denniston, Esq.
         Julia W. Brand, Esq.
         Brendan P. Collins, Esq.
         Brownstein Hyatt Farber Schreck, LLP
         Los Angeles, CA 90067

as counsel, effective as of Feb. 25, 2011, to advise and represent
the
Committee in the fulfillment of its statutory duties.

The Committee proposes to pay Brownstein Hyatt for the services of
its attorneys and paraprofessionals at its customary hourly rates,
capped at $450/hour for those attorneys whose customary rates
exceed $450/hour, and reimburse Brownstein Hyatt according to its
customary reimbursement policies.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  Julia W.
Brand, Esq., at Brownstein Hyatt Farber Schreck, LLP, serves as
the Committee's counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


SANUWAVE HEALTH: Posts $2.2 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
SANUWAVE Health, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.2 million on $251,753 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$3.0 million on $143,102 of revenues for the same period last
year.

The Company had a working capital deficiency of $5.1 million and
$7.0 million at March 31, 2011, and Dec. 31, 2010, respectively.

The Company's balance sheet at March 31, 2011, showed $5.0 million
in total assets, $13.6 million in total liabilities, and a
stockholders' deficit of $8.6 million.

HLB Gross Collins, P.C., in Atlanta, Ga., expressed substantial
doubt about SANUWAVE Health's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company incurred a net loss of
approximately $14.9 million and $6.2 million during the years
ended Dec. 31, 2010, and 2009, respectively, and, as of those
dates, had a working capital deficiency of approximately
$7.0 million and $187,000, respectively.  In addition, the
independent auditors said that the Company is economically
dependent upon future capital contributions or financing to fund
ongoing operations.

A copy of the Form 10-Q is available at http://is.gd/DUvMw7

Alpharetta, Ga.-based SANUWAVE Health, Inc. (OTC BB: SNWV)
-- http://www.sanuwave.com/-- is an emerging regenerative
medicine company focused on the development and commercialization
of non-invasive, biological response-activating devices for the
repair and regeneration of tissue, musculoskeletal and vascular
structures.


SATISFIED BRAKE: Competitor Seeks to Continue Kentucky Suit
-----------------------------------------------------------
Brake Parts, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky to lift the automatic stay so it may continue
existing litigation with Satisfied Brake Products, Inc., currently
pending in the U.S. District Court for the Eastern District of
Kentucky, Brake Parts, Inc. v. Satisfied Brake Products, Inc. and
Robert Kahan, Case no. 5:10-CV-00212-KSF.

The Kentucky Litigation involves claims by BPI against Satisfied,
certain affiliated entities of Satisfied, and the two principals
of Satisfied, Robert and Stewart Kahan, related to Satisfied's
theft and unlawful use of BPI's trade secrets.  Noubar
Boyadjian, the purported Canadian trustee and receiver for
Satisfied, is not a party to the Kentucky Litigation.

In December 2010, U.S. District Judge Karl S. Forester entered the
Preliminary Injunction after determining that Satisfied and Robert
Kahan stole trade secrets from BPI and used them to develop
products Satisfied sold in the market.  The Preliminary Injunction
prohibits, inter alia, Satisfied from selling products utilizing
BPI's trade secrets.  Thereafter, Satisfied and R. Kahan appealed
the Preliminary Injunction to the Sixth Circuit.  The parties
completed briefing and the Sixth Circuit heard argument on the
appeal on April 29, 2011.

BPI has made a jury trial demand in the Kentucky Litigation, which
trial is scheduled to occur in the first part of 2012.  BPI
contends that its trade secret claims constitute state law, non-
core matters over which the Bankruptcy Court may only exercise
related-to jurisdiction.  BPI argues that the liquidation of its
claim against Satisfied is clearly a necessary predicate to the
resolution of the Canadian insolvency proceedings, and the
District Court is the only venue where the liquidation can occur.

Attorneys for Brake Parts, Inc., are:

          Adam R. Kegley, Esq.
          FROST BROWN TODD LLC
          Lexington Financial Center
          250 West Main, Suite 2800
          Lexington, KY 40507-1749

               - and -

          Jason J. DeJonker, Esq.
          SEYFARTH SHAW LLP
          131 S. Dearborn St., Ste. 2400
          Chicago, IL 60603
          Tel: (312) 460-5000
          Fax: (312) 460-7000

                  About Satisfied Brake Products

Dorval, Quebec-based Satisfied Brake Products, Inc., is subject to
an insolvency proceeding filed Jan. 10, 2011 in Canada pursuant to
section 50.4(1) of the Bankruptcy and Insolvency Act (Canada)
R.S.C. 1985 c. B-3.  The Foreign Main Proceeding is styled In Re
the Matter of Satisfied Brakes Inc. and Litwin Boyadjian Inc.
Trustee, Superior Court, Province of Quebec, District of Montreal,
Bankruptcy Division, Court Number 500-11-040128-114,
Superintendant Number 41-1449455, File number 1101002.

Noubar Boyadjian, of Litwin Boyadjian, Inc., acting as trustee and
foreign representative, filed a petition under Chapter 15 of the
U.S. Bankruptcy Code for Satisfied Brake Products (Bankr. E.D. Ky.
Case No. 11-51427) on May 16, 2011.  Chief Judge Joseph M. Scott
Jr. presides over the case.  Gregory R. Schaaf, Esq., at
Greenebaum Doll & McDonald PLLC, serves as counsel to the Foreign
Representative.

On May 19, 2011, the Bankruptcy Court granted the Foreign
Representative's request for provisional stay relief pending
recognition of the Canadian case as a Foreign Main Proceeding.
The Court declared that the automatic stay is immediately in
effect in the case.  The Debtor is directed to take no action in
violation of the terms of the Preliminary Injunction entered in
favor of Brake Parts, Inc. on Dec. 15, 2010, in the consolidated
civil action Brake Parts, Inc. v. David Lewis, Satisfied Brake
Products, Inc. and Robert R. Kahan, Case No. 09-CV-132 (E.D. Ky.).


SATISFIED BRAKES: Quebec Court to Consider Asset Sale on June 9
---------------------------------------------------------------
The Superior Court, Province of Quebec, District of Montreal,
Bankruptcy Division, will convene a hearing on June 9, 2011, to
consider the request of Noubar Boyadjian, of Litwin Boyadjian,
Inc., acting as trustee and foreign representative of Satisfied
Brake Products, Inc., to sell Satisfied's assets and inventories.

Brake Parts, Inc., objects to the sale.

Brake Parts and Satisfied are parties to the lawsuit, Brake Parts,
Inc. v. Satisfied Brake Products, Inc. and Robert Kahan, Case No.
10-CV-00212 (E.D. Ky.).  The Kentucky Litigation involves claims
by BPI against Satisfied, certain affiliated entities of
Satisfied, and the two principals of Satisfied, Robert and Stewart
Kahan, related to Satisfied's theft and unlawful use of BPI's
trade secrets.  Mr. Boyadjian, as receiver for Satisfied, is not a
party to the Kentucky Litigation.

In December 2010, U.S. District Judge Karl S. Forester entered a
preliminary injunction determining that Satisfied and Robert Kahan
stole trade secrets from BPI and used them to develop products
Satisfied sold in the market.  The Preliminary Injunction
prohibits, inter alia, Satisfied from selling products utilizing
BPI's trade secrets.  Thereafter, Satisfied and R. Kahan appealed
the Preliminary Injunction to the Sixth Circuit.  The parties
completed briefing and the Sixth Circuit heard argument on the
appeal on April 29, 2011.

To thwart BPI's enforcement of the Preliminary Injunction,
Satisfied, as directed by the Kahans, filed a Notice of Intention
to make a proposal with the Office of the Superintendent of
Bankruptcy Canada on Jan. 10, 2011. At the request of 139320
Canada, Inc., an entity controlled by the Kahans, the Quebec
Superior Court appointed Mr. Boyadjian as Satisfied's receiver.

On Feb. 3, 2011, the Canadian Representative, in its capacity as
receiver, filed a motion seeking authorization from the Quebec
Superior Court to sell Satisfied's assets and inventories,
including inventories subject to the Preliminary Injunction.  On
March 4, 2011, BPI filed a contestation to the motion before the
Quebec Superior Court seeking, inter alia, a declaration that the
Preliminary Injunctive was applicable to the Canadian
Representative and his attempts to sell Satisfied's assets.

                  About Satisfied Brake Products

Dorval, Quebec-based Satisfied Brake Products, Inc., is subject to
an insolvency proceeding filed Jan. 10, 2011 in Canada pursuant to
section 50.4(1) of the Bankruptcy and Insolvency Act (Canada)
R.S.C. 1985 c. B-3.  The Foreign Main Proceeding is styled In Re
the Matter of Satisfied Brakes Inc. and Litwin Boyadjian Inc.
Trustee, Superior Court, Province of Quebec, District of Montreal,
Bankruptcy Division, Court Number 500-11-040128-114,
Superintendant Number 41-1449455, File number 1101002.

Noubar Boyadjian, of Litwin Boyadjian, Inc., acting as trustee and
foreign representative, filed a petition under Chapter 15 of the
U.S. Bankruptcy Code for Satisfied Brake Products (Bankr. E.D. Ky.
Case No. 11-51427) on May 16, 2011.  Chief Judge Joseph M. Scott
Jr. presides over the case.  Gregory R. Schaaf, Esq., at
Greenebaum Doll & McDonald PLLC, serves as counsel to the Foreign
Representative.

On May 19, 2011, the Bankruptcy Court granted the Foreign
Representative's request for provisional stay relief pending
recognition of the Canadian case as a Foreign Main Proceeding.
The Court declared that the automatic stay is immediately in
effect in the case.  The Debtor is directed to take no action in
violation of the terms of the Preliminary Injunction entered in
favor of Brake Parts, Inc. on Dec. 15, 2010, in the consolidated
civil action Brake Parts, Inc. v. David Lewis, Satisfied Brake
Products, Inc. and Robert R. Kahan, Case No. 09-CV-132 (E.D. Ky.).


SINOBIOMED INC: Incurs $166,685 Net Loss in March 31 Quarter
------------------------------------------------------------
Sinobiomed Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $166,685 for the three months ended March 31, 2011, compared
with a net loss of $168,542 for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $50,135 in
total assets, 558,156 in total liabilities and a $508,021 total
stockholders' deficit.

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

                        http://is.gd/3p74tx

                          About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a Chinese developer of genetically
engineered recombinant protein drugs and vaccines.  Based in
Shanghai, Sinobiomed currently has 10 products approved or in
development: three on the market, four in clinical trials and
three in research and development.  The Company's products respond
to a wide range of diseases and conditions, including: malaria,
hepatitis, surgical bleeding, cancer, rheumatoid arthritis,
diabetic ulcers and burns, and blood cell regeneration.

The Company reported a net loss of US$577,531 on US$0 of revenue
for the year ended Dec. 31, 2010, compared with net income of
US$3.63 million on US$0 of revenue during the prior year.

The Company currently has no operations and no source of income.
The Company intends to seek out opportunities to enter or acquire
new business operations.  The underlying value of the company is
entirely dependent on the ability of the Company to find and
implement a new business opportunity and obtain the necessary
financing to capitalize on such opportunity.

Schumacher & Associates, Inc., in Littleton, Colorado, noted that
the Company has experienced losses since commencement of
operations, and has negative working capital and stockholders'
deficit which raise substantial doubt about its ability to
continue as a going concern.

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


SMART-TEK SOLUTIONS: Reports $363,354 Income in 1st Quarter
-----------------------------------------------------------
Smart-Tek Solutions Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
comprehensive income of $363,354 on $4.22 million of revenue for
the three months ended March 31, 2011, compared with comprehensive
income of $292,777 on $2.50 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $4.31
million in total assets, $3.17 million in total liabilities, all
current, and $1.13 million in total stockholders' equity.

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

                        http://is.gd/nMRd0o

                     About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.


SOUTH PADRE: Taps Cravey Real Estate as Real Estate Broker
----------------------------------------------------------
South Padre Investment LP asks the U.S. bankruptcy Court for the
Southern District of Texas to employ Cravey Real Estate Services,
Inc., as its real estate broker.

South Padre Investment hired the firm to market the real property
that is described in the Commercial Real Estate Listing Agreement.

The Debtor proposed that Cravey Real Estate Services be
compensated pursuant to the Commercial Real Estate Listing
Agreement.

Matthew Cravey, a majority shareholder of Cravey Real
Estate Services, Inc., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                    About South Padre Investment

South Padre Investment, LP, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 11-20056) on Jan. 29, 2011 in Corpus
Christi, Texas.  Judge Richard S. Schmidt presides over the case.
James S. Wilkins, Esq., at WILLIS & WILKINS, serves as bankruptcy
counsel to the Debtor. The Debtor disclosed $14,743,370 in assets
and $9,077,613 in liabilities.


SUNRISE REAL ESTATE: Incurs US$492,000 Net Loss in March 31 Qtr.
----------------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of US$492,303 on US$2.60 million of net
revenues for the three months ended March 31, 2011, compared with
net profit of US$1.02 million on US$4.70 million of net revenues
for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed US$21.11
million in total assets, US$24.17 million in total liabilities,
US$1.32 million in non-controlling interest of consolidated
subsidiaries and a US$4.38 million total shareholders' deficit.

                           Going Concern

The Company has accumulated losses of $9,718,291 for the year
ended March 31, 2011.  The Company's net working capital
deficiency and significant accumulated losses raise substantial
doubt about its ability to continue as a going concern.

However, management believes that the Company is able to generate
sufficient cash flow to meet its obligations on a timely basis and
ultimately to attain successful operations in respect of the
agency sales and property management operations.

As reported by the TCR on April 21, 2011, Kenne Ruan, CPA, P.C.,
in Woodbridge, CT, USA, noted that the Company has  significant
accumulated losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/iMzzt9

                        About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

The Company reported a net loss of US$25,487 on US$12.82 million
of net revenues for the year ended Dec. 31, 2010, compared with
net income of US$3.27 million on US$13.11 million of net revenues
during the prior year.


SUPERIOR ACQUISITIONS: Rights to Pursue Suit to Be Auctioned Off
----------------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky ruled that an auction will be
held to see if anyone wants to bid more for the right to pursue
Superior Acquisitions, Inc.'s state court action pending against
Donica, LLC, Matt Riveras, Willis Bruns, the City of Lakeport, and
others entitled Superior Acquisitions, Inc. v. City of Lakeport,
et al., Case No. CV405485 (Lake County Super. Ct.).  Among other
things, the action seeks to obtain title and ownership to certain
real property commonly known as 802-898 Lakeport Blvd., Lakeport,
California, and to recover certain damages from the City of
Lakeport for refusing to honor an expired letter of intent to sell
the real property to the Debtor.  Although it had a duty to
disclose this lawsuit in its schedules, the Debtor failed to do
so.  It also did not mention the lawsuit in its proposed
disclosure statement.

Linda Green, the Debtors' Chapter 11 trustee, sought approval of a
compromise of the state court lawsuit for $10,000.  Barry Johnson,
president and CEO of the Debtor, has objected.  He admits that he
failed to schedule the lawsuit, but argues that the settlement
amount is unreasonably small. In his opinion, the lawsuit has a
value in excess of $1 million. An attorney who is owed money by
the Debtor has also objected on the same grounds.

According to Judge Jaroslovsky, a successful outcome of the
litigation is extremely problematical.  There is no contract
between the Debtor and the city, only an "agreement to agree."
Continued prosecution is also risky for the estate, as there is
significant exposure to attorneys' fees which would be
administrative expenses in this Chapter 11 case.  The judge also
noted that while success in litigation against a municipality
usually results in a collectible judgment, that may be an
unwarranted assumption in this case.  Lake County is severely
depressed, and the ability of the City of Lakeport to satisfy a
seven-figure damages claim is not something the court can assume,
in the unlikely event that the lawsuit was successful.

According to the judge, an auction will be conducted so long as
the bankruptcy estate is held harmless from claims arising from
the continued litigation.  With that sole condition, the
objections will be overruled and the compromise approved.

A copy of the Court's May 26 Memorandum is available at
http://is.gd/CCAFU6from Leagle.com.

                   About Superior Acquisitions

Superior Acquisitions, Inc., in Lakeport, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 10-13730) on
Sept. 28, 2010, Judge Alan Jaroslovsky presiding.  The Debtor
disclosed $13,889,530 in assets and $14,866,437 in liabilities as
of the Chapter 11 filing.

The Law Offices of Michael C. Fallon -- mcfallon@fallonlaw.net --
serves as bankruptcy counsel to the Debtor.

Linda S. Green was later appointed as Chapter 11 trustee.  She is
represented by John H. MacConaghy, Esq. -- macclaw@macbarlaw.com
-- at MacConaghy and Barnier, as counsel.  The Chapter 11 trustee
has tapped Bachecki Crom & Co. LLP as her accountant.


SWISS CHALET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Swiss Chalet, Inc.
        P.O. Box 12038
        San Juan, PR 00914

Bankruptcy Case No.: 11-04414

Chapter 11 Petition Date: May 27, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

About the Debtor: In its schedules, the Debtor disclosed $71.1
million in real property and $47.4 million in personal property.
It has a $118.5 million debt to CPG/GS PR NPL, LLC, with the debt
secured b y the Debtor's real property.

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A. CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Debtor's
Financial
Consultant:       CPA LUIS R. CARRASQUILLO & CO.

Scheduled Assets: $118,521,510

Scheduled Debts: $132,741,094

The petition was signed by Arnold Benus, director.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CPG/GS PR NPL, LLC                 Loan                $47,412,722
270 Munoz Rivera Avenue, Third Floor
San Juan, PR 00918

Desarollos Metropolitanos LLC      Construction         $7,499,531
P.O. Box 9417                      Contractors
San Juan, PR 00908-0417

Metropolitan Builders, LLC         Construction         $3,283,583
P.O. Box 9417                      Contractors
San Juan, PR 00908-0417

Imperial Credit Corp.              --                      $72,782

Mojica Air Conditioning            Air Conditioning        $61,780

Bustillo & Asoc.                   --                      $61,700

Courtyard Isla Verde - HR          --                      $46,254
Properties, Inc.

Publicaciones Tere Suarez          --                      $43,870

Crim                               Proeprty Tax            $33,819

McP&G, Inc.                        --                      $32,843

PR Electric Power (PREPA)          Electric Power          $29,243
                                   Services

Blackpoint                         --                      $23,989

Desarrollos Metropolitanos LLC     Construction            $23,782
                                   Contractors

PR Electric Power (PREPA)          Electric Power          $23,560
                                   Services

Publicidad Tere Suarez             --                      $21,816

Imperial Credit Corp.              --                      $17,512

Guest Supply                       --                      $12,115

Imperial Credit Corp.              --                       $9,149

Universal Equipment Sales Corp.    Equipment Supplier       $8,483

Caribbean Business                 Advertising              $7,154


T3 MOTION: Incurs $640,585 Net Loss in First Quarter
----------------------------------------------------
T3 Motion, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $640,585 on $996,562 of net revenues for the three months ended
March 31, 2011, compared with a net loss of $1.68 million on $1.15
million of net revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.70 million in total assets, $19.83 million in total
liabilities, and a $16.12 million total stockholders' deficit.

The Company has incurred significant operating losses and has used
substantial amounts of working capital in its operations since its
inception (March 16, 2006).  Further, at March 31, 2011, the
Company had an accumulated deficit of $(46,625,595), a working
capital deficit of $(16,545,239) and cash and cash equivalents
(including restricted cash) of $154,070.  Additionally, the
Company used cash in operations of $(803,136) for the three months
ended March 31, 2011.  These factors raise substantial doubt about
the Company's ability to continue as a going concern for a
reasonable period of time.

As reported by the TCR on April 6, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has used substantial amounts of working capital in its
operations since inception, and at Dec. 31, 2010, has a working
capital deficit of $15,057,791 and an accumulated deficit of
$45,120,210.

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

                        http://is.gd/zfCmp3

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.


TAPATIO SPRINGS: U.S. Trustee Unable to Form Committee
------------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Tapatio Springs Real
Estate Holdings, Ltd, 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.

                         About Tapatio Springs

Boerne, Texas-based Tapatio Springs Real Estate Holdings, Ltd,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  The Debtor disclosed $20,677,999
in assets and $4,004,286 in liabilities as of the Chapter 11
filing.  Dean W. Greer, Esq., at the Law Offices of Dean W. Greer,
in San Antonio, Texas, serves as counsel.

Boerne, Texas-based Tapatio Springs Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on (Bankr. W.D. Tex.
Case No. 11-51264) on April 5, 2011.

This the second bankruptcy filing for both Debtors.  Debtors
Tapatio Springs Development Company, Inc., and Tapatio Springs
Real Estate Holdings, Ltd, voluntarily filed for Chapter 11
bankruptcy relief (Cases Nos. 11-50050 and 11-50054) on Jan. 3,
2011.

The Debtors filed the first bankruptcies the day before secured
creditors Clyde B. Smith and Peggy Smith were set to foreclose on
the Debtors' property.  On Feb. 17, 2011, the Court dismissed the
first bankruptcies on the Smiths' motion and without opposition
from the Debtors.  Once dismissed, the Smiths re-posted the real
estate for non-judicial foreclosure on April 5, 2011.

The Debtors filed the instant second voluntary Chapter 11
petitions merely minutes prior to the announced starting time of
the posted foreclosure proceedings.  The foreclosure proceeded at
10:00 a.m. as announced and concluded with no party bidding more
than the Smiths' credit bid.


TASTY BAKING: 77% of Outstanding Common Shares Validly Tendered
---------------------------------------------------------------
Flowers Foods, Inc., and Tasty Baking Company, announced the
successful completion of Flowers' tender offer by its direct
wholly-owned subsidiary, Compass Merger Sub, Inc., for all of the
outstanding shares of common stock of Tasty for $4.00 per share in
cash, without interest and less any applicable withholding taxes.
The tender offer expired, as scheduled, at 12:00 midnight,
Philadelphia, PA time, on Thursday, May 19, 2011, and was not
extended.

Based on information provided by the depositary for the tender
offer, approximately 6,696,686 shares of Tasty common stock
(including approximately 103,283 shares subject to notices of
guaranteed delivery) representing approximately 77% of Tasty's
outstanding shares of common stock, were validly tendered and not
withdrawn pursuant to the tender offer.  All shares validly
tendered have been accepted for payment in accordance with the
terms of the offer.

Pursuant to the terms of the previously announced Agreement and
Plan of Merger, Compass Merger Sub, Inc., intends to exercise its
top-up option to purchase newly issued shares of common stock from
Tasty at the tender offer price, which will permit Flowers to
complete the transaction by effecting a short-form merger, that
is, a merger without a vote or meeting of Tasty's remaining
shareholders, as promptly as practicable.  Following the merger,
each share of common stock of Tasty not accepted for payment in
the tender offer, will be converted into the right to receive
$4.00 per share in cash, without interest and less any applicable
withholding taxes, the same price that was paid in the tender
offer, with Tasty becoming a wholly-owned subsidiary of Flowers.
Thereafter, Tasty common stock will cease to be traded on the
NASDAQ Global Market.

                        About Flowers Foods

Founded in 1919 and headquartered in Thomasville, Ga., Flowers
Foods, with $2.6 billion in annual sales, is one of the nation's
leading producers and marketers of packaged bakery foods for
retail and foodservice customers.  Among the company's top brands
are Nature's Own, Whitewheat, Cobblestone Mill, Blue Bird, and
Mrs. Freshley's.  Flowers operates 39 bakeries that are among the
most efficient in the baking industry.  Flowers Foods produces,
markets, and distributes fresh bakery products that are delivered
to customers daily through a direct-store-delivery system serving
the Southeast, Mid-Atlantic, and Southwest as well as select
markets in California and Nevada.  The company also produces and
distributes fresh snack cakes and frozen breads and rolls
nationally through warehouse distribution.  For more information,
visit www.flowersfoods.com.

                     About Tasty Baking Company

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia, Pa., is one
of the country's leading bakers of snack cakes, pies, cookies, and
donuts. The company has manufacturing facilities in Philadelphia
and Oxford, Pa. The company offers more than 100 products under
the Tastykake brand name.

The Company reported a net loss of $45.18 million on $171.67
million of net sales for the 52 weeks ended Dec. 25, 2010,
compared with a net loss of $3.39 million on $180.56 million of
net sales for the 52 weeks ended Dec. 26, 2009.

The Company's balance sheet at March 26, 2011, showed $153.32
million in total assets, $172.18 million in total liabilities and
a $18.86 million total shareholders' deficit.

PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted
that that the Company's cumulative losses, substantial
indebtedness that is due June 30, 2011, in addition to its current
liquidity situation, raise substantial doubt about its ability to
continue as a going concern.

                       Forbearance Agreement,
                        Going Concern Doubt

On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver
agreements from several of its creditors, which waived certain
payments that were due and certain financial covenant
requirements.  The Company said it was experiencing extremely
tight liquidity due to (i) certain production difficulties during
the optimization of its new Philadelphia bakery that caused the
Company to not achieve the expected operational cash savings from
this bakery during the fourth quarter of 2010; (ii) the impact of
the recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc.; and (iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain creditors,
including: (i) a Seventh Amendment to the Company's Bank Credit
Facility; (ii) a Forbearance and Amendment Agreement with the
PIDC Local Development Corporation, which also included a new
$2 million loan from PIDC; (iii) a letter agreement with the
Machinery and Equipment Fund of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania, along
with a new $1 million loan from MELF; and (iv) a letter agreement
with the Company's landlords at the Philadelphia Navy Yard for its
bakery and offices.  Also on Jan. 14, 2011, the Company issued
$3.5 million of unsecured 12% promissory notes due Dec. 31, 2011
to a group of accredited investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process -- pursuant to an
agreed upon timeline with milestones -- to consummate a sale of
the Company before June 30, 2011 in an amount sufficient to pay
all obligations of the Company under the Bank Credit Facility and
all transaction costs.

The Company has delayed the filing of its 2010 annual report on
Form 10-K.  The Company anticipates that the Form 10-K for fiscal
year ended Dec. 25, 2010, will include an explanatory paragraph
from the Company's independent registered public accounting firm
expressing substantial doubt about the Company's ability to
continue as a going concern.


THORNBURG MORTGAGE: Goldstone Appeal Over Laptop Data Untimely
--------------------------------------------------------------
District Judge Frederick Motz denied the request of Larry A.
Goldstone, Clarence G. Simmons, III, and SAF Financial, Inc., for
leave to appeal the bankruptcy court's Order Granting In Part
Motion For Protective Order, dated Dec. 16, 2010.  The primary
issue that Goldstone et al. attempt to raise on appeal is whether
the Chapter 11 Trustee for TMST, Inc. f/k/a Thornburg Mortgage,
Inc., has the right to review non-privileged data in the
"Unallocated Space" on two laptop computers.  The District Judge
held that if the Appellants desired to challenge that ruling, they
should have done so soon after the order was entered.  Their
present attempt to appeal the ruling is untimely.

A copy of Judge Motz's May 25, 2011 Memorandum is available at
http://is.gd/hdgL43from Leagle.com.

                       About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TMST INC: Judge Denies Execs. Bid to Appeal Trustee's Doc Access
----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. District
Judge J. Frederick Motz on Wednesday denied a request from two
former TMST Inc. executives to appeal orders allowing the real
estate investment trust's Chapter 11 trustee access to millions of
pages worth of information related to an alleged scheme to launch
a new business.

According to Law360, Judge Motz refused to let TMST's former CEO
Larry Goldstone and former Chief Financial Officer Clarence
Simmons file an appeal in the bankruptcy proceeding, saying their
motion challenging a Dec. 16 order was time-barred.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TOURO INFIRMARY: S&P Raises Rating on Revenue Bonds to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB+' from
'BB' on Louisiana Public Facilities Authority's series 1993 and
1999 bonds, issued for Touro Infirmary. The outlook is stable.

"The rating action reflects our view of Touro's improving
financial metrics and the system affiliation agreement signed with
Children's Hospital of New Orleans, under which Touro will receive
considerable funding over a five-year period," said Standard &
Poor's credit analyst Karl Propst. "They also reflect our opinion
of nonrecurring supplemental Medicaid funds that Touro received
from the state in 2009 and 2010."

Touro's consolidated operating performance improved to $4.9
million in fiscal 2010 from negative $8.8 million in fiscal 2009
due to supplemental state Medicaid funding and to improved
outpatient, surgical, and emergency department volumes. Although
improved over last year, Touro's operating performance remains
challenged by the local economy, a weak payer mix, and competitive
market. Net excess for fiscal 2010 was $23.8 million, based on
$15.3 million of outside support from Children's and realized
investment income of $2.1 million. Touro also had $2.9 million of
unrealized investment gains.

Through the first quarter of fiscal 2011, Touro incurred a $54,000
operating loss on $61.1 million of net patient revenues. The
hospital had a $2.8 million positive operating income variance to
budget based primarily on lower-than-budgeted contractual
adjustments, wages and benefits, and supplies expenses. Net excess
income was $5.7 million, which exceeded the hospital's budget by
about $3.5 million and was based on better than expected realized
investment income.

"The stable outlook reflects our view of Touro's improved
financial metrics and affiliation with Children's, tempered by its
still constrained liquidity, and the recognition that the
supplemental state funding received over the past two years is
nonrecurring," S&P added.


TRAILER BRIDGE: S&P Puts 'B-' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit rating and its 'B-' senior secured note rating on
Jacksonville, Fla.-based Trailer Bridge Inc. on CreditWatch with
negative implications.

"The CreditWatch placement reflects our concerns over the high
refinancing risks and repricing risk associated with the
substantial majority of the company's debt, including the $82.5
million senior secured notes maturing in November 2011. In
addition, the company's $10 million revolving line of credit
(unrated) matures in April 2012," said Standard & Poor's credit
analyst Funmi Afonja. "The company is exploring refinancing
options that may involve new lenders, and might involve private or
public lending markets and an equity component. The auditors of
Trailer Bridge issued a qualified opinion on its Dec. 31, 2010,
audited financial statements, citing significant current debt
maturities."

The ratings on Trailer Bridge reflect its weak liquidity, highly
leveraged financial profile, concentrated end-market demand, and
participation in the capital-intensive and competitive shipping
industry. Positive credit factors include the less-cyclical nature
of demand for consumer staples that Trailer Bridge mostly carries
and barriers to entry due to the Jones Act (which regulates intra-
U.S. shipping). "We categorize Trailer Bridge's business risk
profile as vulnerable, its financial risk profile as highly
leveraged, and liquidity as weak," S&P said.

"We could lower our ratings on Trailer Bridge if we see increased
risks that the company may not be able to refinance its debt," Ms.
Afonja continued, "or if we believe that increased interest costs
and transaction fees associated with refinancing will materially
damage the company's financial profile."


TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 67.34 cents-on-the-
dollar during the week ended Friday, May 27, 2011, a drop of 0.43
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the bank debt..  The loan is
one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        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)


TROPICANA PARTNERS: Taps Terry V. Leavitt as Bankruptcy Counsel
---------------------------------------------------------------
Tropicana Partners 2 LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Terry V. Leavitt,
Esq., as counsel under a general retainer.

Mr. Leavitt will be representing the Debtor in the Chapter 11
proceedings.

Mr. Leavitt will be paid $400 per hour, on a retainer of $66,039.

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

The Debtor set a hearing on June 9, 2011, at 2:00 p.m., to
consider the employment of the requested counsel.

Mr. Leavitt can be reached at his office at 601 South Sixth Street
Las Vegas, Nevada.

                  About Tropicana Partners 2 LLC

San Jose, California-based Tropicana Partners 2 LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev.
Case No. 11-14920).  Terry V. Leavitt, Esq., at Terry V. Leavitt,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


TROPICANA PARTNERS: Meeting of Creditors Continued Until June 23
----------------------------------------------------------------
The U.S. Trustee for Region 17 has continued until June 23, 2011,
at 1:00 p.m., meeting of Tropicana Partners 2 LLC's creditors.

The U.S. Trustee previously convened a meeting of creditors on
May 5.

San Jose, California-based Tropicana Partners 2 LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev.
Case No. 11-14920).  Terry V. Leavitt, Esq., at Terry V. Leavitt,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


TXU CORP: Bank Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 78.56 cents-on-the-dollar during the
week ended Friday, May 27, 2011, a drop of 0.57 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

About TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at March 31, 2011, showed $45.13
billion in total assets, $51.38 billion in total liabilities, and
a $6.25 billion total deficit.

*     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 16% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 84.39 cents-on-the-dollar during the
week ended Friday, May 27, 2011, a drop of 1.99 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017.  The loan is one of the
biggest gainers and losers among 203 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

About TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at March 31, 2011, showed $45.13
billion in total assets, $51.38 billion in total liabilities, and
a $6.25 billion total deficit.

*     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNILIFE CORPORATION: Posts $12.5MM Net Loss in March 31 Quarter
---------------------------------------------------------------
Unilife Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $12.5 million on $650,000 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$12.1 million on $2.4 million of revenues for the three months
ended March 31, 2010.

For the nine months ended March 31, 2011, the Company reported a
net loss of $30.1 million on $6.0 million of revenues, compared
with a net loss of $20.0 million on $8.8 million of revenues for
the nine months ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$98.2 million in total assets, $36.8 million in total liabilities,
and stockholders' equity of $61.4 million.

As reported in the Troubled Company Reporter on Oct. 4, 2010,
KPMG LLP, in Harrisburg, Pa., expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended June 30, 2010.
The independent auditors noted that the Company has incurred
recurring losses from operations and has an accumulated deficit.

A copy of the Form 10-Q is available at http://is.gd/bgAr5U

                    About Unilife Corporation

York, Pa.-based Unilife Corporation (NASDAQ: UNIS; ASX: UNS)
-- http://www.unilife.com/-- is a U.S. based developer,
manufacturer and supplier of advanced drug delivery systems with
state-of-the-art facilities in Pennsylvania.


UNION LAND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Union Land & Timber Corp.
        P.O. Box 233
        Lake City, FL 32054

Bankruptcy Case No.: 11-03853

Chapter 11 Petition Date: May 25, 2011

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

Debtor's Counsel: Andrew J. Decker, III, Esq.
                  THE DECKER LAW FIRM, P.A
                  P.O. Drawer 1288
                  Live Oak, Fl 32064-1288
                  Tel: (386) 364-4440
                  Fax: (386) 364-4508
                  E-mail: decklaw@windstream.net

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

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 Avery C. Roberts, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Roberts Land & Timber Investment      11-03851            05/25/11
Corp.


US SILICA: S&P Affirms CCR at 'B+' on Proposed Refinancing
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating (same as the corporate credit rating) and '3' recovery
rating to industrial sand producer U.S. Silica Co.'s proposed $260
million senior secured term loan due 2017. The '3' recovery rating
indicates the expectation of meaningful (50%-70%) recovery in
the event of a payment default. Proceeds from the proposed term
loan are expected to be used to repay outstanding debt and fund a
dividend to shareholders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on U.S. Silica. The rating outlook is stable.

The ratings on the company's existing term loan, a $163 million
senior secured debt, will be withdrawn once the proposed
transaction is completed.

"The rating affirmation reflects our view that the company's near-
term operating performance will continue to benefit from increased
natural gas shale drilling activity. As a result, we expect that
the company's credit metrics will remain at an acceptable level
given our view of its aggressive financial risk profile," said
Standard & Poor's credit analyst Maurice Austin. "In addition, we
expect the company's liquidity position to remain adequate under
our liquidity criteria."

The company's operating margins have steadily increased since
2004, and Standard & Poor's believes that operating performance
and credit metrics could strengthen further in 2012 given its
expectation that natural gas shale drilling activity will remain
robust. The company's continuing shift in product mix toward oil
and gas end markets, which tend to have higher margins,
will also contribute significantly to margin improvement,
according to Standard & Poor's.

Demand in the industrial sand industry tends to be regional due to
the somewhat prohibitive cost of transporting most types of the
product farther than 200 miles. This does not, however, preclude
competitive concentration; the largest industry players maintain
multiple locations in order to service large national accounts,
and permitting difficulties limit new entrants.


US SILICA: Moody's Affirms 'B1' Senior Secured Debt Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B1 rating for U.S. Silica
Company, Inc.'s amended and restated senior secured term loan
facility, affirmed its B2 probability of default rating, and
upgraded the company's corporate family rating to B1 from B2.

The rating outlook is stable.

The senior secured term loan facility has been amended and upsized
to $260 million from $165 million, and the maturity has been
extended to March 2017 from March 2016. The proceeds of the
amended term loan facility will be used to retire the existing $75
million mezzanine debt, fund a $25 million cash dividend to the
holding company, and pay transaction fees and expenses.

The upgrade of the CFR to B1 from B2 reflects the improved
operating performance and credit metrics of the company, resulting
from improved demand and conditions in the majority of its end
markets. The company's adjusted EBIT margins improved from 12% in
2008, to 18% in 2009, and to 20% in 2010, while debt-to-EBITDA
leverage declined from 4.8x in 2008 to 4.1x in 2010. The rating
change also reflects the modification of the company's capital
structure such that it relies solely on senior secured bank-debt.

Rating Rationale

U.S. Silica's B1 CFR reflects its limited size and reliance on a
single commodity-priced product, moderately high pro-forma
leverage (of about 4.2x at March 31, 2010, including Moody's
standard adjustments), relatively weak interest coverage, regional
concentration in the southern and eastern United States, exposure
to cyclical end markets, including glass production, building
products, oil & gas, and chemicals, and limited free cash flow
relative to outstanding debt. Moody's views the company's pro
forma debt level of $260 million as relatively high for a company
of its size and dependence on a single commodity product.

The rating is supported by U.S. Silica's improved operating
performance reflected in its growing EBIT margins. Positive
factors supporting the rating also include the company's position
as the second-largest producer of industrial silica in the United
States, with solid regional positions, extensive proven and
probable reserves estimated at over 20 years at current production
levels, strategically located quarries and production facilities,
manageable maintenance capital spending requirements, and long-
standing customer relationships.

U.S. Silica maintains sufficient liquidity given its scale and
cash needs. At March 31, 2011, the company had approximately $20
million available under its ABL credit facility and $25 million of
cash. In Moody's view, U.S. Silica is likely to be in compliance
with the financial covenants in its term loan agreement and ABL
agreement over the next 18 months. Moody's expects the company to
generate positive operating cash flow in 2011, but expect its free
cash flow to be constrained by the increased level of capital
expenditures targeted toward growth initiatives.

The stable outlook presumes that the company will begin generating
free cash flow as capital expenditures decline to more normalized
levels in 2012 and will apply free cash flow towards gradually
amortizing the term debt, and that demand in the majority of its
end markets will continue to improve amid a generally firm pricing
environment.

The ratings are unlikely to be upgraded further until the company
builds greater scale and diversity, while also demonstrating
conservative financial policies, and improving adjusted debt-to-
EBITDA to below 3.0x and EBIT-to-interest to above 3.0x on a
sustainable basis.

The ratings would be considered for downgrade in the event that
the company's adjusted debt-to-EBITDA leverage exceeded 5.0x,
liquidity were to appreciably tighten, or the business faced an
unexpectedly sharp decline in pricing or volume, or dividend
policies became more aggressive.

The principal methodology used in rating U.S. Silica was the
Global Building Materials Industry Methodology, published July
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Based in Frederick, Maryland, U.S. Silica operates 13 silica
mining and processing facilities and is the second-largest
producer of industrial silica sand in North America. Its end
markets include glass, building products, fillers, chemicals, and
oil and gas drilling. The company holds over 255 million metric
tons of reserves throughout the mid-Atlantic and Midwest.


VALEANT PHARMA: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Mississauga, Ontario-based Valeant
Pharmaceuticals International Inc.

"At the same time, we affirmed the 'BB-' issue-level rating (the
same as the corporate credit rating), on subsidiary Valeant
Pharmaceuticals International's senior unsecured notes," S&P said.

"We removed all of the ratings from CreditWatch with negative
implications, where they were placed on March 30, 2011, following
Valeant Pharmaceuticals International Inc.'s unsolicited $5.7
billion bid for Cephalon Inc.," continued S&P.

"The speculative-grade ratings reflect our view that Valeant
Pharmaceuticals will have an aggressive financial risk profile,"
said Standard & Poor's credit analyst Michael G. Berrien. "Despite
expected acquisition activity, we believe that the company will
commit to acquisitions that will not meaningfully exceed 4x, in
line with that stated financial policy. Notwithstanding the
benefits of a broader product portfolio attained from the merger
with Biovail, and the acquisition of PharmaSwiss in the first
quarter of 2011, its fair business risk profile also indicates the
potential for integration issues given the level of acquisition
activity."

"While we have long believed that Valeant Pharmaceuticals would
continually rely on acquisitions for growth, given its weak
internal R&D program, the size and leverage required to complete
these acquisitions has been much larger than we originally
expected," added Mr. Berrien. "Following its $3 billion merger
with Biovail in 2010, Valeant made an unsuccessful, unsolicited
$5.7 billion bid for Cephalon in March 2011. We believe that
Valeant Pharmaceuticals has the capacity and willingness to
complete an acquisition equal to, or larger than, Cephalon. Still,
we expect that, to fund a multibillion dollar acquisition, Valeant
will not increase adjusted leverage to significantly more than 4x
on a sustained basis."


VALLEJO, CA: Court Approves Disclosure Statement
------------------------------------------------
BankruptcyData.com reports that reports that the U.S. Bankruptcy
Court entered an order confirming the City of Vallejo's Disclosure
Statement related to the Company's Second Amended Plan for the
Adjustment of Debts, dated May 20, 2011.

According to the Disclosure Statement, ". . . the City believes
that the Plan provides the greatest and earliest possible
recoveries to holders of claims, that acceptance of the Plan is in
the best interests of all parties, and that any alternative
restructuring or reorganization would result in delay,
uncertainty, expense, litigation and, ultimately, smaller
distributions to creditors."

                        About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VALLEY FORGE COMPOSITE: Reports $687,900 Net Income in Q1 2011
--------------------------------------------------------------
Valley Forge Composite Technologies, Inc., filed its quarterly
report on Form 10-Q, reporting net income of $687,940 on
$6.4 million of sales for the three months ended March 31, 2011,
compared with a net loss of $493,359 on $4.5 million of sales for
the same period last year.

The Company's balance sheet at March 31, 2011, showed $7.2 million
in total assets, $5.3 million in total liabilities, all current,
and  stockholders' equity of $1.9 million.

As reported in the TCR on April 21, 2011, R.R. Hawkins &
Associates International, PSC, in Los Angeles, expressed
substantial doubt about Valley Forge Composite's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred net losses since inception.

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

                       http://is.gd/PMyNcP

Covington, Ky.-based Valley Forge Composite Technologies, Inc.,
has, since Sept. 11, 2001, focused on the development and
commercialization of its counter-terrorism products.  These
products consist of an advanced detection capability for illicit
narcotics, explosives, and bio-chemical weapons hidden in cargo
containers, the THOR LVX photonuclear detection system ("THOR"),
and a passenger weapons scanning device, ODIN.  In late 2009, the
Company and its partners completed the development of THOR in
Russia, and the system has been demonstrated through testing
conducted by P.N. Lebedev Physical Institute of the Russian
Academy of Sciences ("LPI") to be operational and performing to
the Company's satisfaction.


VEY FINANCE: Final Cash Collateral Hearing Set for June 16
----------------------------------------------------------
Bankruptcy Judge H. Christopher Mott will convene a final hearing
on June 16, 2011, at 10:00 a.m. to consider Vey Finance LLC's
request to use cash collateral securing the obligations to its
lender.

The Court held an expedited hearing on May 24, 2011, at 3:00 p.m.
in El Paso, to consider the Debtor's request on an interim basis.

Vey Finance seeks to use monies collected and revenues generated
from the Debtor's notes receivable and real property holdings to
fund its operations while in bankruptcy.  The funds, the Debtor
said, may constitute "cash collateral" as the term is defined in
Section 363(a) of the Bankruptcy Code.  The Debtor said Bank of
the West, Capital Bank and Compass Bank may assert a  lien or
interest in the cash collateral.

According to the Debtor, the lenders' interests are adequately
protected by a substantial equity cushion:

     -- The Debtor believes the value of Bank of the West's
collateral exceeds the amount of its debt, $1,422,867.  The Debtor
estimates that the Bank's real property and promissory notes
collateral had a value of $2,293,058 as of May 13, 2011;

     -- The Debtor believes the value of Capital Bank's collateral
exceeds the amount of its debt, $1,470,628.  The Debtor estimates
that the Bank's real property and promissory notes collateral had
a value of $1,612,629 as of May 13, 2011.

     -- The Debtor believes that the value of Compass Bass'
collateral exceeds or is approximately equal to the amount of its
debt, $4,500,000.  The Debtor estimates that the Bank's real
property and promissory notes collateral had a value of $4,600,000
as of May 13, 2011.

                         About Vey Finance

El Paso, Texas-based Vey Finance LLC borrows money from banks
which it subsequently loans to borrowers at a higher interest
rate.  The borrowers require real estate and provide Vey Finance
with a promissory note and deed of trust.  In return, Vey Finance
pledges the promissory note and beneficial interest under the deed
of trust to its lenders.  If the borrowers default, Vey Finance
forecloses on its collateral.  As a result, Vey Finance currently
owns and manages as landlord several parcels of commercial and
residential real estate.  The rents from that real estate are
pledged to the lenders who provide the initial financing.

Vey Finance filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-30901) on May 13, 2011.  Judge H. Christopher Mott presides
over the case.  Corey W. Haugland, Esq., at James & Haugland,
P.C., serves as bankruptcy counsel.  John W. (Jay) Dunbar, CPA,
serves as its regular accountant.  The Debtor scheduled assets of
$10,477,513 and liabilities of $12,504,207.  The petition was
signed by Veronica L. Veytia, managing member.


VEY FINANCE: Sec. 341 Creditors' Meeting Set for June 16
--------------------------------------------------------
The United States Trustee for the Western District of Texas will
convene a meeting of creditors in the bankruptcy case of Vey
Finance, LLC, on June 16, 2011, at 1:15 p.m. at El Paso Suite 135.

Proofs of Claim are due Sept. 14, 2011.

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

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

                         About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Corey W.
Haugland, Esq., at James & Haugland, P.C., serves as bankruptcy
counsel.  John W. (Jay) Dunbar, CPA, serves as its regular
accountant.  The Debtor scheduled assets of $10,477,513 and
liabilities of $12,504,207.  The petition was signed by Veronica
L. Veytia, managing member.


VEY FINANCE: Seeks to Hire James & Haugland as Bankr. Counsel
-------------------------------------------------------------
Vey Finance LLC seeks permission to hire as bankruptcy counsel:

          Corey W. Haugland, Esq.
          JAMES & HAUGLAND, P.C.
          609 Montana Avenue
          El Paso, TX 79949
          Tel: (915) 532-3911
          E-mail: chaugland@jghpc.com

at these hourly rates:

          Wiley F. James, III, Esq.     $300
          Corey W. Haugland, Esq.       $300
          Jamie T. Wall, Esq.           $225
          Aldo R. Lopez, Esq.           $175
          Paralegals                     $95

The Debtor has paid $41,769 to the firm as retainer.

The firm attests that it represents no interest adverse to the
Debtor.

                         About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The Debtor
scheduled assets of $10,477,513 and liabilities of $12,504,207.
The petition was signed by Veronica L. Veytia, managing member.


VEY FINANCE: Hires John W. Dunbar as Accountant
-----------------------------------------------
Vey Finance LLC seeks Bankruptcy Court authority to employ John W.
(Jay) Dunbar, CPA, as its regular accountant.

The Debtor said Mr. Dunbar has performed past services for the
Debtor and is familiar with the Debtor's books and records.
Among other things, the Debtor will look to Mr. Dunbar to prepare
payment schedules and budgets for inclusion in the Debtor's
disclosure statement and proposed plan of reorganization, and
provide litigation support with regard to the Debtor's anticipated
litigation with BBVA Compass Bank and possibly with other
creditors.

Mr. Dunbar charges $200 an hour.  Karla Rodriguez, his assistant,
bills $65.

Mr. Dunbar has been provided an $8,000 retainer.  He attests that
he doesn't represent an interest adverse to the Debtor.

                         About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Corey W.
Haugland, Esq., at James & Haugland, P.C., serves as bankruptcy
counsel.  The Debtor scheduled assets of $10,477,513 and
liabilities of $12,504,207.  The petition was signed by Veronica
L. Veytia, managing member.


VISIONARY IMAGING: Trustee's Earmarking Doctrine Argument Fails
---------------------------------------------------------------
WestLaw reports that the "earmarking" doctrine did not apply to
prevent a Chapter 7 trustee from avoiding payments that the debtor
had made to an entity that took over the business of supplying
radiology physicians to four community hospitals formerly serviced
by the debtor, in recognition of the fact that some of the
payments that the debtor received from hospitals, medicare and
medicaid, or insurers were for services provided, in whole or
part, by this other entity rather than the debtor.  The debtor,
upon receiving payments, made no attempt to segregate payments
that it received on account of services that it provided from
those received on account of services provided by this other
entity.  Moreover, the debtor did not maintain sufficient funds in
its accounts to pay this other entity, but used the entirety of
funds in its accounts as though it had ownership of those funds.
In re Visionary Imaging LLC, --- B.R. ----, 2011 WL 1765510
(Bankr. E.D. Mo.) (Surratt-States, J.!
).

A copy of the Honorable Kathy A. Surratt-States' Findings of Fact
and Conclusions of Law dated May, 5, 2011, is available at
http://is.gd/h3JY8Ifrom Leagle.com.

As reported in the Troubled Company Reporter on June 25, 2008, an
involuntary bankruptcy petition (Bankr. E.D. Mo. Case No. 08-
44581) was filed against Visionary Imaging LLC.  An Order for
Relief was entered on Aug. 19, 2008, and A. Thomas DeWoskin was
appointed as the Chapter 7 Trustee thereafter.


VITRO SAB: U.S. Trustee Forms Creditors Committee for U.S. Units
----------------------------------------------------------------
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 the U.S. units of Vitro, S.A.B. de C.V.

The Creditors Committee members are:

      1. Adam Berman
         Wilmington Trust FSB
         166 Mercer Street, Suite 2-R
         New York, NY 10012-3249
         Tel: (212) 941-4415
         e-mail: ABerman@wilmingtontrust.com

       2. Laura L. Moran, Vice President
          Corporate Trust Services
          One Federal Street, 3rd Floor
          Boston, MA 02110
          Tel: (617) 603-6429
          e-mail: laura.moran@usbank.com

       3. Dan Gropper, Managing Director
          Aurelius Capital Management, LP
          535 Madison Avenue, 22nd Floor
          New York, NY 10022
          Tel: (646) 445-6570
          e-mail: dgropper@aurelius-capital.com

       4. James Timothy Kelley
          Tristar Glass, Inc.
          5566 S. Garnett Road
          Tulsa, OK 74146
          Tel: (918) 392-9678
          e-mail: timk@tristarglass.com

       5. Erin Kim
          Pension Benefit Guaranty Corporation
          1200 K Street NW
          Washington, DC 20005
          Tel: (202) 326-4020
          e-mail: kim.erin@pbgc.gov

       6. Mollie L. Hines, Esq.
          Vice President Legal
          Oldcastle Building Envelope
          2745 Dallas Parkway
          Suite 560
          Plano, TX 75093
          Tel: (469) 241-3805
          e-mail: MHines@OldcastleBE.com

        7. Gary J. Meyers
           International Painters and Allied Trades Industry
           Pension Fund
           7234 Parkway Drive
           Hanover, MD 21076
           Tel: (410) 564-5502
           e-mail: gmeyers@iupat.org

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VUZIX CORP: Incurs $420,306 Net Loss in March 31 Quarter
--------------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $420,306 on $4.07 million of total sales for the three months
ended March 31, 2011, compared with a net loss of $1.50 million on
$2.06 million of total sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $8.14
million in total assets, $11.90 million in total liabilities and a
$3.76 million total stockholders' deficit.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.


W&T OFFSHORE: Moody's Rates New $600 Mil. Sr. Notes at 'Caa1'
-------------------------------------------------------------
Moody's assigned a Caa1 rating to W&T Offshore's (W&T) proposed
$600 million senior notes due 2019. Net proceeds from the notes
will be used to fund a tender offer for their existing $450
million of senior notes due 2014 and to reduce credit facility
borrowings. Ratings on the existing $450 million notes will be
withdrawn once they have been tendered. The outlook is stable. The
transaction will improve W&T's liquidity profile by extending the
maturity of their notes from 2014 to 2019 and increasing
availability under the credit facility.

RATINGS RATIONALE

The B3 CFR reflects the company's relatively small scale and
concentration in the offshore Gulf of Mexico (GOM), its good
diversification within the GOM, and the high decline rates,
capital intensity, and operational challenges inherent in the GOM
including risks of hurricane damage to drilling platforms and
pipeline transportation infrastructure. The rating also considers
W&T's twenty seven years of operating experience in the area. Over
the past several years, as the shallower GOM has matured, W&T has
increased its activities in the deeper areas which are inherently
exposed to greater operational challenges, however it has also
begun to diversify its operations into potentially more stable
onshore areas with an acquisition in the Permian Basin and working
interests in South and East Texas. The ratings are restrained by
high finding and development (F&D) costs and low reserve
replacement rates in 2008 and 2009, which improved significantly
during 2010 as the company made several acquisitions at favorable
F&D costs. Although the May 2011 Permian acquisition was at a high
price relative to proven developed reserves and future development
costs, the property's production is 91% oil and natural gas
liquids with a shallower decline rate and less inherent
operational risk than W&T's offshore properties. The acquisition
resulted in increased leverage on production, however leverage is
still low compared to similarly rated peers and is well within the
range assumed in the B3 CFR.

W&T's SGL-2 liquidity rating reflects good liquidity over the next
twelve months. At March 31, 2011 pro forma, the company had $58
million of cash and approximately $336 million of availability
under its senior secured credit facility which has a borrowing
base of $488 million. There are no debt maturities prior to 2015.
Covenants under the facility include a maximum debt / EBITDA ratio
of 3.0x and a minimum current ratio of 1.0x. As of March 31 pro
forma, W&T's debt / EBITDA was 1.5x and its current ratio was
greater than 5.0x (both ratios as calculated in the credit
agreement). Substantially all of W&T's assets are pledged as
security under the facility which limits the extent to which asset
sales could provide a source of additional liquidity if needed.

The Caa1 senior unsecured notes rating reflects both the overall
probability of default of W&T, to which Moody's assigns a PDR of
B3, and a loss given default of LGD 5 (73%). The size of the
senior secured revolver's potential priority claim relative to the
senior unsecured notes results in the notes being rated one notch
beneath the B3 CFR under Moody's Loss Given Default Methodology.

Negative rating action could occur if leverage were to increase
above $25,000 to $30,000 of debt / Boe of average daily
production, with debt / proven developed reserves of $15.00 or
more, due to leveraging acquisitions or a deterioration in reserve
replacement efficiency or production trend. A deterioration in F&D
costs, production trend, or liquidity could also pressure the
ratings. Positive rating action is unlikely in the near term given
the uncertainty regarding the regulatory environment, permitting
processes, and operating costs in the GOM due to the Macondo well
blowout and oil spill. Over the longer term, a positive outlook or
upgrade could result if the company demonstrates a continued
steady trend of reserve and production growth at favorable F&D
costs while maintaining leverage at or below current levels.

The principal methodology used in rating W&T Offshore was the
Independent Exploration and Production (E&P) Industry Methodology,
published December 2008. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009

W&T Offshore Inc. is an independent exploration and production
company headquartered in Houston, Texas.


WARNER MUSIC: Agrees to Indemnify 12 Current Directors
------------------------------------------------------
Warner Music Group Corp. entered into indemnification agreements
with each of its twelve current directors.  The Company's entry
into the Indemnification Agreements was proposed and approved
prior to the execution of the Agreement and Plan of Merger, dated
as of May 6, 2011, by and among the Company, Airplanes Music LLC
and Airplanes Merger Sub, Inc.

The Indemnification Agreements provide that the Company will hold
each Indemnitee harmless from and against liabilities, losses,
costs, expenses and other matters that may result from or arise in
connection with such Indemnitee's status or capacity as a director
of the Company to the fullest extent permitted by law, so long as
such Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in, or not opposed to, the best
interests of the Company.  Under the terms of the Indemnification
Agreements, the Company also agreed to advance expenses to those
directors upon a written request from the Indemnitee so long as,
to the extent required by applicable law, the Indemnitee submits
to the Company an unsecured written undertaking to repay any
expenses advanced if it is ultimately determined that such
Indemnitee is not entitled to indemnification under the
Indemnification Agreement.  Each Indemnification Agreement also
sets forth the procedures that will apply in the event that the
Indemnitee seeks indemnification or expense advancement thereunder
as well the procedures for enforcement of indemnification and
advancement rights.

The Indemnification Agreements are in addition to, and do not
limit in any way, any other rights to indemnification or
advancement of expenses to which the Company's directors may be
entitled under the Company's certificate of incorporation or
bylaws, under any other agreement or insurance policy or otherwise
under applicable law.

                  Resignation of Michael Fleisher

On May 17, 2011, Michael Fleisher submitted his resignation of all
employment and directorships with WMG Acquisition Corp. and its
affiliates effective as of May 31, 2011.  Mr. Fleisher will
continue to be paid at his current salary through May 31, 2011,
and his severance arrangements will be in accordance with his
amended employment agreement.

           Amendments to Certain Restricted Stock Agreements

The Company and each of Edgar Bronfman, Jr., the Company's
Chairman and CEO, and Lyor Cohen, Vice Chairman, Warner Music
Group and Chairman and CEO, Recorded Music-Americas and the U.K.,
have entered into amendments dated as of May 20, 2011 to their
respective restricted stock award agreements previously entered
into with the Company on March 15, 2008, as amended on January 18,
2011.  The Amendments provide that, except in the event of the
executive's earlier termination of employment without "cause" or
his resignation for "good reason", through the day prior to the
consummation of the proposed merger transaction with Airplanes
Music LLC and Airplanes Merger Sub, Inc., in accordance with the
merger agreement, or if earlier, through the date of termination
of the Merger Agreement in accordance with its terms, the market
price of the Company's common stock will not be taken into account
to determine the satisfaction of the performance vesting criteria
applicable to the restricted stock.  In the event the Merger
Agreement is terminated in accordance with its terms, the
satisfaction of the performance criteria will be determined as if
the day before and the day after the suspended period were
consecutive days.

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$3.61 billion in total assets, $3.87 billion in total liabilities
and a $254 million in total deficit.

                          *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WASHINGTON LOOP: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Washington Loop, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $45,000,000
  B. Personal Property               $98,259
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,653,754
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $3,186
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,046,754
                                 -----------      -----------
        TOTAL                    $45,098,259      $19,703,694

As reported in the Troubled Company Reporter on April 13, 2011,
the Debtor disclosed $45,098,259 in assets and $19,654,992
in liabilities as of the Chapter 11 filing.

A full-text copy of the amended schedules is available for free at

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

                     About Washington Loop, LLC

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.

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.  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.


WASHINGTON MUTUAL: Sullivan Hazeltime Tapped as Delaware Counsel
----------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 cases of Washington Mutual Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Sullivan Hazeltime Allinson LLC as its Delaware special
conflicts counsel.

Sullivan Hazeltine will represent the Equity Committee on matters
related to the Debtors' Chapter 11 case for which Ashby & Geddes,
its primary Delaware counsel, is restricted from handling due to
conflict rules.

The hourly rates of Sullivan Hazeltine's personnel are:

         William D. Sullivan, member        $360
         William A. Hazeltine, member       $360
         Elihu E. Allinson, III, member     $320
         John G. Pope, associate            $200
         Heidi M. Coleman, paralegal        $125

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

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York City and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.

Stephen D. Susman, Esq., at Susman Godfrey LLP and William P.
Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity
Committee.  The official committee of equity security holders also
tapped BDO USA as its tax advisor.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired the WaMu bank unit's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.


WASHINGTON MUTUAL: Taps Valuation Research to Appraise Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Washington Mutual, Inc., et al., to employ Valuation Research
Corporation as valuation service provider for certain assets.

VRC will provide valuation services, including:

    -- the income approach, which is a valuation technique that
       capitalizes anticipated income associated with the asset
       being sold;

   -- the market approach, which involves the compilation and
      analysis of recent sales of similar assets in the open
      market; and

   -- the coast approach, which is based on the amoun that
      currently would be required to replaced the service capacity
      of an asset.

The Debtor will pay VRC $120,000 and reimburse VRC in the amount
no to exceed $40,000 to hire individuals or firms who VRC believe
are qualified in the field of taxation, including tax litigation
to determine a range of probable outcomes for certain tax refund
litigations.

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

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York City and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.


WASTE2ENERGY HOLDINGS: Board Terminates Employment of CEO & Pres.
-----------------------------------------------------------------
The Board of Directors of Waste2Energy Holdings, Inc., terminated
the employment of Peter Bohan as President and Chief Executive
Officer of the Company.

On May 17, 2011, John Murphy, age 52, was appointed by the Board
as interim President and Chief Executive Officer of the
Company.  Since 2006, Mr. Murphy has been President of Fulcrum
Properties, Inc., a real estate and alternate investment firm.
From 2004 to 2011, Mr. Murphy has been managing member of Verita
Group, LLC, an energy sector consulting firm.

                     About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WATER STREET DEV'T: Sec. 341 Creditors' Meeting Set for June 17
---------------------------------------------------------------
William T. Neary, the United States Trustee for the Northern
District of Texas (Ft. Worth) will convene a meeting of creditors
in the bankruptcy case of Water Street Development Partners, L.P.,
on June 17, 2011, at 11:00 a.m. at FTW 341 Rm 7A24.

Proofs of Claim are due by Sept. 15, 2011.

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

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

              About Water Street Development Partners

Southlake, Texas-based Water Street Development Partners, L.P.,
filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-
42841) on May 13, 2011.  Judge Russell F. Nelms presides over the
case.  The Law Office of Mark B. French serves as the Debtor's
bankruptcy counsel.

Robert DeRogatis is a limited partner of the Debtor and holds a
99% equity interest.  Water Street Management LLC holds the other
1% stake.


WAXESS HOLDINGS: Posts $2.3 Million in March 31 Quarter
-------------------------------------------------------
Waxess Holdings filed its quarterly report on Form 10-Q, reporting
a net loss of $2.3 million on $226,718 of revenue for the three
months ended March 31, 2011, compared with a net loss of $616,608
on $0 revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed $2.0 million
in total assets, $7.1 million in total liabilities, and
stockholders' deficit of $5.1 million.

Jonathon P. Reuben, C.P.A. Accountancy Corporation, in Torrance,
California, expressed substantial doubt about Waxess Holdings'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
incurred net losses since inception, and as of Dec. 31, 2010, had
an accumulated deficit of $192,863.

A copy of the Form 10-Q is available at http://is.gd/lfTzlo

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.


WCK INC: Files Schedules of Assets and Liabilities
--------------------------------------------------
WCK Inc., filed with the U.S. Bankruptcy Court for the Central
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,000,000
  B. Personal Property            $1,260,570
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,736,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,340,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $23,000
                                 -----------      -----------
        TOTAL                    $17,260,570      $17,099,000

WCK, Inc., dba Four Points by Sheraton, in Diamond Bar,
California, filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 11-28047) on April 26, 2011.  Judge Peter
Carroll presides over the case.  John Eom, Esq., at Wilshire One
Law Group, serves as bankruptcy counsel.


WINTERLAND CONCESSIONS: Investors Can Sue Owners, Court Says
------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that overturning a lower
court's decision, an Illinois state appeals court ruled Wednesday
that minority shareholders of Winterland Concessions Co. can sue
majority owners for allegedly breaching a 1997 contract by causing
the T-shirt licensing company to file for bankruptcy.

Law360 relates that the Illinois First Judicial District Appellate
Court rejected the argument by defendants Cerberus Capital
Management LP, Madeleine LLC and Gordon Brothers Group that a
California bankruptcy court's decision precluded shareholders
Morton Lapides and his holding company, MML Inc., from suing.


WOUND MANAGEMENT: Posts $2.7 Million Net Loss in March 31 Quarter
-----------------------------------------------------------------
Wound Management Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $2.7 million on $935,412 of
revenues for the three months ended March 31, 2011, compared with
a net loss of $1.2 million on $66,690 of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed $8.3 million
in total assets, $2.9 million in total liabilities, and
stockholders' equity of $5.4 million.

As reported in the TCR on April 26, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about 's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial losses and has a working capital
deficit.

A copy of the Form 10-Q is available at http://is.gd/pF5783

Fort Worth, Texas-based Wound Management Technologies, Inc.
(OTC QB: WNDM) provides, through its wholly-owned subsidiary Wound
Care Innovations, LLC., its patented CellerateRX(R) product in the
quickly expanding advanced wound care market, particularly with
respect to diabetic wound applications.


XINERGY CORP: S&P Assigns 'B-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Knoxville, Tenn.-based Xinergy Corp. The rating
outlook is stable.

At the same time, Standard & Poor's assigned a 'B-' issue-level
rating (the same as the corporate credit rating) to the company's
$200 million senior secured notes due 2019. The recovery rating on
these notes is '4', indicating Standard & Poor's expectation that
lenders can expect average (30% to 50%) recovery in the event of a
payment default. The notes were sold pursuant to Rule 144A of the
Securities Act of 1933, and the company will not register the
securities with the SEC. The company plans to use proceeds from
the note offering to repay existing indebtedness, fund capital
expenditures, and provide liquidity for the company's operations.

The 'B-' corporate credit rating reflects the combination of what
Standard & Poor's considers to be the company's highly leveraged
financial profile and its vulnerable business risk profile.

"Our business risk assessment takes into account the challenges
the company faces in building out its planned mines on time and
budget, its lack of operating and customer diversity, and its
small size and scope," said Standard & Poor's credit analyst Marie
Shmaruk. It also considers the difficulties inherent in coal
mining including operating problems, price volatility,
transportation bottlenecks, weather-related disruptions, and
increasingly stringent environmental and safety regulations.
"These risks are particularly elevated in Central Appalachia
(CAPP), where the company operates," Ms. Shmaruk added.

Xinergy is a small producer. It currently operates seven mines at
two mining complexes in West Virginia and Eastern Kentucky and has
about 87 million tons of proven and probable reserves.


YAZOO PIPELINE: Trustee Can Attack Oil & Gas Lease Transaction
--------------------------------------------------------------
Pursuant to the step transaction doctrine, WestLaw reports, a
Chapter 7 trustee stated a claim to avoid, as an unauthorized
postpetition transfer, a buyer's acquisition of an oil and gas
lease that had belonged to the debtor's estate before it allegedly
was wrongfully allowed to lapse.  The trustee plausibly alleged
that the sole purpose behind the conduct of the debtor's insiders,
who also controlled or were employed by the buyer, in allowing the
lease to lapse was to enable the buyer to acquire the lease at a
lower price.  In re Yazoo Pipeline Co., L.P., --- B.R. ----, 2011
WL 1118467 (Bankr. S.D. Tex.) (Isgur, J.).

A copy of the Honorable Marvin Isgur's Memorandum Opinion in this
matter is available at http://is.gd/AMPaDHfrom Leagle.com.

Yazoo Pipeline Co., LP, Sterling Exploration & Production Co.,
LLC, and Matagorda Operating Co., LLC sought chapter 11 protection
(Bankr. S.D. Tex. Case No. 08-38121) on Dec. 23, 2008.  The cases
subsequently converted to chapter 7 liquidation proceedings and
Joseph Hill was appointed as the Chapter 7 Trustee for the
Debtors' estates.  Sterling was an oil and gas exploration and
production company.  Yazoo was an oil and gas pipeline companym
transporting Sterling's and other companies' oil and gas to shore
for delivery to purchasers.   Matagorda was the general partner of
Yazoo and the manager of Sterling.


ZAIS INVESTMENT: Taps Maples and Calder as Cayman Islands Counsel
-----------------------------------------------------------------
Zais Investment Grade Limited VII asks the U.S. Bankruptcy Court
for the District of New Jersey for permission to employ Maples and
Calder as Cayman Islands counsel.

Maples and Calder will advise and consultation to the Debtor with
respect to matters of Cayman Islands law, including, without
limitation, all implications of Cayman Islands concerning the
Debtor's day to day operations and day to day bankruptcy
proceedings.

The Debtor proposes to pay Maples and Calder's standard hourly
rates.

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

              About Zais Investment Grade Limited VII

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.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed $504 in assets and $365,771,549 in
liabilities.


ZAIS INVESTMENT: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Zais Investment Grade Limited VII asks the U.S. Bankruptcy Court
for the District of New Jersey amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                  $504
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $365,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $271,549
                                 -----------      -----------
        TOTAL                           $504     $365,771,549

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.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, Maples and Calder as Cayman Islands counsel,
and Jones Day as special counsel.


ZAIS INVESTMENT: Wants to Hire Jones Day as Special Counsel
-----------------------------------------------------------
Zais Investment Grade Limited VII, asks the U.S. Bankruptcy Court
for the District of New Jersey for permission to employ Jones Day
as special counsel.

Jones Day will, among other things:

   -- advise the Debtor regarding matters relating to the
      derivatives trades between the Debtor and the counterparties
      to the trades;

   -- advise regarding issues relating to the structure of the
      Debtor's collateralized debt obligations; and

   -- represent the Debtor in any litigation arising out of the
      Debtor's corporate and debt structure that is not direcly
      related to the administration of the Debtor's estate.

By separate application, the Debtor also sought Court's approval
to  employ Wollmuth Maher & Deutsch LLP as general bankruptcy
counsel and Maples and Calder as Cayman Islands counsel.

The hourly rates of Jones Day personnel are:

         Partners                  $700 - 950
         Associates                $315 - $600
         Paralegals                $190 - $225

Jones Day tells the Court that as of the Petition Date, the Debtor
owes the firm $201,647 in unpaid fees and expenses.  Jones Day
does not intend to waive its right to the payment.

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

About Zais Investment Grade Limited VII

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.  The Debtor
disclosed $504 in assets and $365,771,549 in liabilities.


ZOGENIX INC: Posts $19 Million Net Loss in Q1 2011
--------------------------------------------------
Zogenix, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $19.0 million on $9.0 million of revenues for the
three months ended March 31, 2011, compared with a net loss of
$21.5 million on $2.4 million of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed
$70.2 million in total assets, $59.5 million in total liabilities,
and stockholders' equity of $10.7 million.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

A copy of the Form 10-Q is available at http://is.gd/xkI9fD

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.  Zogenix's first
commercial product, SUMAVELr DosePro(TM)(sumatriptan injection)
Needle-free Delivery System, was launched in January 2010 for the
acute treatment of migraine and cluster headache.  Zogenix's lead
product candidate, ZX002, is a novel, oral, single-entity
controlled-release formulation of hydrocodone currently in Phase 3
clinical trials for the treatment of moderate to severe chronic
pain in patients requiring around-the-clock opioid therapy.


ZOO ENTERTAINMENT: Posts $5.6 Million Net Loss in Q1 2011
---------------------------------------------------------
Zoo Entertainment, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $5.6 million on $3.8 million of revenue
for the three months ended March 31, 2011, compared with net
income of $21,000 on $16.7 million of revenue for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$19.5 million in total assets, $15.3 million in total liabilities,
and stockholders' equity of $4.2 million.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.

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

                       http://is.gd/W8Ep1A

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ: ZOOG) is a
is a developer, publisher, and distributor of interactive
entertainment software for both retail and digital distribution
channels.


ZOOM TELEPHONICS: Posts $284,600 Net Loss in Q1 2011
----------------------------------------------------
Zoom Telephonics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $284,602 on $2.8 million of sales for the
three months ended March 31, 2011, compared with a net loss of
$298,078 on $2.5 million of sales for the same period last year.

The Company's balance sheet at March 31, 2011, showed $5.1 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $3.9 million.

As reported in the TCR on April 5, 2011, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Zoom Telephonics'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring net losses and continues to experience negative cash
flows from operations.

A copy of the Form 10-Q is available at http://is.gd/hODxSt

Headquartered in Boston, Massachusetts, Zoom Telephonics, Inc.
(OTC BB: ZMTP) -- http://www.zoomtel.com/-- designs, produces,
markets, sells, and supports broadband and dial-up modems, Voice
over Internet Protocol or "VoIP" products and services, WiFi(R)
and Bluetooth(R) wireless products, dialers, and other
communication-related products.


* BOND PRICING -- For Week From May 23 to 27, 2011
--------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
AMBAC INC            9.50  2/15/2021     11.50
AMBAC INC            7.50   5/1/2023     13.00
AMBAC INC            5.95  12/5/2035     12.00
AMBAC INC            6.15   2/7/2087      0.88
AHERN RENTALS        9.25  8/15/2013     46.00
BANK NEW ENGLAND     8.75   4/1/1999     13.50
BANK NEW ENGLAND     9.88  9/15/1999     13.75
BANKUNITED FINL      6.37  5/17/2012      5.50
BANKUNITED FINL      3.13   3/1/2034      6.75
CAPMARK FINL GRP     5.88  5/10/2012     59.25
CS FINANCING CO     10.00  3/15/2012      3.00
EDDIE BAUER HLDG     5.25   4/1/2014      4.00
FRANKLIN BANK        4.00   5/1/2027      5.49
FAIRPOINT COMMUN    13.13   4/2/2018      1.25
GREAT ATLANTIC       9.13 12/15/2011     24.25
GREAT ATLA & PAC     6.75 12/15/2012     28.50
HARRY & DAVID OP     9.00   3/1/2013     17.50
ELEC DATA SYSTEM     3.88  7/15/2023     96.00
HSBC-CALL06/11       6.00 12/15/2017    100.00
IAS-CALL06/11        8.75  6/15/2014    102.13
KEYSTONE AUTO OP     9.75  11/1/2013     40.00
LEHMAN BROS HLDG     6.00   4/1/2011     15.00
LEHMAN BROS HLDG     6.63  1/18/2012     24.95
LEHMAN BROS HLDG     5.25   2/6/2012     25.00
LEHMAN BROS HLDG     6.00  7/19/2012     25.00
LEHMAN BROS HLDG     3.00 11/17/2012     24.25
LEHMAN BROS HLDG     5.00  1/22/2013     24.70
LEHMAN BROS HLDG     5.63  1/24/2013     26.00
LEHMAN BROS HLDG     5.10  1/28/2013     24.75
LEHMAN BROS HLDG     5.00  2/11/2013     24.75
LEHMAN BROS HLDG     4.80  2/27/2013     22.25
LEHMAN BROS HLDG     4.70   3/6/2013     24.63
LEHMAN BROS HLDG     5.00  3/27/2013     25.00
LEHMAN BROS HLDG     5.75  5/17/2013     25.35
LEHMAN BROS HLDG     2.00   8/1/2013     24.38
LEHMAN BROS HLDG     4.80  3/13/2014     26.25
LEHMAN BROS HLDG     5.00   8/3/2014     24.70
LEHMAN BROS HLDG     6.20  9/26/2014     25.13
LEHMAN BROS HLDG     5.15   2/4/2015     24.88
LEHMAN BROS HLDG     5.25  2/11/2015     24.70
LEHMAN BROS HLDG     8.80   3/1/2015     24.50
LEHMAN BROS HLDG     8.50   8/1/2015     25.38
LEHMAN BROS HLDG     5.00   8/5/2015     24.75
LEHMAN BROS HLDG     6.00 12/18/2015     24.75
LEHMAN BROS HLDG     8.92  2/16/2017     25.75
LEHMAN BROS HLDG     8.05  1/15/2019     24.75
LEHMAN BROS HLDG     8.75 12/21/2021     24.13
LEHMAN BROS HLDG    11.00  6/22/2022     24.50
LEHMAN BROS HLDG    11.00  7/18/2022     24.50
LEHMAN BROS HLDG    11.00  8/29/2022     24.38
LEHMAN BROS HLDG     9.50 12/28/2022     24.63
LEHMAN BROS HLDG     9.50  1/30/2023     24.63
LEHMAN BROS HLDG     9.50  2/27/2023     21.00
LEHMAN BROS HLDG    10.00  3/13/2023     23.85
LEHMAN BROS HLDG    18.00  7/14/2023     24.63
LEHMAN BROS HLDG    10.38  5/24/2024     23.00
LEHMAN BROS INC      7.50   8/1/2026     15.00
LOCAL INSIGHT       11.00  12/1/2017      0.75
MAJESTIC STAR        9.75  1/15/2011     15.00
NEWPAGE CORP        10.00   5/1/2012     43.69
NEWPAGE CORP        12.00   5/1/2013     14.10
RESTAURANT CO       10.00  10/1/2013     13.00
RIVER ROCK ENT       9.75  11/1/2011     92.00
RASER TECH INC       8.00   4/1/2013     29.76
SBARRO INC          10.38   2/1/2015     23.25
THORNBURG MTG        8.00  5/15/2013     11.00
TRANS-LUX CORP       8.25   3/1/2012     14.00
TRANS-LUX CORP       9.50  12/1/2012     15.25
TOUSA INC            9.00   7/1/2010     17.00
TIMES MIRROR CO      7.25   3/1/2013     52.13
MOHEGAN TRIBAL       8.38   7/1/2011     91.00
TRICO MARINE         3.00  1/15/2027      1.00
TEXAS COMP/TCEH      7.00  3/15/2013     29.00
VIRGIN RIVER CAS     9.00  1/15/2012     48.50
WCI COMMUNITIES      7.88  10/1/2013      0.40
WCI COMMUNITIES      4.00   8/5/2023      1.57
WILLIAM LYONS        7.63 12/15/2012     55.75
WILLIAM LYON INC    10.75   4/1/2013     60.13
WOLVERINE TUBE      15.00  3/31/2012     46.75



                           *********

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 ***