TCR_Public/110531.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 31, 2011, Vol. 15, No. 149

                            Headlines

15-35 HEMPSTEAD: NYCB OKs Cash Collateral Use Thru July 30
15-35 HEMPSTEAD: Trustee Seeks to Retain Rhyne as Prop. Supervisor
409-413 BROADWAY: Voluntary Chapter 11 Case Summary
468 ASHTON: Case Summary & 4 Largest Unsecured Creditors
5731-37 WINTHROP: Case Summary & 20 Largest Unsecured Creditors

ACCENTIA BIOPHARMA: Posts $1.0-Mil. Net Loss in March 31 Qtr.
AGE REFINING: Court OKs Retention of Travis Wolff as Accountant
AGE REFINING: Can Sell Redfish Bay Assets to TexStar for $6.5MM
ALABAMA AIRCRAFT: Drops Motion to End Labor Contract
ALLIED IRISH: Posts EUR10.2 Billion Net Loss in 2010

AMBASSADORS INT'L: Sale Without Prejudice to Creditor Suit
AMERICA'S SUPPLIERS: Posts $126,800 Net Loss in First Quarter
AMERICAN POST: Incurs $470,700 Net Loss in First Quarter
AMTRUST FINANCIAL: Harbor-Led Auction for Parking Garage June 22
AMTRUST FINANCIAL: June 10 Hearing on Disclosure Statement

A.M.Y. REALTY: Case Summary & 4 Largest Unsecured Creditors
ANIKA AND ASSOCIATES: Voluntary Chapter 11 Case Summary
ARK DEVELOPMENT: BB&T Wants to Pursue Collateral Remedies
AVI PROPERTIES: Voluntary Chapter 11 Case Summary
AXIOM MANAGEMENT: Files Chapter 7 Petition

BALLY TOTAL: Contra Costa Retail Dispute Goes to State Court
BERNARD L. MADOFF: Mets Owner Want Suit in District Court
BLOCKBUSTER CANADA: Closing Some Stores in GOB Sales
BERNARD L. MADOFF: Trustee Responds to Wilpon's Dismissal Plea
BIO-KEY INTERNATIONAL: Earns $240,200 in First Quarter

BIOCORAL, INC: Incurs $200,607 Net Loss in First Quarter
BION ENVIRONMENTAL: Names Dominic Bassani as Interim CEO
BMF INVESTMENTS: Case Summary & 8 Largest Unsecured Creditors
BROWNIE'S MARINE: Posts $273,400 Net Loss in 1st Quarter
C 300: Voluntary Chapter 11 Case Summary

C-SWDE348 LLC: Proposes Bogatz & Associates as Attorneys
CAESARS ENTERTAINMENT: S&P Assigns 'B' Rating to $1.2BB Term Loan
CANNERY CASINO: S&P Affirms 'B-' CCR; Outlook Revised to Stable
CAPSALUS CORP: Incurs $966,500 Net Loss in First Quarter
CARDO MEDICAL: Posts $321,000 Net Loss in March 31 Quarter

CASA GRANDE: Voluntary Chapter 11 Case Summary
CENTRAL LEASING: Section 341(a) Meeting Scheduled for June 10
CENTURION PROPERTIES: Can Employ Gibbons & Riely as Appraiser
CENTURION PROPERTIES: Taps Lukins & Annis as Special Counsel
CHRISTIAN BROTHERS: Taps Tarter Krinsky as Gen. Bankruptcy Counsel

CHRISTIAN BROTHERS: U.S. Trustee Forms Creditors Committee
CIT GROUP: $15.8 Billion Swap Seeks Looser Terms
CLYDESDALE CLO: Moody's Raises Rating on Class D Notes to 'Caa3'
CNS RESPONSE: Incurs $6.9 Million Net Loss in Q2 Ended March 31
COMMONWEALTH BANKSHARES: Incurs $6.7-Mil. First Quarter Net Loss

COMMONWEALTH REIT: S&P Rates $250MM Preferred Shares at 'BB+'
COMMUNITY SHORES: Unit Inks $1.07MM Land Sale Deal With Velmeir
CONSOLIDATION SERVICES: Posts $111,900 Net Loss in 1st Quarter
CYBRDI INC: Posts $118,700 First Quarter Net Loss
DANCING BEAR: WestLB Wins Stay Relief to Continue Foreclosure

DANCING BEAR: Court Rejects $5 Million DIP Loan From Colbeck
DANCING BEAR: Ch. 11 Trustee Moot in View of WestLB Stay Relief
D.D.S. GROUP: Case Summary & 10 Largest Unsecured Creditors
DEMMIE ACOSTA: Court Defers Payment of Half of Brokers' Fees
DENNIS J. FULLENKAMP: Case Summary & 2 Largest Unsecured Creditors

DIAMONDHEAD CASINO: Incurs $552,100 Net Loss in 1st Quarter
DLGC II: U.S. Trustee Unable to Form Committee
DONALD HARTMANN: Court Trims Sally Frederick Lawsuit
DRYSHIPS INC: Ocean Rig Adopts Shareholder Rights Plan
DUKE & KING: U.S. Trustee Asks for Conversion or Dismissal

DUTCH GOLD: Restated 2009 Annual Report Hikes Net Loss by $0.9MM
DYNAMO LLC: Court Rejects Former Lawyers' Bid to Reopen Case
EAU TECHNOLOGIES: Karl Hellman Resigns as Director
EDRA BLIXSETH: Lender Set to Buy Yellowstone 'Family Compound'
ELITE PHARMACEUTICALS: Has 243.36MM Outstanding Common Shares

ELITE PHARMACEUTICALS: Wistar Morris Discloses 4.39% Equity Stake
ENTREMED, INC: Incurs $2.6 Million First Quarter Net Loss
ESCALON MEDICAL: Incurs $1.9 Million Net Loss in Q3 Ended March 31
EVANS OIL: Can Use Fifth Third's Cash Collateral Until June 3
EVANS OIL: Selling Marine Fuel Supply Equipment to Florida Marina

EVANS OIL: Fifth Third Wants to Commence Foreclosure on Property
EVERGREEN TRANSPORTATION: Trustee Seeks to Appoint Attorney
FANNIE MAE: Investor, Housing Lobby Clash on Fannie Future
FIDDLER'S CREEK: Bondholders Want Examiner, Not Confirmation
FIRST PHYSICIANS: Reports $1.04-Mil. Preliminary Loss for Q1

FONAR CORP: Five Directors Elected at Annual Meeting
FORTRESS ENERGY: CCAA Protection Extended Until June 30
FREEWAY FOODS: Landlord's Suit Stays in Bankruptcy Court
GALLERY ROW: Case Summary & 9 Largest Unsecured Creditors
GARLOCK SEALING: Given Plan Exclusivity Until Nov. 28

GIGI PROPERTIES: Voluntary Chapter 11 Case Summary
GOLDENPARK, LLC: Gets Interim Access to Urban's Cash Collateral
GOLDENPARK, LLC: Wants Until June 6 to File Schedules & Statements
GREAT ATLANTIC PRE-CAST: Case Summary & Largest Unsec. Creditors
GREAT ATLANTIC & PACIFIC: Wants to Start Superfresh Closing Sales

GREAT CHINA INTERNATIONAL: Posts $733,800 Net Loss in Q1 2011
GREEN ENERGY MANAGEMENT: Incurs $12.7 Million Net Loss in Q1 2011
GREEN MOUNTAIN: Moody's Upgrades Bank Debt Rating to 'Ba2'
GREENMAN TECHNOLOGIES: Posts $2.3-Mil. Loss in Fiscal 2nd Quarter
GULF FLEET: Wants Cash Collateral Access Extended Until Aug. 5

GULF OFFSHORE: S&P Affirms CCR at 'CCC+'; Outlook Developing
HARROGATE INC: Fitch Lowers Rating on Revenue Bonds to 'BB+'
HEALTHSPRING INC: S&P Affirms Counterparty Credit Rating at 'B+'
HEARUSA INC: U.S. Trustee Appoints 5-Panel Creditors' Committee
HEARUSA INC: Seeks Appointment of Consumer Privacy Ombudsman

HEARUSA INC: Patient Care Ombudsman Not Necessary for Now
HEARUSA INC: Sec. 341 Creditors' Meeting Set for June 17
HEARUSA INC: Gets Incompliance Notice From NYSE Amex
HEREFORD BIOFUELS: Dist. Court Rules on Suit v. Greenstone
HSRE-CDS I: Gets 2nd Interim OK to Use KeyBank's Cash Collateral

HSRE-CDS I: Taps BBK, Ltd. to Assist in Financing Transactions
HYMAN COS: Dist. Ct. Rejects Kieselstein's Indemnification Claims
INDIANAPOLIS DOWNS: Dismissal of Power Plant Lawsuit Sought
INNOLOG HOLDINGS: Incurs $654,600 First Quarter Net Loss
INTERNATIONAL BARRIER: Reports $11,100 Net Income in March 31 Qtr.

IRON MOUNTAIN: S&P Affirms CCR at 'BB-'; Outlook Negative
IVOICE, INC: Incurs $308,500 Net Loss in 1st Quarter
J&K WRIGHT: Court Confirms Second Amended Plan
JACKSON HEWITT: Hires Alvarez & Marsal as Fin'l Advisors
JACKSON HEWITT: Moelis on Board as Investment Banker

JACKSON HEWITT: Withdraws Listing of Common Stock from Exchange
JOHN CLEMENTE: Ex-Wife Loses Bid to Collect Counsel Fees
JOHN MESSINA: 7th Cir. Warns of Sanctions Over Frivolous Appeals
JORDAN HOSPITAL: S&P Affirms Rating on $81MM Bonds at 'BB-'
JUNIPER GROUP: SEC Requires Delivery of Certain Documents

KASDEN FUEL: Trustee May Hire Consultant in the Ordinary Course
LA JOLLA: Has $15.44 Million Outstanding Common Shares
LANDAMERICA 1031: $14.3 Million Deal Ends SunTrust ARS Dispute
LAS VEGAS RAILWAY: CFO Gregory West Resigns; Replacement Named
LASALLE RESIDENTIAL: Case Summary & 20 Largest Unsecured Creditors

LEGAL XTRANET: Suit v. AT&T Management Goes Back to State Court
LESLIE DANNER: Bauer & French Pay Terms Violate Bankruptcy Code
LEVEL 3: Subsidiary Enters Into Supplemental Indenture
LEWIS AND CLARK: Case Summary & 20 Largest Unsecured Creditors
LIBBEY INC: Three Directors Elected at Annual Meeting

LIFECARE HOLDINGS: Moody's Affirms Caa1 Corporate Family Rating
MARINA BIOTECH: Posts $3.7 Million Net Loss in First Quarter
MCCLATCHY CO: Promotes Mark Zieman to Vice Pres. Operations
MCCLATCHY CO: Moody's Changes Rating Outlook to Positive
MCINTOSH BANCSHARES: Expects $2.4-Mil. First Quarter Net Loss

METISCAN, INC: Posts $10,300 Net Loss in First Quarter
METROGAS S.A.: Posts ARS26.3 Million Net Loss in First Quarter
MIT HOLDING: Incurs $567,800 Net Loss in First Quarter
MIT HOLDING: Has 5-Year Distribution Deal with Global Reach
MMFX INTERNATIONAL: Agreed to Termination of Plan Exclusivity

MORTGAGES LTD: Says Greenberg Suit Belongs in State Court
MOUNTAINEER GAS: Fitch Upgrades IDR to 'BB'; Outlook Positive
MSR RESORT: Creditors Committee Wants Challenge Period Extended
NATIONAL AUTOMATION: Swings to $2.23-Mil. First Quarter Profit
NNN 2003: Reports $12.26-Mil. Net Income in First Quarter

NORD RESOURCES: Incurs $2.27 Million First Quarter Net Loss
NORTEL NETWORKS: Posts $105 Million First Quarter Net Loss
NORTEL NETWORKS: Keightley & Ashner Okayed as Pension Counsel
NORTEL NETWORKS: Settles With Israel Affiliate for $2 Million
NPS PHARMACEUTICALS: Amendment to 2005 Incentive Plan Approved

NUTRACEA: Posts $4.1 Million Net Loss in March 31 Quarter
OPTIONS MEDIA: Salberg & Company Raises Going Concern Doubt
ORANGE GROVE: Can Hire Jerome S. Cohen as Bankruptcy Counsel
OSAGE EXPLORATION: Incurs $57,400 Net Loss in First Quarter
OSSIS IRON: Case Summary & 20 Largest Unsecured Creditors

OUTSOURCE HOLDINGS: FBLB-Led Auction for Jefferson Bank on June 15
OUTSOURCE HOLDINGS: Taps Fenimore Kay Special Transaction Counsel
OXIGENE, INC: Incurs $863,000 Net Loss in First Quarter
PACIFICA MESA: Workers Sees Enterprise Value Drop, Withdraws Plan
PALM HARBOR: Wants Plan Exclusivity Until July 28

PARK CENTRAL: Taps Grubb & Ellis as Real Property Leasing Agent
PARK CENTRAL: Taps Valuation Consultants as Real Estate Appraiser
PARKER BUILDING: Case Summary & 9 Largest Unsecured Creditors
PARKERVISION, INC: Incurs $3.4 Million First Quarter Net Loss
PARMALAT SPA: 2nd Circ. Spares BofA from Investors' $300M Claim

PERSIAN GALLERY: Case Summary & 20 Largest Unsecured Creditors
PETROLEUM & FRANCHISE: Proposes Downs as Special Counsel
PLATINUM ENERGY: Tim Culp Discloses 7.9% Equity Stake
POINT BLANK: Equity Committee Can Hire Bifferato as Del. Counsel
POINT BLANK: Judge Stays Case Over Deregistration Plan

POLI-GOLD LLC: Can Access AZ Havasu Cash Collateral Until Sept. 30
PRECISION OPTICS: Incurs $302,300 Net Loss in Q3 Ended March 31
PRIUM SPOKANE: Can Employ Berreth, Lochmiller as Accountants
PURESPECTRUM, INC: Incurs $390,700 Net Loss in March 31 Quarter
QUALITY DISTRIBUTION: Seven Directors Elected at Annual Meeting

QUAMTEL, INC: Posts $679,100 Net Loss in First Quarter
QUIGLEY CO: Court Lacks Power to Halt Pfizer Asbestos Claims
R & R PLAZA: Case Summary & 14 Largest Unsecured Creditors
RADIENT PHARMACEUTICALS: Incurs $85.71 Million Net Loss in 2010
RADIENT PHARMACEUTICALS: Expects to Report $10MM-$12MM Loss in Q1

RADIO ONE: Doyle Mitchell Resigns from Board of Directors
RENASCENT, INC: Taps John Amsden for Claim vs. Thornburg
RICHARD LIND: Deutsche Bank Has Green Light to Amend Claim
RICKY MURRAY: Has Green Light to Use BB&T's Cash Collateral
RIDGERUNNER LLC: Bauer & French Pay Terms Violate Bankruptcy Code

RIVER ROCK: Reports $7.18 Million Income in March 31 Quarter
ROBERT BRYANT: Dolins Awarded $1,800 in Attorney Fees
ROCKY MOUNTAIN: Case Summary & 7 Largest Unsecured Creditors
RUGGED BEAR: Could Reopen Next Year; Franchisee Keeps 2 Stores
RUSSELL SUTHERLAND: Untimely Plan Prompts Case Dismissal

SALLY HOLDINGS: S&P Raises CCR to 'BB'; Outlook Revised to Pos.
SAINT VINCENTS: District Court Affirms Stay Enforcement Order
SBARRO, INC: Drops Prepack in Favor of Negotiating Sale
SBARRO, INC: Judge Sets July 8 Claims Bar Date
SEAHAWK DRILLING: Hayman Capital's Wind Down Financing Approved

SEP RIVERPARK: Plan Outline Hearing Continued Until June 1
SHARMA HOLDING: Case Summary & 12 Largest Unsecured Creditors
SHERIDAN GROUP: Incurs $2.36-Mil. First Quarter Net Loss
SHREE-GURU INVESTMENTS: Case Summary & Creditors List
SHOPS AT PRESTONWOOD: Taps Franklin Skierski as Bankruptcy Counsel

SHOPS AT PRESTONWOOD: Wants to Sell 6 Residential Lots to Insider
SIMMONS FOODS: S&P Lowers Corporate Credit Rating to 'B-'
SMART ONLINE: Incurs $987,798 Net Loss in First Quarter
SOURCE INTERLINK: Acquires Mind Over Eye
SPARTAN HOLDING: Case Transferred W.D.N.C. Bankruptcy Court

SRKO FAMILY: Can Hire Littleton & Project One as REIT Consultants
STONERIDGE INC: S&P Raises Corporate Credit Rating to 'BB-'
STUDIO ONE: Posts $1.9 Million Net Loss in Q3 Ended March 31
SUFFOLK REGIONAL OTB: Proposes Paying Admin. Creditors in Full
SUN VALLEY: Case Summary & 14 Largest Unsecured Creditors

SUPERIOR ACQUISITIONS: Plan Confirmation Date Extended to July 20
SW GEORGIA ETHANOL: Plan Filing Exclusivity Extended Until July 1
SW OWNERSHIP: Financing Denied, Wants Case Converted to Chapter 7
SYRACUSE LITHOGRAPHING: Case Summary & Creditors List
T3 MOTION: Restates Debenture Agreement with Vision Opportunity

TASTY BAKING: Common Stock Delisted from  NASDAQ
TAYLOR CAPITAL GROUP: Fitch Affirms Long-Term IDR at 'B-'
TELVUE CORPORATION: Incurs $797,600 Net Loss in March 31 Quarter
TEMPLE-INLAND: Moody's Upgrades Senior Unsecured Debt From Ba1
TIMOTHY BLIXSETH: Involuntary Petition Dismissed for Wrong Venue

TN-K ENERGY: Reports $596,800 Net Income in First Quarter
TOUSA INC: Wants to Use Lenders' Cash Collateral Beyond June 1
TOUSA TEXAS: Sells 71 Acres of Land to Michael Rose for $500,000
TRAILER BRIDGE: Incurs $10.39 Million Net Loss in First Quarter
TRIAD GUARANTY: Confirms 2011 Performance Goals

TRITON AVIATION: Fitch Affirms C Rating on Four Classes of Notes
TRUMP ENTERTAINMENT: Landry's Wins OK to Buy Trump Marina Casino
UDI PROPERTIES: Voluntary Chapter 11 Case Summary
UNITY HOUSE: Judge Approves Sale of Assets for $18.5 Million
UNO RESTAURANT: Velina Exum Suit Not "Related To" Bankruptcy

USA BABY: May Not to Pursue Speculative Claims, 7th Cir. Says
VILLA BELLAGIO: Case Summary & 6 Largest Unsecured Creditors
V.I.P. ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
VISUALANT, INC: Obtains $1MM Financing from Gemini & Ascendiant
VITA PARTNERS: Owes $2 Million From Two Landlords

VU1 CORPORATION: Posts $1.2 Million Net Loss in Q1 2011
VYTERIS INC: John Burrows Resigns as Director
W&K STEEL: Case Summary & 20 Largest Unsecured Creditors
WAGLE VENTURES: Case Summary & 3 Largest Unsecured Creditors
WARNER MUSIC: Receives Requisite Consents to Amend 2009 Indenture

WASHED AGGREGATE: Case Summary & 13 Largest Unsecured Creditors
WASHINGTON LOOP: ROBI1956 Wants Cash Collateral Use Request Denied
WATERFORD HOTEL: Holiday Inn in Michigan Files for Chapter 11
WCK INC: Secured Creditor Wants Cash Collateral Access Denied
WELLINGTON PRESERVE: Sale Approved; Liquidating Plan Confirmed

WENDY'S/ARBY'S GROUP: S&P Affirms CCR at 'B+'; Outlook Stable
WESTSIDE ATHLETIC: Case Summary & 14 Largest Unsecured Creditors
WINDMILL DURANGO: Gets OK for Flangas as Litigation Counsel
WINGATE AIRPORT: U.S. Trustee Unable to Form Committee
WINGATE AIRPORT: Gets Approval to Employ Neil J. Beller as Counsel

WL HOMES: Wachovia Has Enforceable Security Interest in Asset

* Bank of America, Morgan Stanley Settle Foreclosure Suit
* SecondMarket Says Claims Trading Facing 'Slowdown'

* Large Companies With Insolvent Balance Sheet


                            *********


15-35 HEMPSTEAD: NYCB OKs Cash Collateral Use Thru July 30
----------------------------------------------------------
The Honorable Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey signed a consent order resolving issues
between 15-35 Hempstead Properties, LLC, et al., and secured
creditor New York Community Bank.

The Consent Order disposes of NYCB's Motion for Relief from
Automatic Stay and Motion to Appoint a Trustee and Objection to
the Continued Use of Cash Collateral.  Among other things, the
parties agree on the Debtor's continued use of cash collateral
through the end of July 2011.

NYCB filed the Motion for Relief on March 10, 2011, citing the
Debtors' failure to file a confirmable plan of reorganization and
failure to make postpetition payments to NYCB.  The Official
Committee of Unsecured Creditors filed an objection to the motion
on April 7.  By April 13, the Debtor, NYCB, and the Committee
entered into the Consent Order.

The Consent Order provides that:

  -- NYCB's Motion for Relief will be granted upon approval of the
     Consent Order;

  -- NYCB will forebear from proceeding on any remedies so long
     as there is no uncured event of default under the Consent
     Order;

  -- NYCB's Motion to Appoint a Trustee is adjourned sine die,
     subject to being restored to the Court's calendar on two
     days' telephone notice;

  -- The Debtors' Motion for Cash Collateral Use will be approved
     through July 30, 2011, subject to the Consent Order and a
     prepared budget, a copy of which is available for free at:

     http://bankrupt.com/misc/1535HEMPSTEAD_cashcollbudgetthruJul2011.pdf

     A continued hearing on the use of cash collateral will be
     scheduled for July 25, 2011, at 11:30 a.m.

  -- The terms and conditions of the Third Cash Collateral Order
     are incorporated as if fully set forth and will be applicable
     through July 30, 2011.

  -- NYCB's forbearance will expire no later than July 30, 2011,
     subject to these terms:

     a. The Debtor will have filed a Plan of Reorganization and
        Disclosure Statement by April 15, 2011, in a form
        acceptable to the Bank and the Committee.

     b. The Debtor's Plan will require that if the "Sales
        Requirement" is not achieved by July 30, 2011, the
        property will be sold at an auction on or before Sept. 30,
        2011.

     c. The Debtor's Plan will also contain a provision for sales
        in the ordinary course which may commence after the Sales
        Requirement is met.

     d. Commencing immediately, only Ira Saligman or a property
        manager designated by him will have signatory authority or
        use of any debit card.  Mr. Saligman is to provide the
        Bank and Mr. Kates with 48 hours' notice of the issuance
        of payments over $500.

     e. Saligman-Decker may hire a property manager by filing an
        application consistent with Section 327(a) of the
        Bankruptcy Code who will report to Saligman-Decker and the
        Kates.

     f. The Plan will provide for a release price to NYCB of the
        greater of $130/sq. foot or 75% of gross proceeds.

     g. In the event of an auction, NYCB is entitled to credit
        bid.  In the event of a credit bid, NYCB will carve out
        proceeds to pay all administrative claims in full.

     h. Sale Requirements.  The Debtor will deliver agreements of
        sale which are approved by July 30, 2011 for closing on or
        before Sept. 30, 2011, which will be at least 60 units and
        generate at least $6 million of proceeds to NYCB.

    i. In the event unpaid administrative costs, exclusive of
       professional fees, exceed $200,000, NYCB will have election
       to require the Debtor to convert to a Chapter 7 proceeding.

    j. NYCB agrees to fund approved professional fees as a carve-
       out from any auction or credit bid.

    k. The Debtor will file a motion to remove to the Bankruptcy
       Court its pending real estate tax appeals against the City
       of Atlantic City, and the Debtor consents to intervention
       by NYCB and the Committee as parties in the Tax Appeals.

  -- The Debtor will file an application to employ its broker and
     Beverly Cox as bookkeeper.

Judge Burns inked the Consent Order on April 13.

By April 18, as a result of numerous alleged defaults by the
Debtors under the Consent Order, NYCB filed a Notice of
Presentment where it sought that the automatic stay be vacated as
it pertains to NYCB.

In an April 27 filing, the Committee notes that the time for NYCB
to request relief from the automatic stay has passed.  The
Committee says it further reserves all of its rights with respect
to NYCB's Motion for Relief.

              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.


15-35 HEMPSTEAD: Trustee Seeks to Retain Rhyne as Prop. Supervisor
------------------------------------------------------------------
Karen L. Gilman, the Chapter 11 Trustee for 15-35 Hempstead
Properties, LLC, and Jackson 299 Hempstead LLC, seeks authority
from the U.S. Bankruptcy Court for the District of New Jersey, to
retain Philip Rhyne as on-site property supervisor, nunc pro tunc
to May 12, 2011.

The Debtors on March 10, 2011, obtained permission from the
Bankruptcy Court to employ Saligman-Decker Associates, LLC, as
their property managers.

In its application, the Debtors said they need a manager to manage
their property by collecting rents, preparing an annual budget,
overseeing maintenance of the property, overseeing the acquisition
of insurance, keeping property records, preparing records and
overseeing landlord-tenant issues.

On April 22, 2011, Saligman-Decker hired Philip Rhyne as on-site
property manager, pending the execution of a formal contract and
presumably, filing of a formal retention application with the
Court.  Saligman-Decker did not file an application consistent
with the Consent Order or Section 327(a) of the Code.  The Letter
of Agreement specifies that Mr. Rhyne will be paid as a 1099
Contractor with no benefits at an annual salary of $47,500 plus
$5,000 bonus on December 31.  The Letter of Agreement provides for
an April 23, 2011, start date.  Mr. Rhyne's compensation also
includes a two-bedroom apartment, presumably at the Property.  The
Letter Agreement provides that all other terms of employment such
as vacation and severance are to be determined pending the
execution of formal contract.

Following the appointment of chapter 11 trustee on May 4, 2011,
Saligman-Decker abruptly resigned as Manager.  Despite Saligman-
Decker's resignation, Mr. Rhyne has acted in good faith as on-site
property supervisor with daily presence at the property and
continues to act in this capacity pursuant to the Letter
Agreement.

The Trustee said that an on-site supervisor with a daily presence
at the Debtors' property is critical to the preservation of the
Debtor's assets, given that the property consists of multiple
residential apartment units.

                   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.

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


409-413 BROADWAY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 409-413 Broadway, LLC
        409 Broadway
        Brooklyn, NY 11211

Bankruptcy Case No.: 11-44505

Chapter 11 Petition Date: May 25, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Lawrence Morrison, Esq.
                  140 East 45th Street, 19th Floor
                  New York, NY 10017
                  Tel: (212) 655-3582
                  Fax: (646) 390-5095
                  E-mail: morrlaw@aol.com

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

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

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

The petition was signed by Michael D. Alto, managing member.


468 ASHTON: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 468 Ashton LLC
        479 Ocean Avenue, Suite A
        Laguna Beach, Ca 92651
        Tel: (949) 715-1500

Bankruptcy Case No.: 11-17405

Chapter 11 Petition Date: May 25, 2011

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

Judge: Mark S. Wallace

Debtor's Counsel: David G. Epstein, Esq.
                  THE DAVID EPSTEIN LAW FIRM
                  P.O. Box 4858
                  Laguna Beach, CA 92652-4858
                  Tel: (949) 715-1500
                  Fax: (949) 715-2570
                  E-mail: david@epsteinlitigation.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-17405.pdf

The petition was signed by Mark Smith, managing member.


5731-37 WINTHROP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 5731-37 Winthrop, LLC
        2408 North Kedzie Blvd.
        Chicago, IL 60647

Bankruptcy Case No.: 11-22144

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: David K Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-22144.pdf

The petition was signed by Relu Stan, manager/member.


ACCENTIA BIOPHARMA: Posts $1.0-Mil. Net Loss in March 31 Qtr.
-------------------------------------------------------------
Accentia BioPharmaceuticals Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $1.0 million on $2.3 million of
sales for the three months ended March 31, 2011, compared with
a net loss of $45.8 million on $2.1 million of sales for the same
period ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $7.5 million
in total assets, $94.2 million in total liabilities, and a
stockholders' deficit of $86.7 million.

On March 31, 2011, the Company had an accumulated deficit of
approximately $328.5 million and a working capital deficit of
approximately $31.9 million.  Cash and cash equivalents at
March 31, 2011, was $2.5 million of which $2.3 million was
attributable to Biovest.  The Company's independent registered
public accounting firm's report included a "going concern"
qualification on the financial statements for the year ended
Sept. 30, 2010, citing significant losses and working capital
deficits at that date, which raised substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/VuD5V3

                About Accentia BioPharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(OTC QB: ABPI) -- http://www.accentia.net/ -- is committed to
advancing the autoimmune disease therapy, Revimmune(TM), as a
comprehensive system of care and drug regimen designed for the
treatment of autoimmune diseases.  Revimmune therapy includes an
ultra-high-dose regimen of Cytoxan(R) (cyclophosphamide),
exclusively supplied via a strategic agreement with Baxter
Healthcare Corporation.  Clinical trials for Revimmune are being
planned for the treatment of multiple autoimmune indications.

Accentia holds a majority-ownership stake in Biovest
International, Inc. (OTC QB: "BVTI"), an emerging leader in the
field of active personalized immunotherapies.  In collaboration
with the National Cancer Institute, Biovest has developed a
patient-specific, cancer vaccine, BiovaxID(R), with three clinical
trials completed, including a Phase III study for the treatment of
follicular non-Hodgkin's lymphoma.

Additionally, Accentia's wholly-owned subsidiary, Analytica
International, based in New York City, is a global research and
strategy consulting firm that provides professional services to
the pharmaceutical and biotechnology industries.  Since 1997,
Analytica has expertly directed research studies and projects,
including traditional health economic modeling projects, database
studies, structured reviews, heath technology assessments,
reimbursement analyses, and value dossiers.

On Nov. 10, 2008, Accentia BioPharmaceuticals, along with its
subsidiaries filed for Chapter 11 protection (Bankr. M.D. Fla.
Lead Case No. 08-17795).  The Company emerged from Chapter 11
protection, and the Plan of Reorganization became effective, on
Nov. 17, 2010.


AGE REFINING: Court OKs Retention of Travis Wolff as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
approved the employment of Travis Wolff, LLP as accountants to AGE
Refining, Inc.

Eric J. Moeller, the Chapter 11 trustee assigned in the Chapter 11
case of Age Refining, asked the Bankruptcy Court's permission to
hire Travis Wolff to provide accounting and bookkeeping
assistance, cash management assistance, including processing of
checks, payroll, deposits and other cash transaction, preparations
of schedules as required, and consulting on accounting, business
and tax matters.

Gary Hoyack, CPA, assurance partner, and Kelly Land, accounting
associate, will act as lead accountants in the Debtor's case.
Their hourly rates are:

     Mr. Hoyack              $275
     Ms. Land                 $75

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

The firm can be reached at:

         TRAVIS WOLFF, LLP
         9901 IH-10, Suite 500
         San Antonio, TX 78230
         Tel: (210) 820-3900
         E-mail: ghoyack@traviswolff.com

                        About Age Refining

AGE Refining, Inc. owns a refinery in San Antonio, Texas.  It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq.,
at Cox Smith Matthews Incorporated, represent the Chapter 11
debtor.  The Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities in its
bankruptcy petition.  About $29.6 million is owed to a group of
Construction Lenders led by JPMorgan Chase Bank, N.A., and
Chase Capital Corporation, and about $10 million is owed to
a group of Junior Lenders.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from Chief Executive Glen Gonzalez.  In November
2010, the trustee filed suit against Mr. Gonzalez, alleging he
breached his fiduciary duty by dipping into Company coffers for
his personal use while paying himself an excessive salary and
stock distributions, according to My San Antonio.


AGE REFINING: Can Sell Redfish Bay Assets to TexStar for $6.5MM
---------------------------------------------------------------
Eric J. Moeller, the Court-appointed Chapter 11 trustee of Age
Refining, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Texas to sell certain
of the Debtor's assets referred to as the Redfish Bay Assets, free
and clear of all liens, claims, and encumbrances to TexStar
Midstream Services, LP, for $6,500,000.

Judge Leif M. Clark also approved the Asset Purchase Agreement
between the Chap. 11 Trustee and Texstar, governing the purchase
and sale of the Redfish Bay Assets, a full-text copy of which is
available for free at

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

Pursuant to the court-approved bidding procedures, the deadline
for all potential buyers to submit offers for the purchase of the
Redfish Bay Assets was May 17, 2011.  On May 18, 2011, the Chap.
11 Trustee announced that he decided to sell the Redfish Bay
Assets to TexStar for $6,500,000.  Upon submission of the offer,
TexStar deposited $1,000,000 on May 17, 2011 with the balance of
the purchase price to be deposited by May 20, 2011.

The Chap. 11 Trustee has determined that the sale of the Redfish
Bay Assets to the Purchaser constituted the highest and best offer
for the Redfish Bay Assets and will provide a greater recovery for
the Debtor's estates than would be provided by any other available
alternative permitted under the Bid Procedures Order.

The Court's order provides that because JPMorgan Chase Bank, N.A.
and Chase Capital Corporation are the sole parties asserting liens
on the Redfish Bay Assets, interim partial payments of JPMorgan's
claims may be made from the proceeds of the transaction
contemporaneously with the closing.  The Chap. 11 Trustee states
that the interim, partial payments of the DIP Indebtedness due
JPMorgan are entirely appropriate because:

   (i) those payments were a precondition to the consents of
       JPMorgan and Chase Capital to the Sale as required by
       Section 363(f)(2) of the Bankruptcy Code;

  (ii) the Chap. 11 Trustee might not be able to adequately
       protect the liens of JPMorgan in the cash proceeds of its
       collateral; and

(iii) it would make little economic sense for the Chap. 11
       Trustee to retain the proceeds in escrow and continue to
       incur the substantial ongoing interest accruals and
       "negative carry" with respect to the DIP indebtedness.

                      About Age Refining

Age Refining, Inc. owns a refinery in San Antonio, Texas.  It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq.,
t Cox Smith Matthews Incorporated, represent the Chapter 11
debtor.  The Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities in its
bankruptcy petition.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from Chief Executive Glen Gonzalez.  In
November 2010, the trustee filed suit against Mr. Gonzalez,
alleging he breached his fiduciary duty by dipping into Company
coffers for his personal use while paying himself an excessive
salary and stock distributions, according to My San Antonio.


ALABAMA AIRCRAFT: Drops Motion to End Labor Contract
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alabama Aircraft Industries Inc. dropped a motion it
filed on March 10 to reject a collective bargaining agreement with
the labor union.  Although trial on the contract-rejection motion
was completed, the company decided no purpose would be served by
having the judge rule and further alienate workers considering how
the business will go up for auction June 6.

Mr. Rochelle relates that AAI said it was unable to locate an
"equity investor," meaning that terminating the labor contract
would serve no useful purpose since the business is being sold.
The company said it got what it needed from the workers when the
union agreed after the trial to modify the labor agreement by
deleting a requirement for the maintenance of the existing pension
plan.  The bankruptcy court also authorized a so-called distress
termination of the plan.

                     About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport.  The
Company currently has 92 salaried employees and 234 hourly
employees.  About 251 hourly employees were furloughed since
Jan. 1, 2010.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.  The
Company said it would likely cease operations by April 15,
2011, absent the elimination of its obligations under the pension
plan.  The Company owes $68.5 million to the Pension Benefit
Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


ALLIED IRISH: Posts EUR10.2 Billion Net Loss in 2010
----------------------------------------------------
Allied Irish Banks, p.l.c., filed on May 18, 2011, its annual
report on Form 20-F for the fiscal year ended Dec. 31, 2010.

KPMG, in Dublin, Ireland, noted that there are a number of
material economic, political and market risks and uncertainties
that impact the Irish banking system, including the Company's
continued ability to access funding from the Eurosystem and the
Irish Central Bank to meet its liquidity requirements, that raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The net loss of EUR10.2 billion for 2010 included a loss of
EUR6.0 billion on the transfer of assets to the National Asset
Management Agency ("NAMA").

Total operating income was negative EUR3.4 billion in 2010.
Excluding the loss on transfer of assets to NAMA, total operating
income was EUR2.6 billion.  This compares to EUR4.1 billion in the
year to December 2009, a decrease of EUR1.5 billion or 36%.

The Company's balance sheet at Dec. 31, 2010, showed
EUR145.2 billion in total assets, EUR140.9 billion in total
liabilities, and stockholders' equity of EUR4.3 billion.

A copy of the Form 20-F is available at http://is.gd/j6fXs9

                 About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.


AMBASSADORS INT'L: Sale Without Prejudice to Creditor Suit
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the bankruptcy judge gave Windstar Cruises
authority to sell its three luxury sailing yachts to The Anschutz
Corp., the order approving the sale says that creditors' committee
can nonetheless raise claims against the principal secured
creditor, Whippoorwill Associates Inc.

Mr. Rochelle relates that the committee unsuccessfully opposed the
sale.  Along with opposition papers, the committee filed a lawsuit
against Whippoorwill contending that the secured lender controlled
Windstar, fabricated the basis for an otherwise unnecessary
Chapter 11 filing, and arranged the sale so the price would be
enough to cover the debt it was owed plus counsel fees, "but not a
dollar more."  The order approving the sale says that the seller,
Windstar, and the buyer, Anschutz, were both in good faith.
Nonetheless, the last paragraph in the sale-approval order says
that it's without prejudice to the ability of the committee to
pursue claims against Whippoorwill and Windstar's managers.

Mr. Rochelle notes that there are grammatical errors in the
paragraph making it unclear exactly what the critical paragraph in
the order means and the extent to which it won't prejudice the
committee's suit.  A creditors' committee isn't automatically
authorized to file claims belonging to a bankrupt company.
Because the Windstar creditors' committee wasn't authorized to
file the complaint, the order also says that it can't be
interpreted as giving the committee the right to pursue the
complaint against Whippoorwill, according to Mr. Rochelle.

                  About Ambassadors International

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

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

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

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

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


AMERICA'S SUPPLIERS: Posts $126,800 Net Loss in First Quarter
-------------------------------------------------------------
America's Suppliers, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $126,787 on $3.35 million of
revenues for the three months ended March 31, 2011, compared with
net income of $18,460 on $3.23 million of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed
$1.63 million in total assets, $1.89 million in total liabilities,
and a stockholders' deficit of $254,586.

The Company has a recent history of operating losses and operating
cash outflows.  "These factors raise substantial doubt about our
ability to continue as a going concern," the Company said in the
filing.

As reported in the Troubled Company Reporter on March 26, 2010,
MaloneBailey, LLP, in Houston, 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
Company has suffered an accumulated deficit of $6,949,006 as of
Dec. 31, 2009.  MaloneBailey's opinion on the Company's 2010
financial statements did not include a going concern
qualification.

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

                       http://is.gd/CAVtrE

Scottsdale, Ariz.-based America's Suppliers, Inc., develops
software programs that allow the Company to provide general
merchandise for resale to businesses through its website at
www.DollarDays.com.


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.  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.


AMTRUST FINANCIAL: Harbor-Led Auction for Parking Garage June 22
----------------------------------------------------------------
The Hon. Pat Morgenstern-Clarren of the U.S. Bankruptcy Court for
the Northern District of Ohio authorized AmTrust Financial Corp.,
now known as, AmFin Financial Corp., et al., to conduct an auction
for a portion of their assets, where Harbor Group International
LLC would be stalking horse bidder.

As reported in the Troubled Company Reporter on May 5, 2011, Hilco
Real Estate will run a sales process for a parking garage that
includes ground floor retail and air rights for future
development.  The facility, which is located at 515 Euclid Avenue
in downtown Cleveland, is owned by AmFin Real Estate Investments,
Inc.  A stalking horse agreement has been executed setting the
minimum bid for the asset at $7,750,000.  The property was
constructed in 2005 at a cost in excess of $25 million.

Hilco will receive a flat fee of $75,000 plus expenses for its
services, together with a premium of 10% of any sale price
received by the Debtors in excess of $7,500,000.

The Debtors scheduled a June 22 auction for the assets at Tucker
Ellis & West LLP, 1150 Huntington Building, 925 Euclid Avenue,
Cleveland, Ohio.  Qualified bids are due June 20, at 5:00 p.m.

The Court will consider approval of the sale of the assets to
Harbor Group or the winning bidder at a hearing on June 23 at
10:30 a.m.

In the event of any competing bids for the assets, resulting in
Harbor Group not being the successful Buyer, it will receive a
breakup fee equal to 3% of the purchase price to be paid at the
time of the closing of the sale with such third party buyer.

Harbor Group is represented by Lawrence H. Bryant, Esq. --
lbryant@williamsmullen.com -- at William Mullens.

                    Lenders to Submit Credit Bid

Lenders U.S. Bank National Association, in its capacity as
Indenture Trustee and RBS Citizens, National Association doing
business as Charter One, asked that the Court authorize them to
credit bid their approximately $12.7 million of senior mortgage
indebtedness at the proposed auction of the property.

The Court-approved bid procedures provide that U.S. Bank and RBS
will be considered "qualified bidders" pursuant to 11 Sec. 363(K).

RBS Citizens is represented by:

         Stuart A. Laven, Jr., Esq.
         BENESCH, FRIEDLANDER COPLAN & ARONOFF LLP
         2300 BP Tower, 200 Public Square
         Cleveland, OH 44114-2378
         Tel: (216) 363-4500
         Fax: (216) 363-4588
         E-mail: slaven@beneschlaw.com

U.S. Bank National is represented by:

         Katherine Constantine, Esq.
         DORSEY & WHITNEY LLP
         Suite 1500, 50 South Sixth Street
         Minneapolis, MN 55402-1498
         Tel: (612) 340-2600
         Fax: (612) 340-2643
         E-mail: constantine.katherine@dorsey.com

                       About AmTrust Financial

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

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

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.

The debtor subsidiaries include AmFin Real Estate Investments,
Inc., formerly AmTrust Real Estate Investments, Inc. (Case No. 09-
21328).  AmTrust disclosed $128,461,114 in assets and $261,400,098
in liabilities as of the Chapter 11 filing.

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

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

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


AMTRUST FINANCIAL: June 10 Hearing on Disclosure Statement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that although there is no conclusion yet to litigation
with the Federal Deposit Insurance Corp. that will determine
whether creditors receive anything at all, there will be a hearing
on June 10 for approval of the explanatory disclosure statement
explaining the proposed Chapter 11 plan for AmTrust Financial
Corp.  The disclosure statement and plan was amended mid April.

Mr. Rochelle notes that for now, AmTrust has the upper hand with
the FDIC.  Last year, U.S. District Judge Donald C. Nugent in
Cleveland ruled that documents were ambiguous as to whether the
holding company was under a commitment to provide capital to the
bank subsidiary.  The FDIC claimed the unfulfilled commitment was
$550 million.

Mr. Rochelle recounts that at trial in April, a jury concluded
there was no commitment and thus no right for the FDIC to collect
$550 million from the AmTrust holding company, even though the
bank failed four days after AmTrust filed under Chapter 11 in
November 2009.  After the district judge enters judgment for
AmTrust, the holding company assumes the FDIC will appeal. The
pendency of the appeal will prevent a distribution to creditors
even if the plan is confirmed in the meantime.

Mr. Rochelle adds that there is a second dispute with the FDIC
over the entitlement to a $194 million tax refund for 2009 that
the Internal Revenue Service is yet to pay.  The FDIC claimed the
right to collect all but $9 million of the refund.  Since the tax
refund is the largest asset, the outcome of the dispute will
determine whether there is much to distribute to unsecured
creditors, even if AmTrust beats back the FDIC on its claim for
the $550 million.

                       About AmTrust Financial

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

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

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

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and liabilities
in its Chapter 11 petition.

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


A.M.Y. REALTY: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: A.M.Y. Realty, Inc.
        34 Hoffman Boulevard, 1st Floor
        East Orange, NJ 07017

Bankruptcy Case No.: 11-26497

Chapter 11 Petition Date: May 27, 2011

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Bruce W. Radowitz, Esq.
                  BRUCE W. RADOWITZ, ESQ. PA
                  636 Chestnut Street
                  Union, NJ 07083
                  Tel: (908) 687-2333
                  E-mail: bradowitz@comcast.net

Scheduled Assets: $500,000

Scheduled Debts: $1,050,000

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-26497.pdf

The petition was signed by Ajamu Kalonji, president.


ANIKA AND ASSOCIATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Anika and Associates, Inc.
        3890 Oakland Drive
        Bloomfield Hills, MI 48301-0000

Bankruptcy Case No.: 11-12407

Chapter 11 Petition Date: May 27, 2011

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@hjglawfirm.com

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

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

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

The petition was signed by Murray D. Wikol, president.


ARK DEVELOPMENT: BB&T Wants to Pursue Collateral Remedies
---------------------------------------------------------
Branch Banking and Trust Company, a North Carolina banking
corporation, asks the U.S. Bankruptcy Court for the Southern
District of Florida to modifying the automatic stay on Ark
Development/Oceanview, LLC's assets.

BB&T is successor-in-interest to Colonial Bank by asset
acquisition from the FDIC as receiver for Colonial Bank.  BB&T
holds a first priority mortgage on the Debtor's property located
in Broward County, Florida.  On Oct. 6, 2010, BB&T instituted a
foreclosure action against the collateral due to, among other
defaults, the Debtor's failure to make payments on the underlying
promissory note.  As of the Petition Date, the Debtor owed BB&T
$3,478,006.

BB&T seeks permission to complete its state court foreclosure
action against the Debtor's real property located in Broward
County, Florida.   In the alternative, BB&T requests the Court
enter an order conditioning the continuance of the automatic stay
on the Debtor providing adequate protection to BB&T.

BB&T explains that its interest in the collateral is not
adequately protected because the Debtor continues to hold and use
the collateral, while failing to make payments under the note and
mortgage, failing to pay real estate taxes, and failing to record
necessary easements to allow access to the collateral.  In
addition, the value of the collateral is unstable and at risk of
continued depreciation.

BB&T is represented by:

         W. Glenn Jensen, Esq.
         Alan J. Perlman, Esq.
         David J. Lienhart, Esq.
         ROETZEL & ANDRESS
         420 South Orange Avenue
         CNL II, 7th Floor
         Orlando, FL 32801
         Tel: (407) 896-2224
         Fax: (407) 835-3596
         E-mail: gjensen@ralaw.com
                 aperlman@ralaw.com
                 dlienhart@ralaw.com

                  About Ark Development/Oceanview

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

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


AVI PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: AVI Properties, LLC
        c/o Valerie Paz
        4241 Jutland Drive, #308
        San Diego, CA 92117

Bankruptcy Case No.: 11-27125

Chapter 11 Petition Date: May 25, 2011

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

Judge: Scott C. Clarkson

Debtor's Counsel: Stuart J. Wald, Esq.
                  LAW OFFICES OF STUART J. WALD
                  36154 Coffee Tree Place
                  Murrieta, CA 92562
                  Tel: (310) 429-3354
                  E-mail: stuart.wald@gmail.com

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

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

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

The petition was signed by Abraham (Avi) Greenboim, managing
member.


AXIOM MANAGEMENT: Files Chapter 7 Petition
------------------------------------------
BankruptcyData.com reports that Axiom Management filed for
Chapter 7 protection (Bankr. C.D. Calif. Case No. 11-32807) in Los
Angeles, California.  The staff recruitment company is represented
by Benjamin Nachimson of the Law Offices of Benjamin Nachimson.


BALLY TOTAL: Contra Costa Retail Dispute Goes to State Court
------------------------------------------------------------
SyWest Development, in its capacity as asset manager for Contra
Costa Retail Center, LLC, the defendant in the adversary
proceeding, BALLY TOTAL FITNESS CORPORATION, v. CONTRA COSTA
RETAIL CENTER, LLC, Adv. Proc. No. 09-01350 (Bankr. S.D.N.Y.),
asked the Bankruptcy Court to (i) permissively abstain from
hearing the Adversary Proceeding pursuant to, inter alia, 28
U.S.C. Sec. 1334(c)(1) and Federal Rule of Bankruptcy Procedure
5011; and (ii) dismiss the Adversary Proceeding pursuant to
Bankruptcy Rule 7012.  In a May 24, 2011 Bench Memorandum
Decision, Bankruptcy Judge Burton R. Lifland granted the Motion to
Abstain, rendering the Motion to Dismiss moot.

The main contention between the parties is whether a certain lease
of Bally Total Fitness Corporation terminated prepetition under
California law and may no longer be assumed.  A California trial
court found that Bally breached and must forfeit the lease; the
decision was upheld on appeal.  Bally, no longer able to contest
its breach, commenced the Adversary Proceeding before the
Bankruptcy Court, seeking application of a California anti-
forfeiture statute that prevents forfeiture of a breached lease in
"case of hardship."

According to Judge Lifland, while Bally's Adversary Proceeding may
be considered by the Bankruptcy Court, its resolution is more
appropriate for the California state court, pointing out that:

     -- the Adversary Proceeding is merely an offshoot of the
California state court proceeding involving the same parties,
lease, and premises, all present in California.

     -- as the Adversary Proceeding is essentially an equitable
appeal of the California state court's decision, notions of comity
suggest that the California state court, itself, should decide it.

     -- as the Bankruptcy Court has already ordered that the lease
be assumed pending resolution of the litigation in California, the
dispute solely involves state law issues.

     -- as Bally's chapter 11 plan has gone effective, resolution
of the Adversary Proceeding will not greatly impact administration
of the bankruptcy estate.

A copy of Judge Lifland's decision is available at
http://is.gd/5gSizcfrom Leagle.com.

                     About Bally Total Fitness

Bally Total Fitness operates nearly 300 fitness centers across the
United States.  With more than 3 million active members and over
30 years of experience, Bally is among the most popular health
club brands in America.  The professionals at Bally Total Fitness
help motivate members to improve their physical health and reach
their personal fitness goals with many affordable membership
choices -- including options with no long-term commitment.

Bally Total and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 07-12396) on July 31, 2007 after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  The Bankruptcy Court confirmed the
Company's Chapter 11 plan and the Company emerged from bankruptcy
Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11
(Bankr. S.D.N.Y., Lead Case No. 08-14818) on Dec. 3, 2008.  Their
counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of Sept. 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement to the
Bankruptcy on June 10, 2009.  The Plan was confirmed Aug. 19,
2009, and the Company emerged from bankruptcy Sept. 1, 2009.


BERNARD L. MADOFF: Mets Owner Want Suit in District Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fred Wilpon asked a U.S. district judge to snatch a
lawsuit out of the hands of bankruptcy court, where the trustee
for Bernard L. Madoff Investment Securities Inc. is seeking to
recover $1 billion from him, New York Mets owner Sterling Equities
Inc. and Wilpon's friends, family and associates.

According to the report, Mr. Wilpon argued in a filing yesterday
that the district court must take over the lawsuit because it
involves significant interpretation of unresolved issues of
federal law other than bankruptcy law.  He also claimed there is
conflict between the U.S. Bankruptcy Code and federal securities
law.

The trustee is seeking to recover $300 million in fictitious
profits and $700 million in principal the Wilpon group was able to
take out of the Madoff firm before the fraud surfaced publicly.

Mr. Rochelle relates that Mr. Wilpon contended that the trade
confirmations and account statements he received represented
evidence of legal ownership of securities that the trustee cannot
upset under bankruptcy law.  He also argued that payments he
received were protected by the so-called safe harbor provisions in
bankruptcy law. Under those parts of the Bankruptcy Code, payments
in settlement of securities transactions cannot be set aside by
bankruptcy judges.

Mr. Wilpon already has a motion pending seeking dismissal of the
lawsuit.  If a district judge takes away the lawsuit soon enough,
that judge would decide the dismissal motion.

                      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.


BLOCKBUSTER CANADA: Closing Some Stores in GOB Sales
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Blockbuster Canada Co. was authorized by the Canadian
judge to begin going-out-of-business sales at some stores.  The
receiver's statement didn't say how many are closing.  The
receiver, Grant Thornton Ltd., said it is looking for a buyer of
the "assets and operations."

                   About Blockbuster Canada

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., went into receivership in Canada on May 3, 2011.  Grant
Thornton Limited was appointed by the Ontario Superior Court of
Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel in the Chapter 15 case.  Blockbuster Canada is estimated
to have $50,000,001 to $100,000,000 in assets and liabilities.

Blockbuster Inc., the movie rental chain with a library of more
than 125,000 titles, along with 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.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. 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.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BERNARD L. MADOFF: Trustee Responds to Wilpon's Dismissal Plea
--------------------------------------------------------------
Irving H. Picard, the Trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC filed his opposition brief in the
United States Bankruptcy Court for the Southern District of New
York against the motion by Sterling Equities, its partners, their
family members, and certain related trusts and entities seeking
either the dismissal of the Trustee's complaint against them or
summary judgment.

In the opposition brief, the Trustee describes two critical
components of the fiduciary mandate which form the basis of his
claims against the Sterling Defendants.  The first is to locate
and recover fictitious profits, or "other people's money," that
the Sterling Defendants received from BLMIS and to redistribute
those assets equitably to those who withdrew less than they
deposited.

The second critical component of the Trustee's claims against the
Sterling Defendants emanates from the bankruptcy law concept of
good faith.  A lack of good faith under the bankruptcy law does
not require that the defendant actually did something illegal or
knew that it was dealing with a Ponzi scheme.  Instead, under
bankruptcy law, a defendant did not act in good faith if what it
knew about BLMIS gave it a reason to inquire further, but instead
it turned a blind eye and continued to take money from an
enterprise it should have known might be a fraud.

"Fred Wilpon, Saul Katz and the Sterling Partners are holding $300
million in fictitious profits consisting of 'other people's
money,' stolen money that they received from Bernard Madoff.  Yet
they refuse to return this stolen money," said David J. Sheehan,
counsel to the Trustee and a partner at Baker & Hostetler LLP, the
court-appointed counsel for the Trustee.

"This case is one of many actions undertaken by the Trustee to
fulfill his fiduciary obligation to return stolen money to the
rightful owners, who are BLMIS customers and creditors with
approved claims," said Mr. Sheehan.  "As today's filing shows, the
law and the facts verify the Trustee's allegations against the
Sterling Defendants.  There is no rationale -- in law or in fact -
- that justifies their retention of stolen money."

The opposition brief submits evidence -- including information and
testimony presented for the first time -- which substantiates the
Trustee's allegations against the Sterling Defendants, including
that they disregarded warnings from trusted advisors and their own
suspicions that BLMIS might be a fraud, because they were "fixated
on continuing to profit from their access to Madoff and his
returns."

"The law does not permit 'bad faith' investors to retain money
they received from an enterprise after indicia of possible fraud
becomes apparent," said Fernando A. Bohorquez, Jr., counsel to the
Trustee and a partner at Baker & Hostetler LLP.  "Even if the
Sterling Defendants did not specifically know that BLMIS was a
Ponzi scheme, they cannot keep the hundreds of millions of dollars
in principal transfers they received under circumstances
indicating that they should have known of possible fraud at
BLMIS."

The Sterling Defendants must return to the Trustee all of the
money that they received from BLMIS if they were on notice of
facts suggesting that BLMIS might be a fraud, but failed to
conduct a diligent investigation.  The Trustee's pre-complaint
investigation yielded evidence that shows that the Sterling
Defendants were aware that BLMIS might have been a fraud but
failed to investigate, including:

-- In 2001, the Sterling Partners explored purchasing "fraud
   insurance" for their BLMIS investments that would cover a Ponzi
   scheme;

-- Sterling Partner David Katz's own testimony that by 2002, he
   was "screaming for diversification" of the Sterling Partners'
   investments away from Madoff because "we don't know what he
   does" and so created their own hedge fund, Sterling Stamos, to
    achieve "Madoff-like returns";

-- Testimony of one of the Sterling Partners that he had heard
   Madoff might be front-running, which he understood meant that
   Madoff might be taking "information and us[ing] it illegally to
   his own benefit or to benefit his clients";

-- Testimony that the Sterling Partners were warned by their hedge
   fund business partners of the danger that their hundreds of
   millions of dollars at BLMIS could be frozen if there were an
   investigation into Madoff's operations.

Sterling Stamos Documents and Testimony Show that the Sterling
Partners Were Warned

Of particular note, the opposition brief provides more detail from
the testimony of Peter Stamos, the chief executive officer of
Sterling Stamos, the hedge fund co-founded by Mr. Stamos and the
Sterling Partners.  After describing his high opinion of Madoff,
Peter Stamos in the very next breath stated that Sterling Stamos's
due diligence protocols would have "stopped [Madoff] at the door"
and that he conveyed this information to a Sterling Partner.

Within days of the collapse of BLMIS, there were written
communications from Sterling Stamos stating that they had
recommended to the Sterling Partners for years that they should
have taken their money out of BLMIS, but that they had refused to
do so despite these warnings.  In particular, a December 2008
email by Sterling Stamos's chief investment strategist read: "In
fact, we had recommended to them [Sterling Partners] to redeem
[from BLMIS] for years but they kept their investment independent
of our recommendation."

Before the collapse of the Madoff Ponzi scheme, other credible
investment advisors expressed similar misgivings to the Sterling
Partners about Madoff, including:

-- A Merrill Lynch executive who told Saul Katz that Madoff would
   not pass Merrill Lynch's due diligence process;

-- A consultant to the Sterling Defendants who told Saul Katz that
   he "couldn't make Bernie's math work" and "Something wasn't
   right."

"Instead of listening to the advice of their own, hand-picked
hedge fund managers and other advisors, the Sterling Defendants
restructured Sterling Stamos to accommodate Madoff's unorthodox
demands for secrecy," said Mr. Sheehan.  "Peter Stamos's testimony
confirms that, to appease Madoff's desire to avoid disclosures
regarding the Sterling Partners' investments with BLMIS, Sterling
Stamos's operations and management were entirely restructured at
great time and expense."

Bayou Fund Ponzi Scheme -- A Lesson Ignored

In addition to warnings from experienced investment advisors, the
Sterling Partners had previous experience with another Ponzi
scheme in 2005.  The Trustee's opposition brief details the
lessons that the Sterling Partners should have learned from the
Bayou Fund Ponzi scheme and that they should have applied to
Madoff, but deliberately failed to do so.

"The facts are undeniable and inescapable.  The Sterling Partners
used their BLMIS accounts and the consistent, steady returns as a
source of liquidity for their various businesses, including the
Mets.  They also used their BLMIS accounts for leverage, borrowing
against them to obtain additional capital which they then
reinvested into their BLMIS accounts to double their returns,"
said Mr. Sheehan.  "As our evidence shows, the Sterling Defendants
were aware of and ignored indicia of fraud, despite a series of
escalating warnings about Madoff.  Of this there is no doubt."

The Sterling complaint was initially filed under seal on
December 7, 2010 in the United States Bankruptcy Court for the
Southern District of New York.  The original complaint was
unsealed on February 4, 2011, at the Trustee's request, and
amended on March 18, 2011.

                    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.


BIO-KEY INTERNATIONAL: Earns $240,200 in First Quarter
------------------------------------------------------
BIO-key International, Inc., filed its quarterly report on Form
10-Q, reporting net income of $240,171 on $1.4 million of revenues
for the three months ended March 31, 2011, compared with net
income of 1.0 million on $976,175 of revenues for the same period
last year.

During the period ended March 31, 2010, the Company recorded net
income from discontinued operations of approximately $435,000 from
the sale of its Law Enforcement division to InterAct911 Mobile
Systems, Inc., which closed on Dec. 8, 2009.

The Company's balance sheet at March 31, 2011, showed $5.5 million
in total assets, $4.7 million in total liabilities, and
stockholders' equity of $836,544.

As reported in the TCR on March 29, 2011, Rotenberg Meril Solomon
Bertiger & Guttilla, P.C., in Saddle Brook, New Jersey, expressed
substantial doubt about BIO-key's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has suffered substantial net
losses in recent years, and has an accumulated deficit at Dec. 31,
2010.

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

                        http://is.gd/hbx8aA

Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and delivers advanced
identification solutions to commercial and government enterprises,
integrators, and custom application developers.


BIOCORAL, INC: Incurs $200,607 Net Loss in First Quarter
--------------------------------------------------------
Biocoral, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $200,607 on $62,496 of net sales for the three months ended
March 31, 2011, compared with a net loss of $183,654 on $82,454 of
net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $1.62
million in total assets, $6.56 million in total liabilities and
$4.94 million total stockholders' deficit.

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

                        http://is.gd/W9Nvs7

                        About Biocoral, Inc.

Headquartered in La Garenne Colombes, France, Biocoral, Inc.
-- http://www.biocoral.com/-- was incorporated under the laws of
the State of Delaware on May 4, 1992.  Biocoral is a holding
company that conducts its operations primarily through its wholly-
owned European subsidiaries.  The Company's operations consist
primarily of research and development and manufacturing and
marketing of patented high technology biomaterials, bone
substitute materials made from coral, and other orthopedic, oral
and maxillo-facial products, including products marketed under the
trade name of Biocoral.  Most of the Company's operations are
conducted from Europe.  The Company has obtained regulatory
approvals to market its products throughout Europe, Canada and
certain other countries.  The Company owns various patents for its
products which have been registered and issued in the United
States, Canada, Japan, Australia and various countries throughout
Europe.  However, the Company has not applied for the regulatory
approvals needed to market its products in the United States.

As reported by the TCR on April 11, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about
Biocoral's ability to continue as a going concern.  Mr. Studer
noted that the Company had net losses of approximately $703,300
and $452,600 in 2010 and 2009, respectively.  "The Company had a
working capital deficiency of approximately $2,125,700 and
$1,585,300, at Dec. 31, 2010, and 2009, respectively.  The Company
also had a stockholders' deficit of approximately $4,734,700 and
$4,040,800 at Dec. 31, 2010, and 2009, respectively."

The Company reported a net loss of $703,272 on $307,655 of sales
for 2010, compared with a net loss of $452,592 on $425,055 of
sales for 2009.


BION ENVIRONMENTAL: Names Dominic Bassani as Interim CEO
--------------------------------------------------------
Dominic Bassani has become Bion Environmental Technologies, Inc.'s
Interim CEO effective May 13, 2013.  Mr. Bassani has served the
Company in various executive capacities since 2000.  Mr. Bassani
and the Company have agreed to negotiate, during the next three
months, an extension/amendment of the existing agreement with
Bright Capital, Ltd., pursuant to which Mr. Bassani currently
serves the Company.

Effective May 13, 2011, William O'Neill has resigned from his
positions as Director and CEO of the Company.  As the result of
Mr. O'Neil's resignation, his employment agreement has been
terminated and, pursuant to its terms, 679,688 options granted to
Mr. O'Neill have been cancelled and 70,312 options remain
outstanding and vested.  Mr. O'Neill will assist the Company on an
'as needed' basis to insure a smooth transition.

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.

As reported in the Troubled Company Reporter on September 27,
2010, GHP Horwath, P.C., in Denver, Colo., expressed substantial
doubt about Bion Environmental Technologies' 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 not generated revenue and has suffered recurring
losses from operations.


BMF INVESTMENTS: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BMF Investments, LLC
        120 W. Jefferson Avenue
        Wildwood, NJ 08260

Bankruptcy Case No.: 11-26179

Chapter 11 Petition Date: May 25, 2011

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

Judge: Judith H. Wizmur

Debtor's Counsel: Douglas S. Stanger, Esq.
                  FLASTER GREENBERG PC - LINWOOD
                  646 Ocean Heights Avenue
                  Linwood, NJ 08221
                  Tel: (609) 645-1881
                  Fax: (609) 645-9932
                  E-mail: doug.stanger@flastergreenberg.com

Scheduled Assets: $9,000,000

Scheduled Debts: $8,567,830

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-26179.pdf

The petition was signed by William H. Morey, Jr., general manager.


BROWNIE'S MARINE: Posts $273,400 Net Loss in 1st Quarter
--------------------------------------------------------
Brownie's Marine Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $273,404 on $362,900 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$160,154 on $464,183 of revenues for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $1.9 million
in total assets, $2.3 million in total liabilities, and a
stockholders' deficit of $376,419.

A copy of the Form 10-Q is available at http://is.gd/M5okmH

                      About Brownie's Marine

Brownie's Marine Group, Inc. (OTC BB: BWMG) --
http://www.brownismarinegroup.com/-- designs, tests, manufactures
and distributes recreational hookah diving, yacht based scuba air
compressor and nitrox generation systems, and scuba and water
safety products.  BWMG sells its products both on a wholesale and
retail basis, and does so from its headquarters and manufacturing
facility in Fort Lauderdale, Florida.

The Company reported a net loss of $1.2 million on $2.2 million of
revenues for 2010, compared with a net loss of $451,227 on
$2.4 million of revenues for 2009.  A copy of the Form 10-K is
available at http://is.gd/J2Llb1

L.L Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about Brownie's Marine Group's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has a working
capital deficiency and recurring losses and will need to secure
new financing or additional capital in order to pay its
obligations.


C 300: Voluntary Chapter 11 Case Summary
----------------------------------------
Debtor: C 300, LLC
        Squire, Sanders & Dempsey (US) LLP
        1 East Washington, Suite 2700
        Phoenix, AZ 85004

Bankruptcy Case No.: 11-15542

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Thomas J. Salerno, Esq.
                  SQUIRE, SANDERS & DEMPSEY (US) LLP
                  1 E Washington St. #2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4043
                  Fax: (602) 253-8129
                  E-mail: tsalerno@ssd.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Jerry Midzor, member.


C-SWDE348 LLC: Proposes Bogatz & Associates as Attorneys
--------------------------------------------------------
C-SWDE348, LLC, obtained permission from the U.S. Bankruptcy Court
for the District of Nevada to employ Bogatz & Associates, P.C. as
its bankruptcy counsel.

Scott Bogatz, an attorney at B&A, charges $450 per hour for his
services.

On March 7, 2011, B&A entered into a written engagement agreement
with the Debtor.  That agreement provides that B&A be paid a flat
fee of $7,500 by the Debtor for providing legal services to the
Debtor in this case.

To the best of the Debtor's knowledge, B&A is a "disinterested
person" within the meaning of Section 101(14) of the bankruptcy
code.

                     About C-SWDE348

Las Vegas, Nevada-based C-SWDE348, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 11-13942) on
March 21, 2011.  Scott Bogatz, Esq., at Bogatz & Associates, P.C.,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051) and
four affiliates filed for bankruptcy in 2009.  B-NWI1, LLC (Case
No. 10-15774) and nine other related entities sought bankruptcy
protection in 2010.  B-SCT1, LLC (Case No. 11-11560) and G-SWDE1,
LLC (Case No. 11-11991) filed Chapter 11 petitions in February
2011.  C-NW361, LLC, and five other affiliates sought bankruptcy
protection in March 2011.


CAESARS ENTERTAINMENT: S&P Assigns 'B' Rating to $1.2BB Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level rating
to Caesars Entertainment Operating Co. Inc.'s (CEOC) new $1.2
billion senior secured term loan, due 2018. "We assigned the
first-lien term loan our 'B' issue-level rating (one notch higher
than our 'B-' corporate credit rating on the company) with a
recovery rating of '2', indicating our expectation for substantial
(70%-90%) recovery for lenders in the event of a payment default,"
S&P related.

"Our 'B-' corporate credit rating and stable rating outlook on
CEOC and its parent company, Caesars Entertainment Corp.
(Caesars), are unaffected by the proposed transaction," S&P noted.

"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck. "While several actions taken by management
have positioned the company with a moderate covenant cushion and
very limited debt maturities over the next few years, Caesars'
capacity to continue to fund operational and capital spending
needs and meet debt service obligations relies on meaningful
growth in cash flow generation over the next few years."

"Although the amend and extend transaction improves Caesars'
already strong debt maturity profile, we believe the increased
interest rate that will be received by extending lenders will
weigh on the company's liquidity profile, given weak EBITDA
coverage of interest of just 0.9x as of March 31, 2011. We expect
EBITDA to begin to grow this year following three years of
moderate declines. However, absent meaningful growth in EBITDA
over the next few years, Caesars will likely burn substantial cash
to meet capital expenditure needs and may be challenged to
continue to meet long-term debt service obligations. The amendment
also allows Caesars to buy back loans from individual lenders at
a price that may be below par. Given the company's very weak
financial profile, we would likely view buybacks at a price
meaningfully below par as tantamount to a default and lower our
issue-level ratings on this debt in accordance with our distressed
exchange criteria," S&P elaborated.


CANNERY CASINO: S&P Affirms 'B-' CCR; Outlook Revised to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Cannery Casino Resorts LLC to stable from
negative. "We also affirmed our 'B-' corporate credit rating and
all issue-level ratings on the company," S&P stated.

"Our outlook revision to stable reflects Cannery's outperformance
relative to our expectations in recent periods," explained
Standard & Poor's credit analyst Melissa Long.

"In 2010, net revenue was essentially flat and EBITDA grew in the
low single digit percentage area, compared to our expectation for
a low-teens percentage decline in EBITDA. Furthermore, Cannery
continued to perform well through the first quarter of 2011, with
a high-single-digit percentage increase in net revenue and a
roughly 40% increase in EBITDA. Cannery's improving operating
performance has led to increased covenant cushion under its total
leverage covenant and we believe the cushion, in conjunction with
our updated operating performance expectations, should allow
Cannery to meet quarterly step-downs scheduled over the next two
years. Additionally, although the company's $70 million revolver
matures in May 2012, we believe the company is in the position to
successfully address this maturity based on operating trends and
our expectations for credit measures and cash flow generation,"
S&P noted.

"Our rating incorporates an expectation that EBITDA in 2011 will
increase by about 10%, largely driven by our performance
assumptions for the company's Meadows Casino in Pennsylvania.
Meadows accounts for almost two-thirds of Cannery's EBITDA. We
have factored in an expectation that Meadows' EBITDA will grow
around 20% in 2011 as the property will continue to realize the
benefit from the addition of table games through the first half of
2011. The property also benefits from a lower tax rate on table
game revenue as compared to slot revenue. In the second half of
2011 following the anniversary of tables and in 2012, we expect
moderate levels of revenue and EBITDA growth," according to S&P.

"Our 'B-' corporate credit rating reflects Cannery Casino Resorts
LLC's highly leveraged financial profile, the competitive dynamics
of the Las Vegas locals market, and our expectation that the U.S.
economy will only gradually improve over the next few years.
Still, the company's cash flow diversification from operating in
two markets on opposite sides of the country and its experienced
management team, with a proven track record within the gaming
industry, somewhat temper these negative rating factors," S&P
added.


CAPSALUS CORP: Incurs $966,500 Net Loss in First Quarter
--------------------------------------------------------
Capsalus Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $966,482 on $0 of net sales for the three months ended
March 31, 2011, compared with a net loss of $911,408 on $0 of net
sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.67 million in total assets, $5.29 million in total liabilities,
and a $617,587 total stockholders' deficit.

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

                       http://is.gd/7tLaO9

                       About Capsalus Corp.

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

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

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

As reported by the TCR on April 21, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered losses
from operations since its inception.


CARDO MEDICAL: Posts $321,000 Net Loss in March 31 Quarter
----------------------------------------------------------
Cardo Medical, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $321,000 for the three months ended
March 31, 2011, compared with a net loss of $1.5 million for the
same period last year.  The Company had no revenue from continuing
operations for the three months ended March 31, 2011, and 2010.

The Company's balance sheet at March 31, 2011, showed $5.5 million
in total assets, $2.5 million in total liabilities, and
stockholders' equity of $3.0 million.

As reported in the TCR on April 11, 2011, Marcum LLP, in Los
Angeles, Calif., expressed substantial doubt about Cardo Medical's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
continuing losses from operations, negative cash flows and limited
cash to fund future operations.

A copy of the Form 10-Q is available at http://is.gd/aS5pnv

Van Nuys, Calif.-based Cardo Medical, Inc. (OTC BB: CDOM)
-- http://www.cardomedical.com/-- has formerly operated as an
orthopedic medical device company specializing in designing,
developing and marketing high performance reconstructive joint
devices and spinal surgical devices.

In January 2011 the Company entered into an asset purchase
agreement to sell substantially all of its assets in the
Reconstructive Division to Arthrex, Inc.  The Company expects to
complete the sale of the Reconstructive Division assets during the
second quarter of 2011.  Additionally, the Company has completed
the sale of substantially all of the assets in the Spine Division
in April 2011.


CASA GRANDE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Casa Grande Land Equity Investors Limited Partnership II
        6133 E. Joshua Tree Lane
        Phoenix, AZ 85253

Bankruptcy Case No.: 11-15277

Chapter 11 Petition Date: May 26, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: Mark W. Roth, Esq.
                  POLSINELLI SHUGHART P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2012
                  Fax: (602) 926-8562
                  E-mail: mroth@polsinelli.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by John Deakin, managing general partner.


CENTRAL LEASING: Section 341(a) Meeting Scheduled for June 10
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Central
Leasing Co., of NJ, LLC's creditors on June 10, 2011, at
3:00 p.m., at the Office of the US Trustee, Raymond Blvd., One
Newark Center, Suite 1401, in Newark, New Jersey.

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

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

                       About Central Leasing

Midland Park, New Jersey-based Central Leasing Co. of NJ, LLC,
leases machinery and equipment.  The Company filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 11-11917) on
Jan. 24, 2011.  The Debtor disclosed $12,212,082 in assets and
$10,229,575 in liabilities as of the Chapter 11 filing.


CENTURION PROPERTIES: Can Employ Gibbons & Riely as Appraiser
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
has granted Centurion Properties III LLC PERMISSION to employ
Gibbons & Riely PLLC as appraiser to assist the Debtor in setting
the market value of the Debtor's property.

The firm will bill $285 per hour for this engagement.

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

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $50 million
to $100 million.

The United States Trustee was unable to appoint a creditors
committee in the case.


CENTURION PROPERTIES: Taps Lukins & Annis as Special Counsel
------------------------------------------------------------
Centurion Properties III LLC asks the U.S. Bankruptcy Court for
the Eastern District of Washington for permission to employ
Michael J. Hines at Lukins & Annis as special counsel to render
legal services related to the Debtor's pending litigation.

Lukin & Annis will be paid based on the rates of its
professionals:

   Professionals               Hourly Rates
   -------------               ------------
   Michael J. Hines, Esq.         $330
   Michael D. Franklin, Esq.      $250
   Laura Black, Esq.              $220

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

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee has been unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CHRISTIAN BROTHERS: Taps Tarter Krinsky as Gen. Bankruptcy Counsel
------------------------------------------------------------------
The Christian Brothers' Institute and The Christian Brothers of
Ireland, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Tarter Krinsky & Drogin LLP as their general bankruptcy counsel.

The firm can be reached at:

     Scott S. Markowitz, Esq.
     Ira R. Abel, Esq.
     TARTER KRINSKY & DROGIN LLP
     1350 Broadway, 11th Floor
     New York, New York 10018
     Tel.: (212) 216-8000
     E-mail: smarkowitz@tarterkrinsky.com
             iabel@tarterkrinsky.com

As the Debtors' general bankruptcy counsel, the firm will:

    (a) give advice to the Debtors with respect to their powers
        and duties as debtors-in-possession in the continued
        management of their properties;

    (b) negotiate with creditors of the Debtors in working out a
        plan of reorganization, and to take necessary legal steps
        in order to confirm said plan of reorganization,
        including, if need be, negotiations in financing a plan
        of reorganization;

    (c) prepare on behalf of the Debtors, as debtors-in-
        possession, necessary applications, answers, orders,
        reports and other legal papers;

    (d) appear before the bankruptcy judge and to protect the
        interests of the debtors-in-possession before the
        bankruptcy judge, and to represent the Debtors in all
        matters pending in the Chapter 11 cases; and

    (e) perform all other legal services for the Debtors, as
        debtors-in-possession, that may be necessary.

The Debtors desire to employ TKD under a general retainer because
of the extensive legal services required.

Scott S. Markowitz, Esq., a partner at Tarter Krinsky & Drogin
LLP, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                About Christian Brothers' Institute

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

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

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

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

No official committee of unsecured creditors has been appointed.


CHRISTIAN BROTHERS: U.S. Trustee Forms Creditors Committee
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, under 11
U.S.C. Sec. 1102(a) and (b), appointed seven unsecured creditors
who are willing to serve on an official committee of unsecured
creditors in the Chapter 11 cases of The Christian Brothers'
Institute and affiliated debtors in possession.

The Creditors Committee members are:

      1. William Shanks
      2. Thomas James
      3. Joseph Shanks
      4. Edwin Fowler
      5. James J. Eason
      6. William Williams
      7. Patrick Cullinan

                  About Christian Brothers' Institute

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

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

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

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


CIT GROUP: $15.8 Billion Swap Seeks Looser Terms
------------------------------------------------
Carla Main at Bloomberg News reported that CIT Group Inc. is
offering bondholders as little as 25% of the usual rate to loosen
the terms on $15.8 billion of debt.  The New York-based company
run by John Thain, Merrill Lynch & Co.'s former chief executive
officer, is willing to pay investors $2.50 per $1,000 face amount
of bonds to agree to waive limits on its ability to pay dividends,
transfer assets and sell debt.  CIT wants to change the terms of
the securities to help clear the way for its first sale of
unsecured debt since emerging from bankruptcy.  The offer suggests
that CIT is betting that bondholders expect Mr. Thain to return
the company to investment grade.

                          About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.  By repaying
and refinancing high-cost debt, CIT has reduced its cost of funds
and improved its net finance margin, adjusted to exclude accretion
income associated with fresh-start accounting (FSA) and other
distortions such as debt prepayment expense.  However, CIT's pre-
tax margins are well below pre-crisis levels, a function of high
funding costs and elevated, though declining credit costs.


CLYDESDALE CLO: Moody's Raises Rating on Class D Notes to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Clydesdale CLO 2003 Ltd.:

   -- US$234,000,000 Class A Senior Secured Floating Rate Notes
      Due 2015 (current outstanding balance of $74,236,255),
      Upgraded to Aaa (sf); previously on July 21, 2010 Upgraded
      to Aa1 (sf);

   -- US$19,000,000 Class B Second Priority Floating Rate Notes
      Due 2015, Upgraded to A1 (sf); previously on July 21, 2010
      Upgraded to Baa3 (sf);

   -- US$13,000,000 Class C Third Priority Floating Rate Notes Due
      2015, Upgraded to Ba1 (sf); previously on July 21, 2010
      Upgraded to Caa1 (sf);

   -- US$10,000,000 Class D Fourth Priority Floating Rate Notes
      Due 2015, Upgraded to Caa3 (sf); previously on June 17, 2009
      Downgraded to C (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes, which have
been paid down by approximately 44% or $57 million since the
rating action in July 2010. As a result of the delevering, the
overcollateralization ratios have increased since the rating
action in July 2010. As of the latest trustee report dated May 10,
2011, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 163.4%, 130.1%,
114.2%, and 104.4%, respectively, versus June 2010 levels of
126.6%, 113.0%, 114.2%, and 104.4%, respectively, and all related
overcollateralization tests are currently in compliance.

Moody's assumes a distribution of approximately $16 million of
principal proceeds, reported in the May 2011 trustee report, will
be made to the Class A Notes on the next payment date in June.
Moody's notes that the Class D Notes are no longer deferring
interest and that all previously deferred interest has been paid
in full.

Moody's also notes that the credit profile of the underlying
portfolio has been relatively stable since the last rating action.
Based on the May 2011 trustee report, the weighted average rating
factor is 2978 compared to 3085 in June 2010, and securities rated
Caa1 and below make up approximately 12.1% of the underlying
portfolio versus 13.8% in June 2010. The deal also experienced a
decrease in defaults. In particular, the dollar amount of
defaulted securities has decreased to about $6.6 million from
approximately $14 million in June 2010.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $122 million, defaulted par of $6.8 million, a
weighted average default probability of 23.97% (implying a WARF of
4191), a weighted average recovery rate upon default of 44.36%,
and a diversity score of 44. These default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Clydesdale CLO 2003 Ltd., issued in September of 2003, is a
collateralized loan obligation, backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was the "Moody's
Approach to Rating Collateralized Loan Obligations" 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.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

In addition to the base case analysis described above, Moody's
also performed sensitivity analyses to test the impact on all
rated notes of various default probabilities. Below is a summary
of the impact of different default probabilities (expressed in
terms of WARF levels) on all rated notes (shown in terms of the
number of notches' difference versus the current model output,
where a positive difference corresponds to lower expected loss),
assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (3353)

Class A: 0

Class B: +2

Class C: +1

Class D: +1

Moody's Adjusted WARF + 20% (5029)

Class A: 0

Class B: -2

Class C: -1

Class D: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior, and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1. Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering may accelerate due to
   high prepayment levels in the loan market and/or collateral
   sales by the manager, which may have significant impact on the
   notes' ratings.

2. Recovery of defaulted assets: Market value fluctuations in
   defaulted assets reported by the trustee and those assumed to
   be defaulted by Moody's may create volatility in the deal's
   overcollateralization levels. Further, the timing of recoveries
   and the manager's decision to work out versus sell defaulted
   assets create additional uncertainties.

3. Long-dated assets: The presence of assets that mature beyond
   the CLO's legal maturity date exposes the deal to liquidation
   risk on those assets. Moody's assumes an asset's terminal value
   upon liquidation at maturity to be equal to the lower of an
   assumed liquidation value (depending on the extent to which the
   asset's maturity lags that of the liabilities) and the asset's
   current market value.


CNS RESPONSE: Incurs $6.9 Million Net Loss in Q2 Ended March 31
---------------------------------------------------------------
CNS Response, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $6.9 million on $191,800 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$1.4 million on $178,300 of revenues for the three months ended
March 31, 2010.

For the six months ended March 31, 2011, revenues were $339,600
compared with revenues of $321,800 for the six months ended
March 31, 2010.  Net loss increased $3.8 million to &7.0 million
in the first half ended March 31, 2011, compared to $3.2 million
in the first half ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $1.1 million
in total assets, $11.5 million in total liabilities, and a
stockholders' deficit of $10.4 million.

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

                       About CNS Response

Aliso Viejo, Calif.-based CNS Response, Inc., is a cloud-based
neurometric company focused on analysis, research, development and
the commercialization of a patented platform which allows
psychiatrists and other physicians to exchange outcome data
referenced to electrophysiology.  With this information,
physicians can make more informed decisions when treating
individual patients with behavioral (psychiatric and/or addictive)
disorders.  The Company's secondary Clinical Services business,
operated by its wholly-owned subsidiary, Neuro-Therapy Clinic
("NTC"), is a full service psychiatric clinic.

Cacciamatta Accountancy Corporation, in Irvine, California,
expressed substantial doubt about CNS Response's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Sept. 30, 2010.  The independent auditors
noted that of the Company's continued operating losses and limited
capital.


COMMONWEALTH BANKSHARES: Incurs $6.7-Mil. First Quarter Net Loss
----------------------------------------------------------------
Commonwealth Bankshars, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $6.7 million on $6.3 million of net
interest income for the three months ended March 31, 2011,
compared with a net loss of $917,341 on $7.3 million of net
interest income for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$1.032 billion in total assets, $1.011 billion in total
liabilities, and stockholders' equity of $21.6 million.

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

Witt Mares, PLC, in Norfolk, Virginia, expressed substantial doubt
about Commonwalth Bankshares' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that of the Company's continued operating losses
and deterioration of the loan portfolio, undercapitalized status,
liquidity restrictions, and other restrictions as a result of
regulatory agreements.

Norfolk, Va.-based Commonwealth Bankshares, Inc., (Nasdaq:CWBS)
-- http://www.bankofthecommonwealth.com/-- is the parent of Bank
of the Commonwealth which opened its first office in Norfolk,
Virginia, in 1971.  Bank of the Commonwealth has 21 bank branches
strategically located throughout the Hampton Roads and Eastern
North Carolina regions.


COMMONWEALTH REIT: S&P Rates $250MM Preferred Shares at 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
$250 million 7.25% series E cumulative redeemable preferred shares
issued by CommonWealth REIT (CommonWealth). The company has
indicated that it plans to use proceeds from the offering to repay
borrowings under its revolving credit facility, which totaled $270
million at March 31, 2011, and general corporate purposes. The new
shares will rank pari passu with the company's existing preferred
share issues. "In addition to assigning the new rating on the
preferred shares, we affirmed our other outstanding ratings on
CommonWealth, including the 'BBB' corporate credit rating. Our
outlook on the REIT is stable," S&P stated.

"Our ratings on CommonWealth reflect the company's satisfactory
business risk profile, supported by a large, well-diversified
portfolio of office and industrial properties, as well as a lack
of development risk," said credit analyst Susan Madison.
"Nevertheless, credit metrics have weakened somewhat over the past
year reflecting weak office market fundamentals, particularly in
CommonWealth's suburban markets."

S&P noted, "We expect that CommonWealth's coverage metrics will
improve from current levels as the impact of recent well-leased
acquisitions bolsters NOI and occupancy levels. Additionally,
recent financing initiatives should lower interest expense and
other fixed charges. However, if FCC remains at about 2x over the
next 18 to 24 months, and prospects for improvement seem limited
due to weak property level performance, we could lower the rating
to 'BBB-'. We could also lower the rating if CommonWealth's
acquisition strategy becomes more focused on properties and
investments outside of the U.S-based office and industrial market.
We believe upward rating momentum is unlikely at this time,
given our expectations for continued pressure on the company's
operating metrics in light of still weak real estate
fundamentals."


COMMUNITY SHORES: Unit Inks $1.07MM Land Sale Deal With Velmeir
---------------------------------------------------------------
Community Shores Bank, a wholly-owned subsidiary of Community
Shores Bank Corporation, signed a purchase agreement with Velmeir
Acquisition Services, LLC, a limited liability company, to sell a
vacant land located at the corner of Apple Avenue and Quarterline
in the City of Muskegon.  The sale is intended to include all
buildings, improvements, easements, division rights, hereditaments
and appurtenances situated on or associated with the land.
Originally the Bank planned on using the land to build a branch.
The agreed on sale price is $1,075,000 and is subject to the terms
and conditions outlined in the Purchase Agreement, a copy of which
is is available for free at http://is.gd/UU4mpC

                      About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

The Company's balance sheet at March 31, 2011, showed
$242.39 million in total assets, $242.25 million in total
liabilities, and $141,754 in total shareholders' equity.

As reported by the TCR on April 6, 2011, Crowe Horwath LLP, in
Grand Rapids, Michigan, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant recurring
operating losses, is in default of its note payable collateralized
by the stock of its wholly-owned bank subsidiary, and the
subsidiary bank is undercapitalized and is not in compliance with
revised minimum regulatory capital requirements under a formal
regulatory agreement which has imposed limitations on certain
operations.

The Company reported a net loss of $8.88 million on $6.95 million
of net interest income for 2010, compared with a net loss of
$4.96 million on $6.79 million of net interest income for 2009.
Total non-interest income was $1.57 million for 2010, compared to
$1.97 million for 2009.


CONSOLIDATION SERVICES: Posts $111,900 Net Loss in 1st Quarter
--------------------------------------------------------------
Consolidation Services, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $111,912 on oil and gas revenues of
$86,500 for the three months ended March 31, 2011, compared with a
net loss of $41,331 on $0 revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed $5.3 million
in total assets, $258,702 in total liabilities, and
stockholders' equity of $5.0 million.

GBH CPAs, PC, in Houston, expressed substantial doubt about
Consolidation Services' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company sustained losses from operations for the
year ended Dec. 31, 2010, of $13.2 million, has inadequate working
capital to maintain or develop its operations, and is dependent
upon funds from lenders, investors and the support of certain
stockholders.

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

Las Vegas, Nev.-based Consolidation Services, Inc., was
incorporated in the State of Delaware on Jan. 26, 2007.  The
Company is engaged in the exploration and development of oil and
gas properties in Kentucky and Tennessee.


CYBRDI INC: Posts $118,700 First Quarter Net Loss
-------------------------------------------------
Cybrdi Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $188,699 on $113,811 of revenue for the three months
ended March 31, 2011, compared with a net loss of $352,244 on
$192,444 of revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$10.2 million in total assets, $5.4 million in total liabilities,
and stockholders' equity of $4.8 million.

KCCW Accountancy Corp., in Diamond Bar, Calif., expressed
substantial doubt about Cybrdi, Inc.'s ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred recurring
losses, accumulated deficit, and working capital deficit at
Dec. 31, 2010, and 2009.

A copy of the Form 10-Q is available at http://is.gd/7wLQJa

Cybrdi, Inc., is a holding company incorporated with 80% equity in
Chaoying Biotech, which is engaged in biotechnology manufacturing,
and research and development.  Through Chaoying Biotech, Cybrdi
also controls SD Chaoying, a cultural and entertainment company,
which is also developing a casino.  The Company is headquartered
in Xi'an, the capital of Shaanxi province, and a sub-provincial
city in the People's Republic of China.


DANCING BEAR: WestLB Wins Stay Relief to Continue Foreclosure
-------------------------------------------------------------
Bankruptcy Judge Michael E. Romero granted West LB, AG's request
for relief from the automatic stay in the three "Dancing Bear"
cases.

In Dancing Bear Land, LLC's case, West LB's motion for relief from
stay alleges the Debtor has no equity in a real property and
improvements associated with a luxury fractional interest
residence club in Aspen, Colorado, and West LB's debt is now over
$60 million.  West LB asserts the bankruptcy was filed on the eve
of foreclosure in the state court receivership case for the
purpose of hindering and delaying West LB.  Moreover, West LB
alleges Land and DB Capital Holdings, LLC, as part of an out of
court workout, waived the automatic stay and waived the right to
seek super-priority financing, although they are now seeking the
protection of the stay and are seeking super priority financing.
West LB asserts Land cannot provide adequate protection, and
cannot promulgate a feasible plan to finish the Project.  West LB
wants the stay lifted so it may continue with its state court
proceedings.

In the Capital case, West LB asserts Capital owns 100% of Land, an
insolvent single asset real property debtor.  As part of the loans
on the Project, West LB holds a security interest in Capital's
equity in Land.  West LB contends Capital waived, prepetition, any
ability to seek the protection of the stay against West LB.  In
addition, according to West LB, Capital has no equity in its
membership interest in Land, and such membership interest is not
necessary to an effective reorganization because the value of the
Real Property is much less than West LB's debt, and because
Capital has no real prospects for reorganization.

With respect to Dancing Bear Development, West LB seeks relief
from stay as to Development's equity ownership interest in
Capital.  West LB asserts Development, prepetition, waived any
ability to seek protection of the automatic stay, and has no
equity in the collateral, which is not necessary for an effective
reorganization.

The Debtors objected to West LB's Motions, arguing that relief
from stay is not appropriate because the Debtors' prepetition
waiver of their rights to claim protection of the automatic stay
is unenforceable, because West LB is adequately protected, and
because the Real Property is necessary for an effective
reorganization the Debtors have in prospect.

Aspen HH Ventures, LLC, which is seeking the appointment of a
Chapter 11 trustee in Capital's case, contends West LB's Motions
should be denied because there has not been a breach of contract
by Land or Capital, and because the prepetition waiver is
unenforceable.  Aspen HH maintains the only way the Project could
have incurred cost overruns which exceeded the budget is if West
LB breached the parties' loan agreements.  Aspen HH asserts West
LB did not require evidence prior to each loan advance that the
loan proceeds would be sufficient to cover all Project costs.

In granting West LB's Motions, Judge Romero held that the Debtors'
proposals with respect to reorganization and providing payments to
West LB are speculative and do not provide adequate protection for
purposes of relief from stay.

The Project consists of two phases.  Phase I, or the Parkside
Building, is the fractional interest residence club located at 411
S. Monarch Street in Aspen.  Phase II, or the Mountainside
Building, is the partially developed parcel located at 219 E.
Durant Avenue in Aspen.  Phase I contains a 9-unit condominium
building, divided into 72 fractional units, as well as two
restricted-income housing units that have been allocated for
employees, a restaurant space, underground parking and storage, a
meeting space, an exercise facility, and a rooftop deck.  Thirty-
two of the fractional units in Phase I have been sold, leaving 40
units still available.  Phase II was conceived as an 11-unit
condominium building to be divided into 80 fractional interests
and one penthouse which itself may be divided into 8 fractional
interests.  Construction on Phase II was halted in mid-2009 and,
except for some basic monitoring and maintenance for safety,
drainage and snow-loading, the Phase II property has been dormant
since construction was halted.

To fund the development of the Project, Land, Capital and a
subsidiary of Capital, LCH LLC, obtained two loans from West LB:

     -- a $53,000,000 senior loan in June 2006; and
     -- a $5,000,000 second loan in September 2006.

Land defaulted on the loan in 2009.

Judge Romero noted that the Debtors have not proposed a plan or an
outline of a plan.  They have presented a project analysis
indicating the Project cannot be completed without reliance on a
super-priority DIP financing arrangement, and the "value
engineering" and "rebranding" of the Project.  In addition, new
contractors and an as-yet unnamed "third party manager" will have
to be hired, and the Debtors offered no evidence as to whether
they had investigated the availability and timing of hiring such
personnel.  Even with a proposed DIP financing, the Project's
second building will not be completed until May 2013,
approximately two years from now.  Payments on West LB's secured
debt will not begin until six months after that, and the sales of
the interval interests will not be completed until August 2016,
over six years after the filing of the involuntary petition.
According to Judge Romero, the Debtors' proposals are simply too
speculative and too attenuated to comprise a reasonable
possibility of a successful reorganization within a reasonable
time.

A copy of Judge Romero's May 25, 2011 decision is available at
http://is.gd/hvnUbmfrom Leagle.com.

                        About Dancing Bear

DB Capital Holdings, LLC, is a limited liability company organized
under the laws of the State of Colorado.  Its assets include its
membership interest in Dancing Bear Land, LLC, as well as Dancing
Bear Realty, LLC, and LCH LLC.  Those entities were used to
develop and sell a luxury fractional ownership condominium project
(made up of two buildings located across the street from each
other) in Aspen, Colorado known as the "Dancing Bear Aspen".
Dancing Bear Land holds title to the two parcels of real property
on which the Project is being constructed.  The Debtor has one
Class A member, Aspen HH Ventures, LLC, and one Class B member,
Dancing Bear Development, LP.  The general partner of Dancing Bear
Development, LP, is Dancing Bear Management, LLC, which has no
membership or other interest in the Debtor, and is solely owned by
Tom DiVenere.  The Debtor is managed, pursuant to its Operating
Agreement, by Dancing Bear Management, LLC.

Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case
No. 10-25805) against DB Capital Holdings on June 24, 2010.  The
order for relief was entered Nov. 29, 2010.  Jeffrey S. Brinen,
Esq., represents the petitioners.  In its schedules, DB Capital
disclosed liabilities of $57,456,046.

On Oct. 19, 2010, Dancing Bear Development, LP, filed for
Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) to stay
foreclosure of its membership interest in Capital.  DB Development
estimated assets and debts below $1 million.

On Nov. 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11
relief (Bankr. D. Colo. Case No. 10-39584), to stay foreclosure of
its Property.  In its schedules of assets and liabilities, DB Land
disclosed $58 million in liabilities.


DANCING BEAR: Court Rejects $5 Million DIP Loan From Colbeck
------------------------------------------------------------
Bankruptcy Judge Michael E. Romero denied the request of Dancing
Bear Land, LLC, and DB Capital Holdings, LLC, to obtain up to
$5 million in DIP financing agreement from Colbeck Capital
Management, LLC, as Administrative Agent.

The DIP Facility is secured by all assets of the Debtors including
all avoidance actions under the Bankruptcy Code.  The proposed
financing has an option for a further $35 million credit line if
certain projections are met, and gives Colbeck super-priority
status.  The interest rate is LIBOR plus 13% per annum.  The loan
matures 12 months from the effective date of a reorganization
plan.

The Debtors proposed to grant a senior lien on the property,
priming the lien of West LB.  The Debtors assert West LB will be
adequately protected by the anticipated increase in value in the
Property, and by monthly adequate protection payments of $100,000.

The Debtors intend to finance the development of the Project and
repayment of the DIP Facility through the subsequent $35 million
priming facility and then repay that facility through the sale of
remaining inventory in the Project.

The Debtors believe unless they are permitted to borrow the
currently proposed $5 million DIP Facility, they will not be able
to reorganize.  The Debtors also believe without at least
approximately $19,173,594 of priming financing and the ability to
sell West LB's collateral to fund development expenses they cannot
successfully develop the Project.

West LB objected, alleging that the Debtors have no free and clear
assets with which to offer adequate protection, and have no equity
cushion in any of their assets which could be used for the same
purpose.  West LB asserts the proposed adequate protection does
not compensate it nor provide adequate protection in the face of
the proposed $5 million super-priority loan, because the Debtors
are relying totally on speculative increases in value.  Further,
West LB contends the initial $5 million will be used solely to pay
administrative expenses, not to finish the Project, so it will not
increase the Real Property's value.  According to West LB, the
Debtors cannot demonstrate cause to allow the super-priority
borrowing, as the Debtors are so far "under water" with the
Project, and the proposed loan is so risky, no benefit would be
realized by the estate.  West LB argues Colbeck has not made a
firm commitment actually to fund the $5 million (or the later
amount) even if the financing agreement were approved, and is
charging what amounts to an excessive 21% interest rate.  In
addition, West LB objects to the Debtors' proposal to divert all
sales proceeds, which are West LB's collateral, to Colbeck.  West
LB believes there has been no showing a priming loan is justified
because there is very little chance the Project can succeed as the
Debtors claim.

Aspen HH Ventures, LLC, also objected, arguing that Thomas M. Di
Venere, the manager of Land is Thomas M. Di Venere ("Di Venere"),
and the present manager of Dancing Bear Land, LLC, has no
authority to act in the absence of consent by Aspen HH.  It
contends the funding would only benefit Mr. Di Venere, and would
increase the $63 million debt on the Real Property by potentially
$35 million.  According to Aspen HH, since the initial $5 million
would be used to pay administrative expenses, it would have no
benefit to the estate.  Moreover, Aspen HH argues Mr. Di Venere's
estimation the completed Project might be worth $100 million is
entirely unrealistic and speculative, and placing nearly $100
million of debt on the Real Property makes no economic sense.

In denying the Debtors' request to borrow, Judge Romero said the
Debtors have not met the requirements of 11 U.S.C. Section
364(d)(1)(B).  Judge Romero pointed out that, although periodic
payments are proposed, the payments do not come from any assets
owned by the Debtors, but merely from the super-priority financing
itself.  Any failure by the Debtors to meet the requirements of
Colbeck to obtain some or all of the financing, or any failure by
the Debtors to finish the Project and sell the fractional
interests as they anticipate, will endanger payments to West LB,
and result in West LB losing value in its secured interest because
Colbeck will receive payment in full before any payment on West
LB's debt.  Therefore, the payments are speculative and risky and
do not offer adequate protection.

According to Judge Romero, the Debtors have not offered, and, due
to lack of equity and lack of unencumbered assets, cannot offer,
additional or replacement liens.  The proposals to pay the debt of
West LB beginning over two years from now, in October 2013, with
final payment to be made in 2015, do not offer the indubitable
equivalent of West LB's current lien interest.  Rather, under the
proposal, West LB must wait years for repayment, at a time when no
plan of reorganization has been proposed, and on a basis which is
speculative and vague.

                        About Dancing Bear

DB Capital Holdings, LLC, is a limited liability company organized
under the laws of the State of Colorado.  Its assets include its
membership interest in Dancing Bear Land, LLC, as well as Dancing
Bear Realty, LLC, and LCH LLC.  Those entities were used to
develop and sell a luxury fractional ownership condominium project
(made up of two buildings located across the street from each
other) in Aspen, Colorado known as the "Dancing Bear Aspen".
Dancing Bear Land holds title to the two parcels of real property
on which the Project is being constructed.  The Debtor has one
Class A member, Aspen HH Ventures, LLC, and one Class B member,
Dancing Bear Development, LP.  The general partner of Dancing Bear
Development, LP, is Dancing Bear Management, LLC, which has no
membership or other interest in the Debtor, and is solely owned by
Tom DiVenere.  The Debtor is managed, pursuant to its Operating
Agreement, by Dancing Bear Management, LLC.

Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case
No. 10-25805) against DB Capital Holdings on June 24, 2010.  The
order for relief was entered Nov. 29, 2010.  Jeffrey S. Brinen,
Esq., represents the petitioners.  In its schedules, DB Capital
disclosed liabilities of $57,456,046.

On Oct. 19, 2010, Dancing Bear Development, LP, filed for
Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) to stay
foreclosure of its membership interest in Capital.  DB Development
estimated assets and debts below $1 million.

On Nov. 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11
relief (Bankr. D. Colo. Case No. 10-39584), to stay foreclosure of
its Property.  In its schedules of assets and liabilities, DB Land
disclosed $58 million in liabilities.


DANCING BEAR: Ch. 11 Trustee Moot in View of WestLB Stay Relief
---------------------------------------------------------------
Bankruptcy Judge Michael E. Romero denied the request of Aspen HH
Ventures, LLC, for the appointment of a Chapter 11 trustee in the
bankruptcy case of DB Capital Holdings, LLC.

The Troubled Company Reporter published a story on Aspen HH's
request in its April 25, 2011 edition.

DB Capital has objected to the request, contending that Aspen HH
has not shown the Debtor is deadlocked or has engaged in gross
mismanagement.  Capital denies any fraudulent conduct or
mismanagement that would warrant appointment of a trustee, and
asserts a trustee would simply create administrative expenses and
would not benefit the estates or the creditors.

Secured lender West LB contends that the presence or absence of a
trustee has no bearing on the fact West LB is entitled, in its own
estimation, to relief from stay as to the assets of all three
Dancing Bear debtors, and a trustee should not impair West LB's
ability to pursue its lien rights.

According to Judge Romero, since he has granted West LB's motions
for relief from stay and denied the Dancing Bear Debtors' motion
to obtain DIP financing, any ruling on a Chapter 11 Trustee would
be moot.  Assuming West LB pursues its state court remedies as to
the Debtors' real property, the judge said the Debtors may have
few or no remaining assets for administration by a Chapter 11
Trustee.

Today's edition of the Troubled Company Reporter includes stories
on the Court's rulings (i) granting West LB relief from stay and
(ii) denying the Debtors' DIP financing motion.

                        About Dancing Bear

DB Capital Holdings, LLC, is a limited liability company organized
under the laws of the State of Colorado.  Its assets include its
membership interest in Dancing Bear Land, LLC, as well as Dancing
Bear Realty, LLC, and LCH LLC.  Those entities were used to
develop and sell a luxury fractional ownership condominium project
(made up of two buildings located across the street from each
other) in Aspen, Colorado known as the "Dancing Bear Aspen".
Dancing Bear Land holds title to the two parcels of real property
on which the Project is being constructed.  The Debtor has one
Class A member, Aspen HH Ventures, LLC, and one Class B member,
Dancing Bear Development, LP.  The general partner of Dancing Bear
Development, LP, is Dancing Bear Management, LLC, which has no
membership or other interest in the Debtor, and is solely owned by
Tom DiVenere.  The Debtor is managed, pursuant to its Operating
Agreement, by Dancing Bear Management, LLC.

Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case
No. 10-25805) against DB Capital Holdings on June 24, 2010.  The
order for relief was entered Nov. 29, 2010.  Jeffrey S. Brinen,
Esq., represents the petitioners.  In its schedules, DB Capital
disclosed liabilities of $57,456,046.

On Oct. 19, 2010, Dancing Bear Development, LP, filed for
Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) to stay
foreclosure of its membership interest in Capital.  DB Development
estimated assets and debts below $1 million.

On Nov. 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11
relief (Bankr. D. Colo. Case No. 10-39584), to stay foreclosure of
its Property.  In its schedules of assets and liabilities, DB Land
disclosed $58 million in liabilities.


D.D.S. GROUP: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: D.D.S. Group, LLC
        2512 Rancho Bel Air Drive
        Las Vegas, NV 89107

Bankruptcy Case No.: 11-18284

Chapter 11 Petition Date: May 27, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: David A. Riggi, Esq.
                  DAVID A. RIGGI, ATTORNEY AND COUNSELOR AT LAW
                  5550 Painted Mirage Road, #120
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  E-mail: darnvbk@gmail.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-18284.pdf

The petition was signed by Daniel Kelsay, Jr., managing member.


DEMMIE ACOSTA: Court Defers Payment of Half of Brokers' Fees
------------------------------------------------------------
Demmie B. Acosta, Marcus & Millichap Real Estate Investment
Services, Inc., Mark A. Mason and John M. Antonini asked the Court
to allow payment in full of real estate commissions in connection
with the Debtor's sales of real property on 17th Street and 18th
Street in San Francisco even though the Court-authorized broker,
Marcus & Millichap, did not comply with the Court's order
prohibiting it from representing both the seller -- Debtor -- and
any buyer of the Properties.  In his May 24, 2011 Memorandum
Decision, Bankruptcy Judge Dennis Montali allowed payment of
one-half of the commissions due on the sales of each of the
Properties, and subordinate the other half until creditors of
these affiliated debtors have been paid in full.  A copy of Judge
Montali's ruling is available at http://is.gd/6tFTi4from
Leagle.com.

Demie Balauro Acosta filed a Pro Se Chapter 11 petition (Bankr.
N.D. Calif. Case No. 09-32339) on Aug. 14, 2009.  The case is
jointly administered with the Pro Se Chapter 11 case of Beriong
Investments LLC (Bankr. N.D. Calif. Case No. 09-32340).


DENNIS J. FULLENKAMP: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Dennis J. Fullenkamp Realty, Inc.
        3443 Hancock Bridge Parkway, Suite 301
        North Fort Myers, FL 33903

Bankruptcy Case No.: 11-10310

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Christopher C. Nash, Esq.
                  LEAVENGOOD, NASH, DAUVAL & BOYLE PA
                  2958 1st Avenue North
                  St. Petersburg, FL 33713
                  Tel: (727) 347-7828
                  Fax: (727) 327-3305
                  E-mail: data@leavenlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-10310.pdf

The petition was signed by Dennis J. Fullenkamp, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Dennis J. Fullenkamp                   11-10302   05/27/11


DIAMONDHEAD CASINO: Incurs $552,100 Net Loss in 1st Quarter
-----------------------------------------------------------
Diamondhead Casino Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $552,141 for the three months ended
March 31, 2011, compared with a net loss of $548,734 for the same
period last year.  The Company incurs ongoing expenses, but has no
current revenue and no revenue stream with which to pay ongoing
expenses.

The Company's balance sheet at March 31, 2011, showed $5.7 million
in total assets, $2.5 million in total liabilities, and
stockholders' equity of $3.2 million.

As reported in the TCR on March 29, 2011, Friedman LLP, in New
York, N.Y., expressed substantial doubt about Diamondhead Casino's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
incurred significant recurring net losses over the past few years,
and in addition, has no operations, except for its efforts to
develop the Diamondhead, Mississippi property.

A copy of the Form 10-Q is available at http://is.gd/Lyx27E

Largo, Fla.-based Diamondhead Casino Corporation, from inception
through approximately August of 2000, operated gaming vessels in
international waters.  The Company eventually divested itself of
its gaming operations to satisfy financial obligations to its
vendors, lenders and taxing authorities and to focus its resources
on the development of a casino resort in Diamondhead, Mississippi.

The Company owns, through its wholly-owned subsidiary, Mississippi
Gaming Corporation, an approximate 404.5 acre tract of unimproved
land in Diamondhead, Mississippi.  The property is located at 7051
Interstate 10.  The Company intends, in conjunction with unrelated
third parties, to develop the site in phases beginning with a
casino resort.  The casino resort is expected to include a casino,
a hotel and spa, pools, a sport and entertainment center, a
conference center and a state-of-the-art recreational vehicle
park.

The Company has no current operations in Mississippi.


DLGC II: 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 DLGC II 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.

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

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


DONALD HARTMANN: Court Trims Sally Frederick Lawsuit
----------------------------------------------------
Bankruptcy Judge Michael E. Romero granted, in part, and denied,
in part, Donald Leonhard Hartmann's request to dismiss the
complaint, SALLY D. FREDERICK, v. DONALD LEONHARD HARTMANN, Adv.
Proc. No. 10-1919 (D. Colo.).  Mr. Hartmann's Motion to Dismiss is
granted to the extent it seeks dismissal of Ms. Frederick's second
claim for relief under 11 U.S.C. Sec. 523(a)(19), and to the
extent it seeks dismissal of the embezzlement components of her
first claim for relief under Sec. 523(a)(4).  It is denied to the
extent it seeks dismissal of the fraud or defalcation and larceny
components of Ms. Frederick's first claim for relief under Sec.
523(a)(4), to the extent it seeks dismissal of her third claim for
relief under Sec. 523(a)(2)(A), and to the extent it seeks
dismissal of Ms. Frederick's fourth claim for relief under Sec.
523(a)(6).  Ms. Frederick is directed to file an amended complaint
properly asserting the larceny claim under Sec. 523(a)(4) and the
willful and malicious injury elements of her claim under Sec.
523(a)(6) or those claims will be dismissed.

A copy of Judge Romero's May 25, 2011 Order is available at
http://is.gd/qmwrTEfrom Leagle.com.

Donald Leonhard Hartmann is a Chapter 11 Debtor (Bankr. D. Colo.
Case No. 10-31429).


DRYSHIPS INC: Ocean Rig Adopts Shareholder Rights Plan
------------------------------------------------------
Ocean Rig UDW Inc., DryShips, Inc.'s majority-owned subsidiary,
has adopted a shareholder rights plan, pursuant to which
shareholders will receive one right per share of common stock held
to purchase a fraction of a share of Series A Participating
Preferred Stock.  The right separates from the common stock and
become exercisable after a person or group, other than DryShips,
acquires beneficial ownership of 15% or more of Ocean Rig UDW's
common stock or the 10th business day after a person or group,
other than DryShips, announces a tender or exchange offer which
would result in that person or group holding 15% or more of the
Ocean Rig UDW's common stock.  In such event, each holder of a
right (except the acquiring person) is entitled to buy at the
exercise price of $100, a number of shares of the Ocean Rig UDW's
common stock which has a market value of twice the exercise price.
Any time after the date an acquiring person obtains more than 15%
of Ocean Rig UDW's common stock and before that acquiring person
acquires more than 50% of Ocean Rig UDW's outstanding common
stock, the Ocean Rig UDW is permitted to exchange each right owned
by all other rights holders, in whole or in part, for one share of
common stock.

The rights may have anti-takeover effects.  The rights will cause
substantial dilution to any person or group that attempts to
acquire Ocean Rig UDW without the approval of the Ocean Rig UDW's
board of directors.  Ocean Rig UDW may redeem the rights at any
time prior to a public announcement that a person has acquired
beneficial ownership of 15% or more of Ocean Rig UDW's common
stock.

                         About DryShips Inc.

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

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

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

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of Dec.
31, 2009, its negative working capital position and other matters
raise substantial doubt about its ability to continue as a going
concern.


DUKE & KING: U.S. Trustee Asks for Conversion or Dismissal
----------------------------------------------------------
Chapter11Cases.com reports that the United States Trustee for
Region 12 is asking the Minnesota bankruptcy court to either
dismiss or convert to chapter 7 the bankruptcy cases of Duke and
King Acquisition Corp. and four affiliated companies.

According to Chapter11Cases.com, the companies have received
authority to sell the franchises from the bankruptcy court and the
U.S. Trustee's motion states that "at the time this motion is
heard, the Debtors will have closed on the sale of the restaurants
and will have no further business operations, but instead will be
left with relatively little furniture, fixtures and equipment to
liquidate."

Although it asked for a conversion or dismissal, the U.S. Trustee
states that its preference is for the bankruptcy cases to be
converted, Chapter11Cases.com notes.

According to the report, the motion asserts two separate grounds
for conversion:

  (1) Insiders are selling the remaining non-operating assets to a
      related company for less than fair market value and with no
      evidence that any efforts were make to have an arms length
      sale, and the Debtors expect to continue with future
      transactions with the insiders' related entity.  The
      transactions require "an immediate review and an independent
      trustee to determine what is in the estates' best
      interests."

  (2) Once the sale of the franchises closes, the chapter 11 cases
      will be "for all meaningful purposes over."

                        About Duke and King

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, operates 92 Burger King franchises in Minnesota,
Missouri, Illinois, Wisconsin, Iowa and Kansas.  The Company was
formed in November 2006 to acquire 88 Burger King franchise
restaurants from The Nath Companies.

The Company and four affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case No. 10-38652) on December 4,
2010.  Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Duke and King Missouri Holdings, Inc. (Bankr. D. Minn.
Case No. 10-38654), Duke and King Missouri, LLC (Bankr. D. Minn.
Case No. 10-38653), Duke and King Real Estate, LLC (Bankr. D.
Minn. Case No. 10-38655), and DK Florida Holdings, Inc. (Bankr. D.
Minn. Case No. 10-3856), filed separate Chapter 11 petitions on
December 4, 2010.

The cases are jointly administered under the Duke and King
Acquisition Corp. case.

According to NetDockets, the companies' primary secured financing
is provided by Bank  of America and the outstanding obligations
were approximately $11 million as of December 1, 2010.


DUTCH GOLD: Restated 2009 Annual Report Hikes Net Loss by $0.9MM
----------------------------------------------------------------
Dutch Gold Resources, Inc., filed with the U.S. Securities and
Exchange Commission an amended Annual Report on Form 10-K/A for
the year ended Dec. 31, 2009.  The Company's restated statement of
operations reflects a net loss of $11.33 million on $0 of sales
for the year ended Dec. 31, 2009, compared with a net loss of
$10.41 million on $0 of sales as originally reported.

The Company's restated balance sheet at Dec. 31, 2009, showed
$1.24 million in total assets, $8.05 million in total liabilities
and a $6.81 million total stockholders' deficit, compared with
$1.24 million in total assets, $5.53 million in total liabilities
and a $4.29 million total stockholders' deficit.

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

                          About Dutch Gold

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

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

The Company reported a net loss of $1.18 million on $0 of revenue
for the three months ended March 31, 2011, compared with a net
loss of $987,438 on $0 of revenue for the same period during the
prior year.

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

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


DYNAMO LLC: Court Rejects Former Lawyers' Bid to Reopen Case
------------------------------------------------------------
Dynamo, LLC's former attorneys, as unpaid administrative
creditors, filed a motion to reopen the chapter 11 case and to
have the order of dismissal vacated because of an alleged fraud on
the Court.  In a May 24, 2011 Opinion, Bankruptcy Judge Raymond T.
Lyons held that the former owner of the Debtor, Diane Cosola, did
not mislead the Court when her attorney advocated dismissal,
rather than conversion to Chapter 7.  She intended, as her
attorney represented, to retake control of the limited liability
company and operate the business as a going concern.  Her
determination to sell the assets of the Debtor to a newly formed
entity controlled by her brother was not made prior to her
representations to the Court at the time of the hearing.  There
was no fraud.  The motions to reopen and to vacate the order of
dismissal are denied.  A copy of the Court's ruling is available
at http://is.gd/1pgLHefrom Leagle.com.

The former lawyers are represented by:

          David E. Shaver, Esq.
          BROEGE, NEUMANN, FISHER & SHAVER LLC
          25 Abe Voorhees Drive
          Manasquan, NJ 08736
          Tel: 732-722-5763
               877-571-5074
          Fax: 732-223-2416

Diane Cosola is represented by:

          Chryssa Yaccarino, Esq.
          KELLY & BRENNAN, P.C.
          Coast Capital Building, Suite 200
          1011 Highway 71
          Spring Lake, NJ 07762
          Tel: (732) 449-0525
          Fax: (732) 449-0592

Dynamo, LLC, filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 08-27675) on Sept. 16, 2008.  Luciano Castiglione was
listed as the sole equity security holder.  The Debtor operated a
pizzeria restaurant.


EAU TECHNOLOGIES: Karl Hellman Resigns as Director
--------------------------------------------------
Karl Hellman, a director of EAU Technologies, Inc., informed the
Company that he is resigning as a director effective immediately.

EAU did not have any disagreement with Mr. Hellman.  The Company
expressed its appreciation to Mr. Hellman for his many years of
service on the board.

                      About EAU Technologies

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

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

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


EDRA BLIXSETH: Lender Set to Buy Yellowstone 'Family Compound'
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the so-called Family Compound at the Yellowstone
Mountain Club LLC failed to attract any bid to compete with the
$10.9 million offer from the secured lender.  Consequently, the
May 20 auction was canceled, court filings say.  The sale was
being undertaken by the bankruptcy trustee for Edra Blixseth, who
took over management of the bankrupt club development when her
husband Timothy gave her the property in August 2008 as part of a
divorce settlement.  Situated on 160 acres, the home has two 2,240
square-foot residences.  Membership in the club wasn't included in
the purchase price.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011,
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth is seeking dismissal of the involuntary petition.

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


ELITE PHARMACEUTICALS: Has 243.36MM Outstanding Common Shares
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced that all of the outstanding
shares of its Series D 8% Convertible Preferred Stock has been
converted into the Company's common stock, pursuant to the
election of the holders of the Series D.  This eliminates the
Company's obligation to pay $720,000 in annual dividends and
eliminates the associated administrative costs.  The Company now
has 243,363,531 shares of common stock outstanding.

                    About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a pharmaceutical firm that
develops and manufactures oral, controlled-release products using
proprietary technology.  Elite developed and manufactures for its
partner, ECR Pharmaceuticals, Lodrane 24(R) and Lodrane 24D(R),
for allergy treatment and expects to launch soon three approved
generic products.  Elite also has a pipeline of additional generic
drug candidates under active development and the Company is
developing ELI-216, an abuse resistant oxycodone product, and ELI-
154, a once-a-day oxycodone product.  Elite conducts research,
development and manufacturing in its facility in Northvale, New
Jersey.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities, and $6.57 million in total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $6.6 million on $2.3 million of revenue for the year
ended March 31, 2009.


ELITE PHARMACEUTICALS: Wistar Morris Discloses 4.39% Equity Stake
-----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, I. Wistar Morris, III, disclosed that he beneficially
owns 10,672,439 shares of common stock of Elite Pharmaceuticals,
Inc., representing 4.39% of the shares outstanding, based on the
Company's 243,363,531 outstanding shares as of May 24, 2011.  A
full-text copy of the filing is available for free at:

                       http://is.gd/gHLjSH

                   About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a pharmaceutical firm that
develops and manufactures oral, controlled-release products using
proprietary technology.  Elite developed and manufactures for its
partner, ECR Pharmaceuticals, Lodrane 24(R) and Lodrane 24D(R),
for allergy treatment and expects to launch soon three approved
generic products.  Elite also has a pipeline of additional generic
drug candidates under active development and the Company is
developing ELI-216, an abuse resistant oxycodone product, and ELI-
154, a once-a-day oxycodone product.  Elite conducts research,
development and manufacturing in its facility in Northvale, New
Jersey.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities, and $6.57 million in total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $6.6 million on $2.3 million of revenue for the year
ended March 31, 2009.


ENTREMED, INC: Incurs $2.6 Million First Quarter Net Loss
---------------------------------------------------------
EntreMed, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $2.6 million for the three months ended March 31,
2011, compared with a net loss of $2.1 million for the same period
last year.  There were no revenues recorded during the quarters
ended March 31, 2011, or March 31, 2010.  The Company does not
expect to record revenue in 2011 until the fourth quarter.

The Company's balance sheet at March 31, 2011, showed $5.1 million
in total assets, $1.7 million in total liabilities, and
stockholders' equity of $3.4 million.

As reported in the TCR on April 6, 2011, Reznick Group, P.C., in
Vienna, Va., expressed substantial doubt about EntreMed's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring operating losses and negative cash flows from
operations.

A copy of the Form 10-Q is available at http://is.gd/9sUx3c

Rockville, Md.-based EntreMed, Inc. (Nasdaq: ENMD)
-- http://www.entremed.com/-- is a clinical-stage pharmaceutical
company focused on developing its lead compound ENMD-2076, an
Aurora A and angiogenic kinase inhibitor for the treatment of
cancer.  ENMD-2076 has completed Phase 1 studies in patients with
advanced solid tumors and leukemia and is currently in a Phase 1
study in multiple myeloma and a multi-center Phase 2 study in
patients with platinum resistant ovarian cancer.


ESCALON MEDICAL: Incurs $1.9 Million Net Loss in Q3 Ended March 31
------------------------------------------------------------------
Escalon Medical Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.9 million on $7.5 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $309,358 on $7.9 million of revenues for the same period
of the prior fiscal year.

The Company reported a net loss of $3.6 million on $22.6 million
of revenues for the nine months ended March 31, 2011, compared
with a net loss of $2.0 million on $23.6 million of revenues for
the same period of the prior fiscal year.

The Company's balance sheet as of March 31, 2011, showed
$19.0 million in total assets, $10.5 million in total liabilities,
and stockholders' equity of $8.5 million.

As reported in the Troubled Company Reporter on October 15, 2010,
Mayer Hoffman McCann P.C., in Plymouth Meeting, Pa., expressed
substantial doubt about Escalon Medical's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted of the
ongoing debt payments on the debt related to the Biocode Hycel
acquisition and continued losses from operations and negative cash
flows from operating activities.

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

                     About Escalon Medical

Wayne, Pa.-based Escalon Medical Corp. (Nasdaq: ESMC)
-- http://www.escalonmed.com/-- operates in the healthcare market
specializing in the development, manufacture, marketing and
distribution of medical devices and pharmaceuticals in the areas
of ophthalmology, diabetes, hematology and vascular access.


EVANS OIL: Can Use Fifth Third's Cash Collateral Until June 3
-------------------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District of Florida authorized, on an interim basis, The
Evans Oil Company LLC, et al., to use the cash collateral until
June 3, 2011.

As reported in the Troubled Company Reporter on Feb. 9, Fifth
Third Bank, Evans' principal working capital and secured lender,
asserts a security interest in Debtors' cash collateral.  Fifth
Third Bank provides various credit facilities to Evans Oil,
pursuant to a certain Amended and Restated Credit Agreement
entered into as of April 16, 2010.  Presently, Evans Oil owes
Fifth Third Bank approximately $34 million.

John S. Sarrett, Esq., at Hahn Loeser & Parks LLP, explained that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

As adequate protection for any such interest in cash collateral
used by the Debtors, Fifth Third is granted replacement liens
upon, and security interests in, Debtors' postpetition cash
collateral, but only to the extent that Debtors diminish the cash
collateral.  As further adequate protection of Fifth Third's
interests in the cash collateral, the Debtors will provide counsel
for Fifth Third and any creditors' committee with weekly and daily
financial reports.  Fifth Third may, upon not less than two
business days' prior written notice to Debtors' counsel, have the
right to a hearing on stay relief.

The Court scheduled a May 26 hearing to consider the Debtors'
further access to the cash collateral.

                        About Evans Oil

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

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

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


EVANS OIL: Selling Marine Fuel Supply Equipment to Florida Marina
-----------------------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Evans Oil Company LLC, et
al., to sell various marine fuel supply equipment to Florida
Marina Clubs, LLC for $75,000.

The sale is on an as-is, where-is basis and is free and clear of
all interests.

                        About Evans Oil

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

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

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


EVANS OIL: Fifth Third Wants to Commence Foreclosure on Property
----------------------------------------------------------------
Fifth Third Bank asks the U.S. Bankruptcy Court for the Middle
District of Florida to modify the automatic stay imposed, or, in
the alternative, to require Evans Oil Company, LLC, et al., to
provide Fifth Third with adequate protection.

Fifth Third also asks the Court for authority to commence and
conclude foreclosure proceedings on Wet Slip 20, Naples Boat Club
Wet Slip Marina.

Fifth Third explains that it lacks adequate protection because the
Debtor has not made any postpetition payments to Fifth Third under
the note.  Further, interest continues to accrue under the note
and is unpaid.

Fifth Third is owed $939,030 pursuant to a term loan promissory
note with the effective date of April 16, 2010.

Based on the Nov. 10, 2010, appraisal, the property has an
appraised value of $425,000.

                        About Evans Oil

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

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

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


EVERGREEN TRANSPORTATION: Trustee Seeks to Appoint Attorney
-----------------------------------------------------------
Lynn H. Andrews, Esq. as Chapter 11 Trustee of Evergreen
Transportation, Inc., seeks authority from the Southern District
of Alabama to employ Terrie S. Owen, Attorney at Law, to represent
her in the Chapter 11 case.

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


FANNIE MAE: Investor, Housing Lobby Clash on Fannie Future
----------------------------------------------------------
American Bankruptcy Institute reports that a private investor
seeking a smaller government role in the U.S. housing market on
Thursday clashed with housing-industry lobby groups who urged
Congress to take its time to phase out mortgage giants Fannie and
Freddie or risk limiting mortgage availability.

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The Company's balance sheet at Dec. 31, 2010 showed
$3.222 trillion in total assets, $3.224 trillion in total
liabilities, and a $2.52 billion total deficit.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FIDDLER'S CREEK: Bondholders Want Examiner, Not Confirmation
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bondholders' indenture trustee is asking the
judge presiding over Fiddler's Creek LLC's Chapter 11 case to
appoint an examiner to "investigate serious improprieties
suspected of the debtors."  U.S. Bank NA, the indenture trustee,
said it discovered that "certain senior secured creditors' liens
have been shifted to less valuable collateral and property."
The indenture trustee also has a motion on the calendar to
postpone the May 27 hearing to consider the Debtor's proposed
Chapter 11 plan.  Another motion by the indenture trustee alleges
that Fiddler's Creek improperly solicited homeowners.

                       About Fiddler's Creek

Each of Fiddler's Creek, LLC, and its affiliates owns, operates or
is otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime
land in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-03846) on Feb. 23, 2010.  Attorneys
at Genovese Joblove & Battista, P.A., and at Woodward,Pires &
Lombardo PA represent the Debtors.  Judge Alexander L. Paskay
presides over the case.  The Company estimated assets and debts at
$100 million to $500 million.

The Official Unsecured Creditors' Committee is represented by Paul
S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler, Esq.,
at Berger Singerman PA, in Miami, Florida.


FIRST PHYSICIANS: Reports $1.04-Mil. Preliminary Loss for Q1
------------------------------------------------------------
First Physicians Capital Group, Inc., filed with the U.S.
Securities and Exchange Commission its preliminary unaudited
consolidated income statement for the fiscal quarter ended
March 31, 2011.  The Company reported a net loss allocable to
common stockholders of $1.04 million on $7.44 million of revenue
from services for the fiscal quarter ended March 31, 2011,
compared with a net loss allocable to common stockholders of $2.69
million on $9.60 million of revenue from services for the same
period during the prior year.

Given recent material transactions, the Company expects to be late
in filing its financial results for the quarter ending March 31,
2011.  In future quarters, the Company does not expect to record
revenues and expenses from the hospitals recently sold.  The
Company does expect to receive payments on promissory notes that
were issued to the Company by the various buyers in conjunction
with the sales of the hospitals.  The Company also expects to
receive fees from its service offerings and lease payments from
the lessees of the real estate facilities that it continues to
own.

The Company has transitioned its business model from being an
owner-operator of hospitals to a service provider to hospitals.
While there can be no assurances, the Company currently believes
it will be more profitable going forward with lower future capital
requirements.  The Company recognizes that the continued expense
of compliance with Sarbanes-Oxley requirements, financial and
legal filings with the SEC, and professional fees associated with
the preparation thereof is very costly for a company of its size.
Therefore, the Company along with its bankers is evaluating its
future status as a publicly-traded company.  The Company is also
sensitive to the fact that some investors would like the option of
a full or partial liquidity event sooner rather than later.  The
current public market for the Company's common stock lacks
liquidity and does not provide for this opportunity and is
unlikely to improve on its own absent a significant transaction.
Potential strategies or concepts under consideration by the
Company include but are not limited to a going-private transaction
such as a management buyout or sale to a financial buyer, a
leveraged recapitalization, full or partial sale to a corporate
buyer and/or a share repurchase program.

The Company, working with its legal counsel, will provide
information to investors in the near future as to the Company's
plans regarding remaining a publicly-traded company, and will be
available to discuss and answer questions on the choices presented
at such time.

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

                      About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.

The Company's balance sheet at Dec. 31, 2010, showed $24.6 million
in total assets, $28.9 million in total liabilities, $191,000 in
non-redeemable preferred stock, $12.2 million in redeemable
preferred stock, and a stockholders' deficit of $16.7 million.

As reported in the Troubled Company Reporter on Feb. 21, 2011,
Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses from operations.


FONAR CORP: Five Directors Elected at Annual Meeting
----------------------------------------------------
The Annual Meeting of Stockholders of Fonar Corporation was
held at 10:00 a.m. on May 20, 2011, at the Double Tree Hotel,
Wilmington Downtown, 700 King Street, Wilmington, Delaware 19801.
At the meeting, the items of business were the election of five
directors and ratification of the selection by the board of
directors of Marcum LLP as the Company's auditors for the fiscal
year ending June 30, 2011.

The stockholders elected Raymond V. Damadian, M.D., Claudette J.
V. Chan, Robert J. Janoff, Charles N. O'Data and Robert Djerejian,
all of whom were sitting directors, as the directors of the
Company.  The stockholders also ratified the selection of Marcum
LLP as the Company's auditors for the fiscal year ending June 30,
2011.

                            About FONAR

FONAR was incorporated in 1978, making it the first, oldest and
most experienced MRI company in the industry.  FONAR introduced
the world's first commercial MRI in 1980, and went public in 1981.
Since its inception, nearly 300 recumbent-OPEN MRIs and 150
UPRIGHT(R) Multi-Position(TM) MRI scanners worldwide have been
installed.  FONAR's stellar product line includes the Upright(TM)
MRI (also known as the Stand-Up(TM) MRI), the only whole-body MRI
that performs Position(TM) imaging (pMRI(TM)) and scans patients
in numerous weight-bearing positions, i.e. standing, sitting, in
flexion and extension, as well as the conventional lie-down
position.

                    Liquidity and Going Concern

Marcum, LLP, in New York, N.Y., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended June 30, 2010.  The independent auditors noted that Company
has suffered recurring losses from operations, continues to
generate negative cash flows from operating activities, has
negative working capital at June 30, 2010, and is dependent on
asset sales to fund its shortfall from operations.

At March 31, 2011, the Company had a working capital deficit of
approximately $7.3 million and a stockholders' deficiency of
approximately $781,000.  For the nine months ended March 31, 2011,
the Company generated a net income of approximately $2.9 million,
which included  non-cash charges of approximately $2.8 million.


FORTRESS ENERGY: CCAA Protection Extended Until June 30
-------------------------------------------------------
Fortress Energy Inc. disclosed its application to the Court of
Queen's Bench of Alberta for an Order under the Companies'
Creditors Arrangement Act (Canada) to extend its CCAA protection
has been granted, allowing the Company to continue to prepare a
plan of arrangement for its creditors if necessary, and staying
all claims and actions against the Company and its assets.  The
extension under the Order granted will be in effect until June 30,
2011, at which time the matter will be reviewed by the Court.

The order permits the Company to remain in possession and control
of its property, carry on its business, and retain employees and
other service providers.  While the Order is in effect the Company
will continue to work with its Court appointed Monitor, Hardie &
Kelly Inc.

Fortress has taken this step to enable Fortress to challenge a
reassessment issued by the Canada Revenue Agency, which
reassessment is in the amount of approximately $18 million.  As a
result of the reassessment, if the Company took no action, it
would be compelled to immediately remit $9 million to the CRA and
the Company does not have the necessary funds to remit.  Other
than the claim by CRA, Fortress has sufficient liquid assets to
pay all other liabilities and trade payables.  Fortress believes
that the CRA's position is not sustainable and intends to
vigorously dispute the CRA's claim.  On March 28, 2011, Fortress
filed a Notice of Objection to the reassement with Appeals
Division of the CRA and is awaiting a response from an Appeals
Officer.


FREEWAY FOODS: Landlord's Suit Stays in Bankruptcy Court
--------------------------------------------------------
Bankruptcy Judge Thomas W. Waldrep, Jr., denied plaintiff's
request to remand the lawsuit, Jane H. Walter, v. Freeway Foods,
Inc., Freeway Foods of Greensboro, Inc., Gary M. Fly,
individually, Lynne R. Fly, individually, Yellow Sign, Inc., and
Waffle House, Inc., Adv. Proc. No. 10-02057 (Bankr. M.D.N.C.).
The Court finds that mandatory abstention does not apply, and
declines to exercise its discretion to permissively abstain from
hearing the Adversary Proceeding or to remand it to state court.
For the time being, the Adversary Proceeding will proceed in the
Bankruptcy Court.  A copy of the Court's May 24, 2011 Memorandum
Opinion is available at http://is.gd/O5Y8Nifrom Leagle.com.

On July 30, 2010, Ms. Walter, the owner of certain real property
on which was located a Waffle House franchise operated by the
Debtor, filed suit in the Superior Court of Guilford County, North
Carolina, against the Debtor; Gary and Lynne Fly, the principals
of the Debtor; Waffle House, the franchisor of the Debtor's Waffle
House locations; and YSI, an affiliate of Waffle House, seeking
damages as a result of an alleged scheme between and among the
Defendants to defraud her.

Freeway Foods of Greensboro, Inc., was in the business of
operating 36 Waffle House franchises in North Carolina until an
involuntary Chapter 7 bankruptcy was filed against it (Bankr.
M.D.N.C. Case No. 10-11282) on July 13, 2010.


GALLERY ROW: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gallery Row Limted Partnership
        an Arizona Limited Partnership
        2850 East Skyline Drive, Suite 200
        Tucson, AZ 85718

Bankruptcy Case No.: 11-15540

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Sally M. Darcy, Esq.
                  MCEVOY, DANIELS & DARCY P.C.
                  Camp Lowell Corporate Center
                  4560 East Camp Lowell Drive
                  Tucson, AZ 85712
                  Tel: (520) 326-0133
                  Fax: (520) 326-5938
                  E-mail: DarcySM@aol.com

Scheduled Assets: $2,202,062

Scheduled Debts: $6,953,663

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-15540.pdf

The petition was signed by Michael J. Hanson, GRLP, LLC, general
partner of Gallery Row.


GARLOCK SEALING: Given Plan Exclusivity Until Nov. 28
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that for a second time, Garlock Sealing Technologies LLC
asked the bankruptcy judge to require asbestos claimants to file
claims.  Ordinarily, a claim includes little more than the amount
of the debt and a brief statement of the basis for the liability.
Garlock instead wanted creditors to include extensive information
about the basis for the claim and the resulting illness, if any.
U.S. Bankruptcy Judge George R. Hodges in Charlotte, North
Carolina said "no" in an order this month.  Judge Hodges said he
wanted a trial estimating the total amount of asbestos claims, not
a valuation on a claim-by-claim basis.

According to the report, Garlock also wanted discovery from other
companies that already completed Chapter 11 reorganization. In
addition, Garlock wanted discovery from lawyers for asbestos
plaintiffs. Again, Hodges said "no" in an order last week.

Judge Hodges, according to Mr. Rochelle, did make one ruling in
Garlock's favor.  The creditors' committee wanted the judge to
allow them to file their own plan when the company's exclusivity
expires on May 31.  Instead, Judge Hodges extended Garlock's
exclusive right to file a plan until Nov. 28.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.  A schedule
of the pending asbestos actions is available for free at:

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


GIGI PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: GIGI Properties, LLC
        1955 S State Rd 7
        Ft. Lauderdale, FL 33317

Bankruptcy Case No.: 11-24293

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Mary Jo Rivero, Esq.
                  MARY JO RIVERO, P.A.
                  1806 N Flamingo Rd #355
                  Pembroke Pines, FL 33028
                  Tel: (954) 704-9332
                  Fax: (954) 704-2388
                  E-mail: ecf@maryjorivero.com

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

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

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

The petition was signed by Gigi Stetler, manager.


GOLDENPARK, LLC: Gets Interim Access to Urban's Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy court for the Central District of California
authorized on an interim basis, Goldenpark LLC, to use revenues
from its hotel operations to pay expenses of maintaining and
operating the hotel.

The Court will convene a final hearing on June 8, 2011, to
consider the Debtor's request for continued access o the cash
collateral.  Objections, if any, are due June 1.

As reported in the Troubled Company Reporter on May 23, the
revenues represent cash collateral securing the Debtor's
obligations to Urban Commons Sycamore LLC.

Goldenpark said it owes Urban $17.5 million under a secured loan
that Urban assumed from Wilshire State Bank.  According to
Goldenpark, it maintained a productive relationship and was
operating under a temporary forbearance with Wilshire.  The
situation was different with Urban, which, according to the
Debtor, maintains a "reputation for acquiring debt to foreclose
and operate real properties."

Urban declared the loan in default in January 2011.  The Debtor
requested that the foreclosure be stayed so it could close on a
sale of the Hotel, which was under contract to a third party for
$24 million.   Urban refused and commenced foreclosure proceedings
on March 30.  Urban requested the appointment of a receiver for
the Hotel.  The Debtor filed for bankruptcy one day before the
scheduled hearing on Urban's request for a receiver.

The Debtor said it has prepared a budget reflecting its ordinary
and necessary operating expenses that must be paid postpetition to
preserve the business.  The budget was prepared collectively
through the efforts of the Debtor's ownership well as a third
party independent management company, Hotel Management Group LLC.

According to the Debtor, Urban and other creditors who may assert
an interest in the cash collateral are adequately protected by the
use of cash collateral.  Urban is protected by an equity cushion
of roughly 22.9% and the remaining secured creditors are protected
by equity cushions of roughly 17.1% and 17.04%.  The secured
creditors will be further protected by the continuing management
and operation of the Hotel, thereby preserving the value of their
collateral.  If there are cash flow shortages, further adequate
protection will be provided by the fact that Dae In Kim will fund
the shortfalls from non-estate funds as capital contributions.

The Debtor is also authorised to pay (1) pay prepetition priority
wages and commissions; and (2) honor accrued vacation and leave
benefits.

                       About Goldenpark LLC

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  Levene Neale Bender Rankin
& Brill LLP serves as the Debtor's counsel.

In its petition, the Debtor listed $10 million to $50 million in
both assets and debts.  The petition was signed by Dae In Kim,
managing member.


GOLDENPARK, LLC: Wants Until June 6 to File Schedules & Statements
------------------------------------------------------------------
GoldenPark, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to extend until June 6, 2011, its time to
file its schedules of assets and liabilities and statement of
financial affairs.

The Debtor relates that its needs more time to prepare the
documents.

Norwalk, California-based Goldenpark, LLC, filed for Chapter 11
protection (Bankr. C.D. Calif. Case No. 11-30070) on May 8, 2011.
Bankruptcy Judge Peter Carroll presides over the case.  David B.
Golubchik, Esq., at Levene Neale Bender Yoo & Brill LLP,
represents the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million.


GREAT ATLANTIC PRE-CAST: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Great Atlantic Pre-Cast Concrete & Statuary, Inc.
        225 Ellis Street
        Staten Island, NY 10307

Bankruptcy Case No.: 11-44473

Chapter 11 Petition Date: May 25, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Yann Geron, Esq.
                  FOX ROTHSCHILD LLP
                  100 Park Avenue, 15th Floor
                  New York, NY 10017
                  Tel: (212) 878-7900
                  Fax: (212) 692-0940
                  E-mail: ygeron@foxrothschild.com

Scheduled Assets: $2,302,000

Scheduled Debts: $5,430,659

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-44473.pdf

The petition was signed by Virginia Fresca, vice president and
secretary.


GREAT ATLANTIC & PACIFIC: Wants to Start Superfresh Closing Sales
-----------------------------------------------------------------
BankruptcyData.com reports that Great Atlantic & Pacific Tea
Company filed a motion in the U.S. Bankruptcy Court for an order
authorizing the Company to (i) commence store closing sales at
certain Superfresh Banner stores, in accordance with the Court-
approved store rationalization procedures issued on March 10,
2011, and (ii) sell assets in connection therewith free and clear
of liens, claims or encumbrances.

The motion explains, "After the conclusion of the marketing
process and an extensive two-day auction, the Debtors obtained
bids for various packages of assets that upon Court approval, will
generate more than $40 million in cash proceeds for the estates,
free the Debtors from significant costs of operating
underperforming stores, and potentially offer continued employment
opportunities for A&P employees at certain stores to be purchased
by grocery store operators."

                  About Great Atlantic & Pacific

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

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

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

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


GREAT CHINA INTERNATIONAL: Posts $733,800 Net Loss in Q1 2011
-------------------------------------------------------------
Great China International Holdings, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $733,775 on
$1.7 million of revenues for the three months ended March 31,
2011, compared with a net loss of $812,744 on $1.8 million of
revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$60.1 million in total assets, $37.9 million in total liabilities,
and stockholders' equity of $22.2 million.

Kabani & Company, Inc., in Los Angeles, California, expressed
substantial doubt about Great China International's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has a working
capital deficit of $27.8 million as of Dec. 31, 2010, and in
addition, has negative cash flow from operations and net loss for
the year ended Dec. 31, 2010, of $299,799 and $3.2 million,
respectively.

A copy of the Form 10-Q is available at http://is.gd/J9Uyt0

Headquartered in Shenyang, PRC, Great China International
Holdings, Inc., through its various subsidiaries, is or has been
engaged in commercial and residential real estate leasing,
management, consulting, investment, development and sales.  The
Company conducts all its operation in the People's Republic of
China through its direct and indirect wholly owned subsidiaries"
Shenyang Maryland International Industry Company Limited and
Silverstrand International Holdings Company Limited.

The Company was incorporated in the State of Nevada on Dec. 4,
1987, under the name of Quantus Capital, Inc., and in 1992, it
changed its name to Red Horse Entertainment Corporation.

Effective July 5, 2005, the Company completed the acquisition of
Silverstrand International Holdings Limited, a Hong Kong limited
liability company.  On Sept. 15, 2005, the Company changed its
name to Great China International Holdings, Inc., from Red Horse
Entertainment Corporation.


GREEN ENERGY MANAGEMENT: Incurs $12.7 Million Net Loss in Q1 2011
-----------------------------------------------------------------
Green Energy Management Services Holdings, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of
$12.7 million on $4,307 of contract revenue earned for the three
months ended March 31, 2011, compared with a net loss of $53,972
on $201,727 of contract revenue earned for the same period last
year.

Selling, general and administrative expenses for the three months
ended March 31, 2011, and 2010, were $12.7 million and $78,381,
respectively.

The Company's balance sheet at March 31, 2011, showed $1.6 million
in total assets, $883,477 in total liabilities, and stockholders'
equity of $684,718.

As reported in the TCR on April 8, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about Green Energy
Management's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses from operations.

A copy of the Form 10-Q is available at http://is.gd/m6ZOQb

Teaneck, N.J.-based Green Green Energy Management Services
Holdings, Inc., is full service energy management company.  The
Company also provides residential and commercial electrical
contractor services.  During the second half of 2010, the Company
underwent a significant shift in its business strategy away from
the former Southside ("Southside Electric Corporation, Inc.")
contracting business to the new strategy of Energy Efficiency and
energy management.  As a result, all of the Company's resources
have been devoted to procuring new contracts pursuant to this new
strategy.


GREEN MOUNTAIN: Moody's Upgrades Bank Debt Rating to 'Ba2'
----------------------------------------------------------
Moody's Investors Service, Inc. upgraded the senior secured debt
ratings on Green Mountain Coffee Roasters, Inc.'s amended and
extended $1.25 billion bank facility to Ba2 from Ba3 and affirmed
the company's Ba3 Corporate Family Rating and B1 Probability of
Default Rating. Moody's also upgraded the company's Speculative
Grade Liquidity Rating to SGL-2 from SGL-3. The rating outlook is
stable.

The upgrades of the senior secured debt and SGL ratings reflect
improvements to the collateralization for the company's secured
debt and the enhanced liquidity profile that resulted from the
recent common equity sale earlier this month that raised $689
million. A portion of the proceeds from the equity offering were
used to repay $350 million of the company's $549 million senior
secured Term Loan B bank facility, which reduced the amount of
outstanding senior secured debt to about $630 million, or 4.9% of
its total market capitalization, and reduced debt /EBITDA to about
1.6 times. The increased amount of collateral relative to the
amount of remaining secured debt resulted in an upgrade to those
debt instruments. The remaining outstanding amounts under the Term
Loan B will be repaid as part of a proposed amendment to the
existing $1.45 billion of senior secured facilities.

Under the proposed amendment, the current bank facilities
consisting of a $650 million revolving credit facility, a $250
million Term Loan A, and a $550 million Term Loan B, will be
amended to expand the revolving credit facility to $1 billion and
to repay the $550 million Term Loan B, resulting in a $200 million
reduction of the total facility size to $1.25 billion from $1.45
billion. The new revolving credit facility will include a line for
multi-currency borrowings of at least $200 million, the size of
the line included in the existing revolving credit facility.
Pricing will be reduced and the maturity date will be extended
from December 2015 to June 2016. Upon closing of the amendment,
expected by the end of June 2011, the ratings on the Term Loan B
will be withdrawn.

RATINGS RATIONALE

The Ba3 Corporate Family Rating reflects the expanding base and
growing retail acceptance of GMCR's category-leading Keurig
single-cup brewers, which in turn drive sales of its high-margin
K-Cup portion packs. The rating also reflects the company's
aggressive growth strategy that has involved the rapid
consolidation of K-Cup licensees in recent years and the formation
of key strategic partnerships that Moody's expects to spur
incremental demand for Keurig brewers and K-Cups.

GMCR's rapid organic growth (over 50% rate) has placed heavy
demands on its highly concentrated supply chain and distribution
network. These demands will likely intensify in the coming year as
the company implements the recently announced strategic
partnerships with Dunkin Donuts, Starbucks and ConAgra Foods to
provide selected brands in the K-Cup single-serve format. Moody's
expects these strategic partnerships to build consumer awareness
of the single-serve brewing format and to expand GMCR's loyal base
of K-Cup consumers.

Although gross cash flows have grown rapidly, the incremental
working capital and plant expansion required to keep up with rapid
demand growth has consumed substantially all of GMCR's operating
cash flow. The resulting negative free cash flows are likely to
persist for the foreseeable future. However, the recent cash
equity raised provides important financial cushion that should
allow GMCR to fund its rapid growth while maintaining modest
financial leverage.

GMCR could face direct competition in the manufacturing and
marketing of K-Cups as early as 2012, when two principal patents
expire. This will open the door for other coffee makers to produce
their own K-Cups, royalty-free. Moody's expects that over time
this will lead to a gradual decline in the company's K-Cup market
share and profit margins. But if the product category continues to
expand at its current rate, GMCR may be able to grow earnings for
the foreseeable future, although at a slower rate. It is not clear
whether its strategic relationships with other coffee makers will
provide material protection against K-Cup competition after patent
expiration, but Moody's assumes that its most capable partners
will secure their right to exit the relationship under certain
conditions.

Ratings upgraded:

Green Mountain Coffee Roasters, Inc.

   -- $1,000 million of amended senior secured revolving credit
      facilities expiring June 2016 at Ba2 (LGD 2, 27%);

   -- $250 million amended senior secured bank Term Loan A
      expiring June 2016 at Ba2 (LGD 2, 27%);

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

Ratings affirmed:

Green Mountain Coffee Roasters, Inc.

   -- Corporate Family Rating at Ba3;

   -- Probability of Default Rating at B1;

Ratings to be withdrawn:

Green Mountain Coffee Roasters, Inc.

   -- $550 million senior secured bank Term Loan B expiring
      December 2015 at Ba3 (LGD 3, 30%).

The SGL-2 rating is based on Moody's expectation that GMCR will
have adequate liquidity over the next twelve months, but may rely
on seasonal borrowings to fund growth-related working capital
needs and capital investments. Working capital needs typically
peak near the end of the fourth quarter as the company builds
brewer inventory for the holiday season. Given the company's high
demands for growth capital, Moody's does not anticipate positive
free cash flow generation in the near-term.

The bank debt instrument ratings reflect both the overall
probability of default (as reflected in the B1 PDR) and a below-
average mean family loss given default assessment of 35% (or an
above-average mean family recovery estimate of 65%), in line with
Moody's LGD Methodology and typical treatment for an all-first-
lien bank senior secured debt capital structure.

The principal methodology used in rating Green Mountain Coffee
Roasters, Inc. was Global Packaged Goods Industry published in
July 2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009

A rating upgrade is unlikely to occur until GMCR is generating
positive free cash flow on a sustained basis, which Moody's does
not expect to occur in the near-term. The company would also need
to improve the diversity and robustness of its supply chain and
distribution networks before Moody's would consider an upgrade.
The company would also need to resolve the ongoing SEC inquiry and
the uncertainty related to upcoming patent expirations.
Quantitatively, a rating upgrade would require debt / EBITDA to be
sustained below 3.5 times.

Ratings could be downgraded if liquidity erodes and/or GMCR faces
deteriorating operational performance, including a major decline
in i) installed base of active Keurig coffee brewers; ii) gross
margins; or iii) GMCR's K-Cup sales. A downgrade may also occur if
the company experiences a major disruption in its supply chain or
distribution network, or if the ongoing SEC inquiry has a
significantly more negative outcome than Moody's is anticipating.
Quantitatively, ratings could be downgraded if management pursues
more debt-financed acquisitions or if debt-to-EBITDA rises above
4.0 times.

Corporate Profile

Green Mountain Coffee Roasters, Inc. based in Waterbury, Vermont,
is a manufacturer of specialty coffee and other hot beverages, and
single serve coffee brewing systems. The company's operations are
managed through two business units. The Specialty Coffee business
unit produces coffee, tea and hot cocoa from its family of brands,
including Tully's Coffee(R), Green Mountain Coffee(R), Newman's
Own(R) Organics coffee, Timothy's World Coffee(R), Diedrich(R),
and Van Houtte(R). The Keurig business unit manufactures gourmet
single-cup brewing systems and GMCR produces the K-Cup(R) portion
packs for Keurig(R) Single-Cup Brewers. Sales for the last-twelve
months ended March 26, 2011 were $1.9 billion.


GREENMAN TECHNOLOGIES: Posts $2.3-Mil. Loss in Fiscal 2nd Quarter
-----------------------------------------------------------------
GreenMan Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.3 million on $914,287 of sales
for the three months ended March 31, 2011, compared with a net
loss of $1.7 million on $248,004 of sales for the three months
ended March 31, 2010.

Net sales from continuing operations for the six months ended
March 31, 2011, increased $1.0 million or 148% to $1.7 million as
compared to net sales of $687,860 for the six months ended March
31, 2010.  Net loss for the six months ended March 31, 2011, was
$3.8 million as compared to $3.3 million for the six months ended
March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $5.2 million
in total assets, $5.9 million in total liabilities, and a
stockholders' deficit of $733,895.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, expressed substantial doubt about GreenMan
Technologies' ability to continue as a going concern, following
the Company's results for the fiscal year ended Sept. 30, 2010.
The independent auditors noted that the Company has continued to
incur substantial losses from operations, has not generated
positive cash flows and has insufficient liquidity to fund its
ongoing operations.

A copy of the Form 10-Q is available at http://is.gd/m8EZ0o

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.


GULF FLEET: Wants Cash Collateral Access Extended Until Aug. 5
--------------------------------------------------------------
Gulf Fleet Holdings, Inc., et al., ask the U.S. Bankruptcy Court
for the Western District of Louisiana to approve a third
stipulation, extending until Aug. 5, 2011, the Debtors' use of the
cash collateral.

The Court previously granted the Debtor permission to access the
cash collateral.

The stipulation was entered among the Debtors, Comerica Bank, as
agent and on behalf of the senior bank lenders and Brightpoint
Capital Partners Master Fund, L.P., as subordinate agent on behalf
of the subordinate lenders.

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

As of the Petition Date, the Debtors estimate that they had $1.2
million of cash collateral in accounts maintained at Comerica Bank
and Iberia Bank.  The Debtors entered into:

     a. a $67 million revolving credit and term loan agreement,
        dated as of May 2007, as amended on August 2007 and
        January 2010, with (a) Comerica Bank, as lender and
        administrative agent (the Agent); (b) BBVA Compass Bank;
        (c) ING Capital, LLC; and (d) PNC National Association.
        As of the Petition Date, the Debtors allegedly owe a total
        sum of approximately $37.5 million under the Credit
        Agreement;

     b. a $6 million Term B Loan Agreement, dated May 2007, and
        amended on January 2010, with Brightpoint.  As of the
        Petition Date, the Debtors owe approximately $7.6 million
        under this subordinated debt agreement;

      c. a $6 million term loan term loan agreement and security
        agreement, dated as of October 2008, and amended on
        January 2010, with LBC Credit Partners II, L.P.  As of the
        Petition Date, the Debtors allegedly owe approximately
        $6.2 million under this agreement;

     d. $4.25 million term loan and security agreement, dated as
        of October 2008, and amended on January 2010 with Bank One
        Equity Investors-BIDCO, Inc.  As of the Petition Date, the
        Debtors allegedly owe approximately $3.9 million under
        this agreement;

     e. $1.2 million retail loan and security agreement, dated as
        of August 2006, with Bank of America.  As of the Petition
        Date, about $1.1 million is owed under this agreement;

     f. a factoring agreement, dated September 2009, with Gulf
        Fleet Financing, LLC.  Pursuant to this agreement, Gulf
        Financing purchased accounts receivable with a face amount
        of approximately $2.9 million from the Debtors for a
        purchase price of approximately $2.9 million; and

     g. two convertible subordinated notes in favor of Gulf Fleet
        Financing, LLC, in the amounts of $5,452,600 and
        $2,897,400 respectively, and both of which are dated
        January 2010.

In exchange for using the cash collateral, the Debtors will grant
the Agent replacement liens on and first priority postpetition
security interests in all assets of any of the Debtors, an
allowed administrative superpriority expense claim against each
Debtor on all of the Postpetition Collateral.

                       About Gulf Fleet

Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713).

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

R. Michael Bolen, U.S. Trustee for Region 5 appointed seven
members to the official committee of unsecured creditors.  The
Committee is represented by Alan H. Goodman, Esq., Christopher D.
Johnson, Esq., and Hugh M. Ray, Jr., Esq.


GULF OFFSHORE: S&P Affirms CCR at 'CCC+'; Outlook Developing
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary 'CCC+'
corporate credit rating on Louisiana-based Gulf Offshore Logistics
Holdings LLC. The outlook is developing.

"At the same time, we withdrew the preliminary 'CCC+' issue and
preliminary '3' recovery ratings on the company's proposed $110
million secured fixed rate notes after it announced a revised
deal. We assigned a preliminary 'B-' issue rating (one notch above
the preliminary corporate credit rating) and a preliminary '2'
recovery rating to GOL's newly proposed $75 million secured
floating rate notes due 2016. The '2' recovery rating indicates
our expectation of substantial (70% to 90%) recovery in the event
of a payment default," S&P stated.

"In addition, we assigned a preliminary 'CCC-' issue rating (two
notches below the preliminary corporate credit rating) and a
preliminary '6' recovery rating to GOL's proposed $35 million
secured term B fixed rate notes due 2016 plus warrants. The '6'
recovery rating indicates our expectation of negligible (0% to
10%) recovery in the event of a payment default. The company will
use proceeds from the two issues to repay outstanding debt and to
fund acquisitions and working capital," S&P continued.

"The preliminary ratings on GOL reflect the company's position as
a participant in the highly cyclical and competitive offshore
marine services segment of the oilfield services sector; small
size and scale; limited geographic diversity with a majority of
vessels in the Gulf of Mexico, which has been affected by the
Macondo incident; concentrated customer base; low barriers to
entry in GOL's business space; and its less than adequate
liquidity," said Standard & Poor's credit analyst Patrick Y. Lee.
The ratings also reflect GOL's younger-than-average fleet that
permits the company to obtain higher day rates, long-term
contracting of a majority of its fleet, and minimal nonacquisition
capital expenditure requirements.

The offshore marine services business in which GOL competes is a
relatively fragmented segment of the oilfield services industry
where barriers to entry are modest and competitive differentiation
is difficult to establish. To offset these issues, GOL focuses on
deepwater operations, which require more specialized equipment and
which tend to have higher day rates than vessels that work
continental shelf activities. Moreover, relative to its much
larger, often publicly traded competitors, GOL has a newer fleet
of vessels that are more sought after by exploration and
production companies and, therefore, can capture higher day rates
and utilization figures. The company prefers to keep about 70% of
its company-owned fleet on contract, which helps to provide some
revenue visibility and helps keep utilization over 90%.

"The outlook is developing because we could raise or lower the
ratings depending on Gulf of Mexico market conditions, on whether
GOL procures a revolving credit facility, and on the specific size
and terms and conditions of such a facility. We may take a
negative rating action if the company is unable to procure a
revolving credit facility and the company does not garner day
rates and utilization sufficiently high enough to preclude fixed
charges from outstripping cash flow and thus erode its limited
liquidity. If market conditions stabilize and the company obtains
a credit facility, then we could consider raising the corporate
credit rating to 'B-' from 'CCC+'. The addition of higher priority
first lien revolving credit facility debt, however, could result
in the recovery rating on the floating notes being revised down to
'3', indicating expectations of meaningful (50% to 70%) recovery
in the event of a payment default. Thus, if GOL obtains higher
priority revolving debt and we raise the corporate credit rating
to 'B-', then the issue rating on the floating notes could remain
a 'B-'. If GOL obtains higher priority revolving debt, but we do
not raise the corporate credit rating to 'B-', then the issue
rating on the floating notes could be lowered to 'CCC+'," S&P
explained.


HARROGATE INC: Fitch Lowers Rating on Revenue Bonds to 'BB+'
------------------------------------------------------------
As part of its continuous surveillance effort Fitch Ratings has
downgraded these bonds to 'BB+' from 'BBB-' issued on behalf of
Harrogate, Inc.:

   -- $13.6 million New Jersey Economic Development Authority
      revenue bonds, series 1997.

The Rating Outlook is Stable.


Rating Rationale

   -- The downgrade reflects Harrogate missing its debt service
      coverage covenant in 2010, due to a decline in independent
      living occupancy that has continued through the interim
      period;

   -- Liquidity is solid and provides Harrogate with a significant
      amount of financial flexibility at the current rating level;

   -- Harrogate continues to benefit from its management contract
      with Life Care Services LLC, one of the nation's leading
      nonprofit managers of continuing care retirement communities
      (CCRC);

   -- Other credit concerns include a competitive service area and
      deferred capital spending, as reflected by a high age of
      plant of 19.5 years.

Key Rating Drivers

   -- Harrogate's sales continue their positive trend, stabilizing
      occupancy, resulting in debt service coverage above the 1.2x
      covenant.

Security:

The bonds are secured by mortgage on certain property and
equipment and a debt service reserve fund.

Credit Summary:

The downgrade to Harrogate's rating is based primarily on
Harrogate missing its debt service coverage covenant of 1.2 times
(x) in 2010, but debt service coverage was greater than 1x.
Harrogate missed the covenant due to a decline in independent
living occupancy that has affected entrance fees receipts. ILU
occupancy continued to decline in 2011. As of March 31, 2011, ILU
occupancy was 77%, down from 80% at year end 2010, and much lower
than 2008 when it was at 85.5%. The lower occupancy has reflected
stress in the local area housing market, as well as higher than
expected turnover of units. In 2010, Harrogate turned over 38
units and had net sales of 22 units. Through the first five months
of 2011, Harrogate already has 14 sales but turnover has remained
elevated at 18.

In response to the negative occupancy trend, Harrogate has worked
to contain expenses, replaced its marketing director, and has
worked with outside firms to improve marketing efforts and help
facilitate potential resident move-ins. The improved sales in 2011
reflect this effort. However, occupancy will remain a challenge
over the near term. Additionally, by June 8, Harrogate's
management will be hiring a consultant to review operations as
part of its compliance with its debt service violation.

Liquidity remains strong for the rating level and provides
Harrogate with a financial cushion. As of March 31, 2011,
Harrogate had 287.3 days cash on hand, a cushion ratio of 9 times,
and cash to debt of 92.1%

Beyond declining occupancy, credit concerns include deferred
capital spending as reflected in a high average age of plant and
competitive service area. Harrogate has postponed indefinitely a
large capital project that would include a new assisted living
building and refurbished Health Center. Fitch believes the
projects are necessary for Harrogate to continue to remain
competitive, and Harrogate's management has indicated that it
remains dedicated to this building project but will not commence
financing and construction until occupancy improves significantly.
Additionally, Harrogate has a formidable competitor within 17
miles of its service area, Seabrook, a large Erickson-managed,
type 'C', continuing care retirement community (CCRC).

The stable outlook reflects Fitch's belief that Harrogate's
liquidity provides the financial cushion needed for Harrogate to
work through its occupancy and operating challenges. However,
should entrance fee receipts remain weak and Harrogate fails to
meet its 1.2x coverage for a second year, further negative rating
pressure may occur.

Harrogate is a type 'A' CCRC located in Lakewood, New Jersey with
275 ILUs and 68 SNF beds. Total revenues in FY 2010 were $17.8
million. Harrogate provides its annual financial statements to the
Municipal Securities Rulemaking Board's EMMA system.


HEALTHSPRING INC: S&P Affirms Counterparty Credit Rating at 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
HealthSpring Inc. to positive from stable. Standard & Poor's also
said that it affirmed its 'B+' counterparty credit rating on the
company and its 'B+' ratings on the company's debt. In addition,
Standard & Poor's withdrew its ratings on subsidiary Bravo Health
Inc. at the company's request.

"The outlook revision is based on our view that HealthSpring's
credit profile is maturing to a level consistent with a higher
rating category because of its improving business and financial
risk fundamentals," said Standard & Poor's credit analyst James
Sung. "In addition, we have factored in a more favorable view of
the company's Medicare Advantage market given the added clarity
regarding the new payment methodology and rates for 2012."
HealthSpring's solidifying competitive position in the Medicare
Advantage and Part D markets and key credit ratios (ROR, debt
leverage, EBITDA coverage) are currently consistent with a higher
rating category. Over the past 12 months, HealthSpring has
achieved significant organic and acquisition-based membership
growth while maintaining strong operating margins and good expense
control. In March 2011, the company raised $301.5 million in an
8.625 million share common stock issuance and used $263.4 million
of the net proceeds for debt repayment.

"In our view, HealthSpring is well positioned to continue its
strong performance because of key competitive strengths, such as
its improving scale and diversification, organic and geographic
expansion, and effective medical cost management. Over the long
term, we believe these strengths will allow HealthSpring to
compete effectively against peers and take advantage of favorable
industry trends (Baby Boomers, industry consolidation) while
adequately managing reform-related risks. For 2011, we expect
HealthSpring to achieve key operational targets such as MA
membership growth of about 35,000 members, stand-alone PDP
membership growth of 135,000-155,000 members, total revenues of
$5.4 billion, pretax income (EBT) of $360 million-$380 million,
and a pretax ROR of 6.5%-7.0%," S&P stated.

"We have refrained from raising the rating immediately because
HealthSpring has not yet operated its Bravo acquisition (its
largest to date) successfully for at least several quarters (it
was acquired in November 2010). Although HealthSpring has largely
integrated the Bravo acquisition from a core operational
standpoint, the full integration of physician engagement practices
-- as well as its systems and drug formularies, for example --
will take additional time to execute. Historically, Bravo has
operated with a higher medical loss ratio and operating expense
structure than HealthSpring. Bravo is HealthSpring's most
challenging acquisition to date given its size and scale, new
geographic regions, new products (Medicaid), and generally less-
integrated physician practices," S&P stated.

S&P noted, "We expect that HealthSpring will make more
acquisitions over the next 12 months (as it has stated), which
would introduce new integration risks and potentially higher debt
leverage. However, this would not necessarily preclude an upgrade
given management's track record of integrating acquisitions and
paying off debt quickly."

"The positive outlook indicates that there is at least a one-in-
three likelihood that we will raise our counterparty credit rating
on HealthSpring over the next six to 12 months. A combination of
continued strong operating results and an uneventful integration
progress with Bravo Health would likely lead to a one-notch
upgrade. However, if the company makes further acquisitions within
this timeframe, we would consider various factors -- such as the
size and type of the acquisition, the financing used, and the
proposed integration strategy -- before raising the rating. If the
company were to make a significant acquisition outside of its core
Medicare expertise, we would likely be more conservative in our
upgrade consideration. From a credit ratio perspective, we expect
the company keep its debt to capital consistent with its
historical 25%-35% range and for EBITDA interest coverage to
remain above 10x. In addition, we expect the company to maintain a
good level of statutory capitalization," S&P added.


HEARUSA INC: U.S. Trustee Appoints 5-Panel Creditors' Committee
---------------------------------------------------------------
Chapter11Cases.com reports that the United States Trustee for
Region 21 announced the appointment of an Official Committee of
Unsecured Creditors for HearUSA Inc.'s bankruptcy case.

The members of the Creditors' Committee are:

  (1) Hansaton Accoustics Inc.,
  (2) Phonak LLC,
  (3) Family Hearing Aid Center,
  (4) JKG Group, and
  (5) Dalco Contingency, LLC

The U.S. Trustee has selected the representative of Hansaton
Acoustics to act as the temporary chairperson for the Committee.

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


HEARUSA INC: Seeks Appointment of Consumer Privacy Ombudsman
------------------------------------------------------------
HearUSA Inc. asks the Bankruptcy Court to direct the United States
Trustee to appoint a consumer privacy ombudsman in its Chapter 11
case.

The Debtor made the request in connection with the planned sale of
substantially all of its assets.  The Debtor and its subsidiary,
Auxiliary Health Benefits Corporation, dba National Ear Care Plan,
entered into an asset purchase agreement dated May 16, 2011, to
sell the business to William Demant Holdings A/S.  The assets
include personally identifiable consumer information of customers
who are subject to the Debtor's privacy policy, necessitating
the appointment of a consumer privacy ombudsman under 11 U.S.C.
Sec. 332.

                         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: Patient Care Ombudsman Not Necessary for Now
---------------------------------------------------------
At the behest of HearUSA Inc., Bankruptcy Court Erik B. Kimball
held that there is no need for the appointment of a patient care
ombudsman as contemplated by Sec. 333(a)(1) of the Bankruptcy
Code.

The Debtor said there's no basis for the appointment of a patient
care ombudsman as it is not a "healthcare business".

Judge Kimball, however, held that his decision doesn't include a
finding as to whether the Debtor is a "healthcare business" as
defined under Sec. 101(27A) of the Bankruptcy Code.  Judge Kimball
also noted that the Court's determination concerning whether the
appointment of a patient care ombudsman to monitor the quality of
patient care and to represent the interest of the Debtor's
patients, is necessary for the patients' protection under the
specific facts of the Debtor's case, will be continued until the
time when any circumstance arises which could involve the
interests of the Debtor's patients and there may be a basis for
the appointment of a patient care ombudsman.

                         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: Sec. 341 Creditors' Meeting Set for June 17
--------------------------------------------------------
The United States Trustee for the Southern District of Florida
will convene a meeting of creditors in the bankruptcy case of
HearUSA Inc. on June 17, 2011, at 11:30 a.m. at 1515 N Flagler Dr
Room 870, West Palm Beach.

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 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: Gets Incompliance Notice From NYSE Amex
----------------------------------------------------
HearUSA, Inc. received a written notice from NYSE Amex LLC
indicating that the Company no longer complies with the Exchange's
continued listing standards as a result of the Company's filing of
a voluntary petition under Chapter 11 of the US Bankruptcy Code
and that its securities are therefore subject to being delisted
from the Exchange.  The Exchange stated its intention to file a
delisting application with the Securities and Exchange Commission
and to truncate the procedures regarding continued listing
evaluation and follow-up as specified in the rules of the
Exchange.  The Exchange notice states that the Staff of the
Exchange intends to initiate immediate delisting proceedings.

In particular, the written notice from the Exchange stated that
(i) as a result of the Chapter 11 filing, the Staff has determined
that the Company is financially impaired and, as such, is not in
compliance with Section 1003(a)(iv) of the NYSE Amex Company
Guide; and (ii) the Company is not in compliance with Section 134
and Section 1101 of the Company Guide because the Company failed
to timely file its Quarterly Report on Form 10-Q for the fiscal
quarter ended March 26, 2011.  The Company's first fiscal quarter
actually ended on April 2, 2011 and the Company was not delinquent
in filing its Form 10-Q at the time of the notice from the
Exchange.

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

                         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.


HEREFORD BIOFUELS: Dist. Court Rules on Suit v. Greenstone
----------------------------------------------------------
In Daniel J. Sherman, in his capacity as Chapter 7 Trustee, and on
behalf of the Estate of Hereford Biofuels, L.P., v. Greenstone
Farm Credit Services, ACA, et al., Civil Action No. 3:11-CV-0710-N
(N.D. Tex.), District Judge David C. Godbey granted summary
judgment granted entirely in favor of the Defendant, specifically:
(a) that it was acting within the scope of its contractual rights
when it refused to advance loan proceeds to Panda-Hereford
pursuant to a September 4, 2008 Draw Request and a November 21,
2008 Draw Request, which were made at a time when Panda-Hereford
could not satisfy the contractual conditions that were required to
be met in order to receive a disbursement of loan proceeds; (b)
that a September 5, 2008 Waiver and an October 6, 2008, as to
Panda-Hereford's defaults, were not enforceable as to Defendant
because the Waivers were not mere waivers of default but also
contemplated interest rate increases and any agreement that
contemplated interest rate changes needed full-Lender consent
(which the Defendant never gave); and (c) that Greenstone should
have an allowed, unsecured claim in the bankruptcy case for its
reasonable and necessary attorneys' fees and expenses in the
amount of $161,743.50 in having to litigate these matters.

The adversary proceeding involves an allegation by the borrower
that one of its prospective lenders, who was party to a multi-
lender financing agreement, committed breach of contract by
failing to fund said lender's pro rata share of certain borrowing
requests made by the borrower.  The Action was initially commenced
in state court in Dallas, Texas, but was removed to the bankruptcy
court in Dallas, when the original plaintiff and borrower, Panda
Hereford Ethanol, L.P., filed for bankruptcy in Dallas.  Panda-
Hereford resorted to filing bankruptcy when it did not have the
necessary funds to finish construction on what was intended to be
a state-of-the art, manure-fueled ethanol plant in Hereford,
Texas.  According to pleadings filed in Panda-Hereford's
bankruptcy case, $225 million had been invested in the ethanol
plant at the time of the filing of the bankruptcy case ($80
million of which was equity).

A copy of the District Court's May 24, 2011 Order is available at
http://is.gd/pPSjpAfrom Leagle.com.

                      About Hereford Biofuels

Hereford Biofuels and three of its debtor-affiliates filed
separate petitions for Chapter 11 relief of January 23, 2009
(Bankr. N.D. Tex. Lead Case No. 09-30453).  Dan B. Prieto, Esq.,
Gregory M. Gordon, Esq., and Robert J. Jud, Esq., at Jones Day,
represent the Debtors as counsel.  Joseph M. Coleman, Esq., and
Joseph A. Friedman, Esq., at Kane, Russell, Coleman & Logan,
represent the official committee of unsecured creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed between $50 million and $100 million in assets and
between $100 million and $500 million in debts.

On June 11, 2009, the Debtors consummated the sale of their
ethanol plant in Hereford, Texas, to Ethanol Acquisition, LLC, and
substantially all of their assets other than the proceeds of
certain assets pursuant to a settlement agreement with the
official committee of unsecured creditors and Societe Generale,
as agent for the prepetition lenders, were transferred to the
purchaser.

The members of the purchaser are the Debtors' senior secured
lenders, Societe Generale as administrative Agent, disbursement
agent, collateral agent and LC Fronting Bank, and SG Americas
Securities, LLC, as lead arranger under that Financing Agreement
dated as of July 28, 2006.  The purchaser offered to pay (i) a
principal amount of the obligations equal to $25,000,000; and (ii)
the assumption of the assumed liabilities.

On Sept. 22, 2009, the bankruptcy case was converted to Chapter 7,
and Daniel J. Sherman was appointed as the chapter 7 trustee.


HSRE-CDS I: Gets 2nd Interim OK to Use KeyBank's Cash Collateral
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, in a second interim order, authorized HSRE-
CDS I, LLC to use the cash collateral.

As reported in the Troubled Company Reporter on April 14, as of
Dec. 31, 2009, the Debtor entered into an amended and restated
loan agreement with KeyBank National Association, whereby the
Lender agreed to make a loan to the Debtor in the principal amount
of $22,089,187 with an initial maturity date of Dec. 31, 2011.
The Loan is secured by mortgages and deeds of trust encumbering
all of the Debtor's properties in favor of the Lender.  The Debtor
is currently indebted on the Loan in the approximate amount of
$22 million plus accrued and unpaid interest and costs and fees.
On March 30, 2011, the lender is believed to have sold,
transferred, or assigned the prepetition loan documents to
Gulfstream Capital Partners or special purpose entity GB HoldCo,
LLC.

R. Craig Martin, Esq., at DLA Piper LLP (US), explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

In exchange for using the cash collateral, the Debtor will grant
the lender adequate protection to the extent of any diminution of
the lender's interest as of the Petition Date, in the form of
additional and replacement security interests in and liens upon
certain of the Debtor's prepetition and postpetition property and
assets.

Subject to carve out, the use of the cash collateral will
terminate effective the fifth business day after entry of an order
disposing of the motion to dismiss.

If necessary upon final disposition of the motion to dismiss, the
Court will schedule a final hearing on the Debtor's request to
access the cash collateral.

                         About HSRE-CDS I

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.

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

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


HSRE-CDS I: Taps BBK, Ltd. to Assist in Financing Transactions
--------------------------------------------------------------
HSRE-CDS I, LLC, asks the U.S. Bankruptcy Court for the District
of Delaware for authority to employ BBK, Ltd. as financial
advisor.

BBK, Ltd. will, among other things:

   -- assist the Debtor in restructuring of its debt;

   -- identify the qualified participants for a financing
      transaction; and

   -- assist the Debtor in negotiations with the secured lender.

The hourly rates of BBK, Ltd.'s personnel are:

         Managing Directors              $500
         Senior Directors                $425
         Directors                       $375
         Manager                         $320
         Associates                      $250
         Analysts                        $195
         Praprofessional staff            $95

As of the Petition Date, BBK, Ltd. received $46,968 as payment for
prepetition services rendered.  BBK, Ltd., does not hold a
prepetition claim against the Debtor.

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

The Debtor set a June 3 hearing on the requested employment of
BBK, Ltd. as financial advisor.

                         About HSRE-CDS I

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

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

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

Roberta A. DeAngelis, the U.S. Trustee for Region 3, was unable to
appoint an official committee of unsecured creditors in the
Debtor's case.


HYMAN COS: Dist. Ct. Rejects Kieselstein's Indemnification Claims
-----------------------------------------------------------------
District Judge Denise Cote ruled that Kieselstein Enterprises,
Inc., and its owner, Barry Cord, are not entitled to
indemnification or contribution from The Hyman Companies, Inc. and
Nat Hyman in the event that Kieselstein is found liable to Iva P.
Speyer.  Ms. Speyer has sued Kieselstein, a jewelry designer and
manufacturer, for employment discrimination.

Judge Cote ruled that the express terms of the Bankruptcy  Court's
Confirmation Order permanently enjoin any action by Kieselstein
against Hyman Co.  Kieselstein also has not identified any duty
owed by Nat Hyman to Ms. Speyer; indeed, its argument concerning
indemnification is based solely on the relationship between
Kieselstein and Hyman Co., without mention of Nat Hyman's role.

Judge Cote dismissed Kieselstein's third-party complaint against
Hyman Co.

The case before the District Court is, IVA P. SPEYER, Plaintiff,
v. KAREN KIESELSTEIN-CORD, KAREN CORD, BARRY KIESELSTEIN-CORD,
BARRY CORD, KIESELSTEIN CORD IMPERIAL, LLC, KIESELSTEIN CORD
RETAIL, INC., FRANKLIN BONILLA, and KIESELSTEIN ENTERPRISES, INC.,
Defendants; and BARRY CORD and KIESELSTEIN ENTERPRISES, INC.,
Third-Party Plaintiffs, v. NATHANIEL L. HYMAN and THE HYMAN
COMPANIES, INC., Third-Party Defendants, No. 09 Civ. 3032
(S.D.N.Y.).  A copy of Judge Cote's May 24, 2011 Opinion & Order
is available at http://is.gd/AgDyYRfrom Leagle.com.

                          About Hyman Cos.

Allentown, Pennsylvania-based The Hyman Companies, Inc. -- aka
Landau, The Landau Collection, Boccelli, Landau Costume Jewelry,
and Bijou Bijou -- filed for Chapter 11 bankruptcy protection on
March 3, 2009 (Bankr. E.D. Pa. Case No. 09-20523).  Edmond M.
George, Esq., at Obermayer Rebmann Maxwell & Hippel, LLP, assists
the Company in its restructuring efforts.  The Company listed
$1 million to $10 million in both assets and debts.


INDIANAPOLIS DOWNS: Dismissal of Power Plant Lawsuit Sought
-----------------------------------------------------------
The parties to the complaint, Power Plant Entertainment Casino
Resort Indiana, LLC, et al., v. Ross J. Mangano, et al., Adv.
Proc. No. 11-00336 (Bankr. D. Md.), stipulate to give the
Plaintiffs' additional time to respond to certain defendants'
motions to dismiss the lawsuit.

On April 29, 2011, Defendants The J. Oliver Cunningham Trust dated
February 26, 1971, The Anne C. McClure Trust dated February 26,
1971, The Jane C. Warriner Trust dated February 26, 1971 -- Trust
Defendants -- and Ross J. Mangano removed certain claims and
causes of action asserted in a state court proceeding captioned
Power Plant Entertainment Casino Resort Indiana, LLC, et al. v.
Ross J. Mangano, et al., No. 24C11001014 (Md. Cir. Ct., Baltimore
City) to the Bankruptcy  Court.  On May 4 and 10, 2011, the Trust
Defendants and Mr. Mangano filed motions to dismiss the Removed
Claims.  On May 6, 2011, Plaintiffs Power Plant Entertainment
Casino Resort Indiana, LLC, PPE Casino Resorts Maryland, LLC, and
The Cordish Company filed a Motion for Abstention and Remand
regarding the Removed Claims.

A copy of the parties' stipulation, as approved by Bankruptcy
Judge Nancy V. Alquist on May 13, 2011, is available at
http://is.gd/N7gdHzfrom Leagle.com.

The Plaintiffs are represented by:

          Robert J. Weltchek, Esq.
          WELTCHEK MALLAHAN & WELTCHEK
          Lutherville, MD
          Tel: 410-825-5287
          Fax: 410-825-5277
          E-mail: rweltchek@wmwlawfirm.com

The Removing Defendants are represented by:

          Steven F. Barley, Esq.
          Scott R. Haiber, Esq.
          Andrea W. Trento, Esq.
          HOGAN LOVELLS US LLP
          Baltimore, Maryland
          Tel: (410) 659-2700
          Fax: (410) 659-2701
          E-mail: andrea.trento@hoganlovells.com

                      About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INNOLOG HOLDINGS: Incurs $654,600 First Quarter Net Loss
--------------------------------------------------------
Innolog Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $654,574 on $1.30 million of revenue for the three
months ended March 31, 2011, compared with a net loss of $700,061
on $1.71 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $791,341 in
total assets, $9.68 million in total liabilities, all current, and
a $8.89 million total stockholders' deficiency.

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

                        http://is.gd/qPpkVp

                       About Innolog Holdings

Fairfax, Virginia-based Innolog Holdings Corporation is a holding
company designed to make acquisitions of companies in the
government services industry.  The Company's first acquisition,
Innovative Logistics Techniques, Inc., is a solutions oriented
provider of logistics services primarily to agencies of the U.S.
government, but also to state and local agencies and to private
businesses.

As reported by the TCR on May 26, 2011, Spector & Associates, LLP,
inPasadena, California, expressed substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of $5.79 million on $5.81 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $2.81 million on $5.93 million of revenue for the period
from March 23, 2009, through Dec. 31, 2009.


INTERNATIONAL BARRIER: Reports $11,100 Net Income in March 31 Qtr.
------------------------------------------------------------------
International Barrier Technology Inc. filed its quarterly
report on Form 10-Q, reporting net income of $11,126 on $734,503
of sales for the three months ended March 31, 2011, compared
with a net loss of $1.9 million on $659,585 of sales for the three
months ended March 31, 2010.

For the nine months ending March 31, 2011, the net income is
$865,317 versus a net loss of $2.2 million in the prior year.
Year-to-date sales increased 23% to $2.5 million versus
$2.0 million in the prior year.

The Company's balance sheet as of March 31, 2011, showed
$4.2 million in total assets, $2.1 million in total liabilities,
and stockholders' equity of $2.1 million.

"At March 31, 2011, the Company had an accumulated deficit of
$14.4 million (June 30, 2010 - $15.3 million) since its inception
and expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Company's
ability to continue as a going concern," the Company said in the
filing.

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

Watkins, Minnesota-based International Barrier Technology Inc.
develops, manufactures and markets proprietary fire resistant
building materials branded as Blazeguard in the United States of
America and, as well, the Company owns the exclusive U.S. and
international rights to the Pyrotite(R) fire retardant technology.


IRON MOUNTAIN: S&P Affirms CCR at 'BB-'; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Boston-based information storage company Iron Mountain Inc.,
including the 'BB-' corporate credit rating. "At the same time, we
removed all ratings from CreditWatch, where they were placed
with negative implications on April 19, 2011.  The rating outlook
is stable," S&P related.

"In addition, we assigned our 'BB+' rating to Iron Mountain Inc.'s
operating subsidiaries' (Iron Mountain Information Management
Inc., Iron Mountain Canada Corporation, and Iron Mountain
Switzerland GmbH) proposed $1.35 billion senior secured
facilities. These facilities consist of a $750 million revolving
credit facility and a $600 million term loan A. The recovery
rating on this debt is '1', indicating our expectation of very
high (90% to 100%) recovery for lenders in the event of a payment
default. Proceeds of the new facilities are expected to be used to
refinance the existing credit facilities and to fund share
repurchases," S&P continued.

"The 'BB-' rating on Iron Mountain reflects our expectation that
leverage will remain below our 5.5x fully-adjusted target for the
rating, despite management's intention to return $2.2 billion to
shareholders by 2013 year-end," said Standard & Poor's credit
analyst Tulip Lim. "We view the company's financial risk profile
as aggressive, a function of the company's relatively capital-
intensive nature and its increased shareholder return
orientation."

The outlook is negative, reflecting Standard & Poor's view that
management could adopt an even more aggressive financial policy,
potentially increasing shareholder pressure.


IVOICE, INC: Incurs $308,500 Net Loss in 1st Quarter
----------------------------------------------------
Ivoice, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $308,529 on $41,621 of sales for the three months ended
March 31, 2011, compared with a net loss of $93,679 on $42,400 of
sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$1.55 million in total assets, $3.60 million in total liabilities,
and a $2.05 million total stockholders' deficit.

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

                        http://is.gd/CxenhA

                           About iVoice

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

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

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


J&K WRIGHT: Court Confirms Second Amended Plan
----------------------------------------------
Chief Bankruptcy Judge William T. Thurman confirmed the Second
Amended Joint Plan of Reorganization Dated May 11, 2011, filed by
J&K Wright Family Limited Partnership; Carlton Hotel LLC; and
Cedar City Inn LLC, finding that the Debtors have met the burden
of proving the elements of Sections 1129(a) and (b) of the
Bankruptcy Code by a preponderance of evidence.  The Plan
designates five Classes of Claims or Equity Interests.  No
objections to confirmation of the Plan were filed.  A copy of the
Bankruptcy Court's May 24, 2011 FINDINGS OF FACT AND CONCLUSIONS
OF LAW IN SUPPORT OF ORDER CONFIRMING DEBTORS' SECOND AMENDED
JOINT PLAN OF REORGANIZATION DATED MAY 11, 2011, is available at
http://is.gd/TfxCQKfrom Leagle.com.

J&K Wright Family Limited Partnership; Carlton Hotel LLC; and
Cedar City Inn LLC, filed separate Chapter 11 bankruptcy petitions
(Bankr. D. Utah Case Nos. 10-36784, 10-36787, and 10-36790) on
Dec. 3, 2010, represented by:

          Danny C. Kelly, Esq.
          Bentley R. Peay, Esq.
          STOEL RIVES LLP
          201 South Main Street, Suite 1100
          Salt Lake City, UT 84111
          Telephone: (801) 578-6979
          Facsimile: (801) 578-6999
          E-mail: dckelly@stoel.com
                  brpeay@stoel.com

J&K Wright Family Limited Partnership and Cedar City Inn LLC each
listed $1 million to $10 million in assets and debts.  Carlton
Hotel listed $1 million to $10 million in assets and under $50,000
in debts.


JACKSON HEWITT: Hires Alvarez & Marsal as Fin'l Advisors
--------------------------------------------------------
Jackson Hewitt Tax Service Inc. and its debtor-affiliates seek
Bankruptcy Court permission to employ Alvarez & Marsal North
America, LLC, as financial advisors.

The Debtors said A&M is familiar with their businesses, financial
affairs, and capital structure.  Since A&M's engagement commenced
on March 31, 2011, the A&M professionals providing services to the
Debtors have worked closely with the Debtors' management and other
professionals in assisting with the myriad requirements of the
chapter 11 cases.  Consequently, the Debtors believe that A&M has
developed significant relevant experience and expertise regarding
the Debtors and the unique circumstances of their cases.

Dennis Stogsdill, a Managing Director at A&M, will be the project
leader for the services provided by A&M in the Debtors' chapter 11
cases.  Mr. Stogsdill attests that (a) A&M is a "disinterested
person" within the meaning of Bankruptcy Code section 101(14), as
modified by section 1107(b), and holds no interest adverse to the
Debtors or their estates in connection with the matters for which
A&M is to be retained by the Debtors, as required by section
327(a), and (b) A&M has no connection with the Debtors, their
creditors, the U.S. Trustee, or other parties in interest in these
chapter 11 cases.

A&M will be paid a fixed fee by the Debtors of $25,000 per week
for the services of Richard Mizak, a Senior Director at A&M, on a
full-time basis. Additional personnel will only be utilized upon
authorization from the Debtors.  In accordance with the terms of
the Engagement Letter, A&M will be compensated for the services of
Mr. Stogsdill and such additional personnel at A&M's customary
hourly rates:

          Managing Director           $650-850
          Director                    $450-650
          Associate                   $300-450
          Analyst                     $175-300

With respect to the services A&M will provide to the Debtors in
assisting in the development of a creditor matrix and unsecured
claims analysis and preparation of schedules of financial affairs
and schedules of assets and liabilities, the Debtors will pay A&M
a one-time fee of $30,000.

A&M will be reimbursed for the reasonable out-of-pocket expenses.
The parties also agreed to indemnification provisions.

On April 5, 2011, A&M received $50,000 as a retainer in connection
with preparing for and conducting the filing of the chapter 11
cases.  In the 90 days prior to the Petition Date, A&M received
payments totaling $215,389.93 in the aggregate for services
performed for the Debtors.  A&M has applied these funds to amounts
due for services rendered and expenses incurred prior to the
Petition Date.  The unapplied residual retainer, which is
estimated to total approximately $25,000, will not be segregated
by A&M in a separate account, and will be held until the end of
the chapter 11 cases and applied to A&M's finally approved fees in
these proceedings.

                 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.

Wells Fargo Bank, N.A., the Administrative Agent to the
prepetition lenders, is represented by Reed Smith.  Bayside
Capital Inc. is represented by Milbank Tweed Hadley & McCloy LLP.


JACKSON HEWITT: Moelis on Board as Investment Banker
----------------------------------------------------
Jackson Hewitt Tax Service Inc. and its debtor-affiliates ask the
Bankruptcy Court to approve their employment of Moelis & Company
LLC as investment banker.

Among others, Moelis will assist the Debtors in identifying,
soliciting, evaluating and negotiating any restructuring
transaction, sale transaction, equity transaction or debt
transaction initiated by the Debtors or by a third party.

In March 2010, the Debtors retained Moelis to, among other things,
(a) assist with their efforts to find a replacement refund
anticipation loan financing commitment in time for the 2011 tax
season, and (b) explore more comprehensive solutions to
restructure their secured debt.  Since the commencement of its
engagement, Moelis has familiarized itself with the Debtors'
business and operations by reviewing the Debtors' financial
condition and outlook, analyzing the Debtors' financial liquidity
and assisting in the development of financial data and
presentations to the Debtors' senior management, board of
directors and creditors.  Moelis has also provided strategic
advice relative to potential restructuring alternatives, including
extensive participation in negotiations and discussions with
certain creditor constituencies.

The Debtors propose to pay Moelis according to this Fee Structure:

     (a) Monthly Fee

         A monthly cash fee equal to $150,000, payable in advance
         on the 3rd day of every month regardless of whether or
         not a Transaction has taken place or will take place.

     (b) Restructuring Fee

         A cash fee equal to $2 million, payable upon consummation
         of a Restructuring Transaction.  50% of the Restructuring
         Fee was paid prior to the Petition Date.  50% of all
         Monthly Fees paid since Sept. 3, 2010, will be credited
         towards the Restructuring Fee.

     (c) Sale Transaction Fee

         A cash fee equal to the greater of $3 million or 1% of
         the Transaction Value to be paid upon closing of a Sale
         Transaction.

     (d) Equity Transaction Fee

         A cash fee equal to 4% of the aggregate face value of
         new capital raised in an Equity Transaction that does
         not constitute a Sale Transaction, payable upon closing
         of the corresponding Equity Transaction.

     (e) Debt Transaction Fee

         A cash fee equal to 1.00% of the aggregate face amount
         of any new debt raised in a Debt Transaction, up to
         $500 million, plus 0.5% of the aggregate face amount
         of any new debt above $500 million, payable immediately
         upon the closing of the Debt Transaction.

     (f) RAL Transaction Fee

         A cash fee equal to 0.25% of either (a) the difference
         between the 2011 RAL Commitment and the amount of the
         Base Level RAL Program, if Republic Bank and/or River
         City Bank provides a commitment to the Debtors for a
         refund anticipation loan program for 2011, or (b) the
         aggregate face amount of a similar commitment, if
         provided by certain other financial institutions. In
         either case, the fee is payable immediately upon closing
         of the commitment.

The sum of all the fees in aggregate shall not exceed $5 million
provided, however, any RAL Transaction Fee will not be included or
subject to the cap.  In the event the Sale Transaction Fee is
paid, Moelis will not be entitled to receive the Restructuring Fee
or the Equity Transaction Fee.  Conversely, in the event the
Restructuring Fee or the Equity Transaction Fee is paid, Moelis
will not be entitled to receive the Sale Transaction Fee.

Furthermore, 50% of any fees outstanding (excluding Monthly Fees)
earned in connection with a Transaction consummated in connection
with a prepackaged or pre-negotiated bankruptcy plan, after giving
effect to any crediting, will be earned and paid prior to the
commencement of the case and the other 50% will be earned and paid
upon consummation of such plan; however, if the plan is denied
confirmation, any fees already earned and paid in connection
therewith (excluding Monthly Fees) will be refunded to the
Debtors.

In addition to any fees payable to Moelis under the Fee Structure,
Moelis will charge the Debtors for all reasonable out-of-pocket
expenses incurred in connection with the engagement.

The parties also agree to indemnification provisions.

During the 90-day period preceding the Petition Date, the Debtors
made aggregate fee payments to Moelis of $1,587,500 and aggregate
expense reimbursements to Moelis of $21,656.43 as follows:

          $308,752.14 on March 15,
          $151,330.45 on April 5,
          $153,336.61 on May 6, and
          $995,737.23 on May 23

Steven Panagos, Managing Director and Vice Chairman, Restructuring
and Recapitalization of Moelis & Company LLC, attests that (a)
Moelis is a "disinterested person" within the meaning of
Bankruptcy Code section 101(14), as modified by section 1107(b),
and holds no interest adverse to the Debtors or their estates in
connection with the matters for which Moelis is to be retained by
the Debtors, as required by section 327(a), and (b) Moelis has no
connection with the Debtors, their creditors, the U.S. Trustee, or
other parties in interest in these chapter 11 cases.

Mr. Panagos may be reached at:

          Steven Panagos
          Managing Director and Vice Chairman,
          Restructuring and Recapitalization
          MOELIS & COMPANY LLC
          399 Park Avenue, Fifth Floor
          New York, NY 10022
          Telephone: (212) 883-3800
          Facsimile: (212) 880-4260
          E-Mail: Steve.Panagos@moelis.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.

Wells Fargo Bank, N.A., the Administrative Agent to the
prepetition lenders, is represented by Reed Smith.  Bayside
Capital Inc. is represented by Milbank Tweed Hadley & McCloy LLP.


JACKSON HEWITT: Withdraws Listing of Common Stock from Exchange
---------------------------------------------------------------
On May 26, 2011, The New York Stock Exchange LLC filed on SEC Form
25, a notification of removal from listing and/or registration of
the common stock of Jackson Hewitt Tax Service Inc. from the
Exchange, pursuant to 17 CFR 240.12d2-2(b).

A security is considered to be delisted 10 days after the filing
of the Form 25 with the SEC.

A copy of the SEC Form 25 is available at http://is.gd/zvrNeP

                 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.


JOHN CLEMENTE: Ex-Wife Loses Bid to Collect Counsel Fees
--------------------------------------------------------
On May 26, 2010, Bankruptcy Judge Michael B. Kaplan denied a
request by Linda Clemente to declare that counsel fees she
incurred in connection with her ex-husband's bankruptcy
proceedings were non-dischargeable under 11 U.S.C. Sections
523(a)(5) and (a)(15).  The Plaintiff appealed the decision. In a
May 23, 2011 Opinion, District Judge Joel A. Pisano affirmed.

"[I]t appears that the Bankruptcy Court could have found that the
Defendant engaged in sufficiently vexatious or bad faith conduct
to warrant the award of attorney's fees incurred in the bankruptcy
proceedings pursuant to 11 U.S.C. Sec. 105(a). Although the fact
findings . . . seem to lead to the opposite conclusion, the
Bankruptcy Court was in the best position to reach its conclusion
and [the District] Court is loathe to substitute its judgment.
Because the Bankruptcy Court took into account and considered
Defendant's conduct in both the divorce and bankruptcy proceedings
and because the Bankruptcy Court is in the best position to make
such a determination, the Court finds that the Bankruptcy Court's
decision was not in error," Judge Pisano said.

A copy of Judge Pisano's May 23, 2011 Opinion is available at
http://is.gd/Qe3n1qfrom Leagle.com.

Linda Clemente and her ex-spouse debtor-defendant John Clemente
engaged in lengthy divorce proceedings in the Superior Court of
New Jersey beginning in August of 2003.  On Jan. 17, 2008, Mr.
Clemente filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
08-10812), listing under $1 million in assets and debts.  A copy
of his petition is available at:

             http://bankrupt.com/misc/njb08-10812.pdf

On April 24, 2009, Mr. Clemente moved to convert his Chapter 11
case to one under Chapter 7 of the Bankruptcy Code.  In granting
the motion, the Bankruptcy Court noted his untimely and delinquent
domestic support obligations.


JOHN MESSINA: 7th Cir. Warns of Sanctions Over Frivolous Appeals
----------------------------------------------------------------
John Messina appeals a contempt judgment for a third time,
asserting arguments that the U.S. Court of Appeals for the Seventh
Circuit has rejected at least once or twice before.  His arguments
have not improved with the passage of time and the Seventh Circuit
affirmed.

The Seventh Circuit panel, consisting of Circuit Judges William J.
Bauer, John L. Coffey, and Kenneth F. Ripple, said the third
appeal is patently frivolous.  "We rejected all of Messina's
arguments at least once before, and he could not have believed in
good faith that his arguments would be successful this time
around," the Seventh Circuit held.

The Seventh Circuit directs Mr. Messina to show cause as to why he
should not pay double attorneys' fees and costs associated with
the appeal, pursuant to Rule 38 of the Federal Rules of Appellate
Procedure.  Mr. Messina is also directed to show cause as to why
he should not be suspended or disbarred pursuant to Rule 46(b) of
the Federal Rules of Appellate Procedure.  Given his blatant
disregard of the Seventh Circuit's and the district court's
warnings, contempt findings, and sanctions, the Seventh Circuit
cautioned Mr. Messina that another frivolous appeal will warrant
an injunction against future litigation between these parties.

"Messina's litigation crusade must end; whether it ends
voluntarily or by order of court is entirely within his control,"
the Seventh Circuit said.

A copy of the Seventh Circuit's May 24, 2011 Order is available at
http://is.gd/8bH31Zfrom Leagle.com.

John P. Messina is a practicing Illinois attorney doing business
as the Law Office of John P. Messina.  On Sept. 22, 1999, he filed
a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. 99-29371),
Judge John H. Squires presiding.  On Feb. 6, 2001, the case was
converted to Chapter 7 and thereafter Lawrence Fisher was
appointed as the case trustee.  Keevan D. Morgan, Esq., and Peter
L. Berk, Esq., at Morgan & Bley, Ltd., 900 West Jackson Boulevard,
Suite 4 East, Chicago, Illinois, represented the trustee.


JORDAN HOSPITAL: S&P Affirms Rating on $81MM Bonds at 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB-' rating on Massachusetts
Development Finance Agency's $81 million series 1992B, 1998D, and
2003E bonds issued for Jordan Hospital.

"The positive outlook reflects what we consider the hospital's
slim, but improved, financial cushion achieved after Jordan posted
very strong earnings in 2010 and significantly improved
unrestricted cash and investments," said Standard & Poor's credit
analyst Cynthia Keller Macdonald. "In addition, Jordan has
recently completed a management reorganization under its
relatively new CEO, which we believe will likely result in
continued progress, given that the hospital has historically
underperformed its potential in a market with limited
competition," said Ms. Keller Macdonald.

The 'BB-' rating reflects Standard & Poor's view of Jordan's:

    * Limited record of positive operations,

    * Elevated debt levels,

    * Soft volume trends, and

    * Outmigration from the service area.

Standard & Poor's believes a lower rating is unlikely due to
Jordan's:

    * Growing unrestricted cash and investments, and

    * Strong market position with limited competition in a growing
      service area.

Standard & Poor's could consider a higher rating if Jordan
maintains cash and investments and if the hospital establishes a
longer record of positive operations, although not necessarily at
2010 levels. Standard & Poor's believes a lower rating or negative
outlook within the one-year time frame of this outlook is possible
if Jordan's financial profile deteriorates, volumes substantially
decrease, or if the hospital issues any new debt or has major
capital needs because Jordan's debt levels are already high.

Jordan Hospital operates a 155-bed acute-care hospital in
Plymouth, Mass.


JUNIPER GROUP: SEC Requires Delivery of Certain Documents
---------------------------------------------------------
Juniper Group, Inc., received a subpoena issued pursuant to a
formal order from the Securities and Exchange Commission on
May 12, 2011.  The subpoena requires the delivery of certain
documents related to a matter involving a third party.  The SEC
states that this investigation is a non-public, fact finding
inquiry and it should not be construed as an indication by the SEC
that any violations of the law have occurred nor as an adverse
reflection upon any person, entity or security.  The Company has
not been made aware of any allegations by the SEC.

During the period April 1, 2011, through May 20, 2011, the Company
approved the conversion of convertible securities into
unrestricted shares of common stock pursuant to the provisions of
Rule 144(b)(1).  The Convertible Securities were originally issued
under Section 4(2) of the Securities Act of 1933 as private
transactions exempt from registration and in all recent
conversions the provisions of Rule 144(c)(1) were met in that the
Company is a reporting issuer, the recipients were non-affiliates
of the Company and each had held the Convertible Securities in
excess of six months.  A total of 1,536,999,999 shares of
unrestricted common stock were issued during the period April 1,
2011, through May 20, 2011, in exchange for the satisfaction of
the conversion of $136,575 of Convertible Securities.  The
conversions were taken in response to the request of the holders
of the Convertible Securities and upon satisfactory compliance
with the provisions of Rule 144 and its provisions as set forth
above.

The Company relied on exemptions from registration afforded by
Section 4(2) of the Securities Act of 1933 and Rule 506 of
Regulation D of the General Rules and Regulations thereunder for
the sale of the Convertible Notes and warrants to investors and
the issue of shares upon conversion of convertible notes,
debentures and preferred stock.  The Company believes that it has
complied with the manner of sale, access to information and
investor accreditation requirements of such exemptions.

The Company has 4,497,067,398 shares of Common Stock, par value
$0.0001 issued and outstanding as of May 20, 2011, of which
approximately 1,715,700 are held in brokers' name.

                        About Juniper Group

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

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

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


KASDEN FUEL: Trustee May Hire Consultant in the Ordinary Course
---------------------------------------------------------------
Bankruptcy Judge Albert S. Dabrowski denied the request of the
Chapter 11 Trustee for The Kasden Fuel Company to employ Fuss &
O'Neill, Inc. as Environmental Consultants pursuant to Section
363(b) of the Bankruptcy Code.  However, the Court said the
Chapter 11 Trustee may employ the firm in the ordinary course of
business pursuant to 11 U.S.C. Section 1108.

The Chapter 11 Trustee needs the firm's services to "review
various records, inspect [certain Property] and perform certain
testing to report to the Trustee what, if any, environmental
issues may exist on the Property", and to assist the Trustee in
his efforts "in marketing the Debtor's business for sale as a
going concern."

A copy of the Court's May 20, 2011 Brief Memorandum and Order is
available at http://is.gd/sMLFjpfrom Leagle.com.

The Kasden Fuel Company in East Hartford, Connecticut, filed for
Chapter 11 bankruptcy (Bankr. D. Conn. Case No. 10-21973) on
June 11, 2010.  Jon P. Newton, Esq. -- jnewton@reidandriege.com --
at Reid & Riege, serves as the Debtor's bankruptcy counsel.  In
its petition, the Debtor listed $1 million to $10 million in
assets and debts.  The petition was signed by Bruce J. Deitch, the
Company's president.


LA JOLLA: Has $15.44 Million Outstanding Common Shares
------------------------------------------------------
La Jolla Pharmaceutical Company reported that on May 23, 2011, it
had converted approximately 8 shares of Series C-1 1 Convertible
Preferred Stock into 1,352,332 shares of common stock.  Following
these conversions, the Company had a total of 15,447,991 shares of
common stock issued and outstanding.

                   About La Jolla Pharmaceutical

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

The Company'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.

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

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


LANDAMERICA 1031: $14.3 Million Deal Ends SunTrust ARS Dispute
--------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that a liquidation
trustee charged with recovering money for creditors of a
LandAmerica Financial Group Inc. subsidiary asked a Virginia
bankruptcy court on Thursday to approve a $14.3 million settlement
with SunTrust Banks Inc. over the sale of auction rate securities.

According to Law360, the settlement would bring recoveries for
many of the creditors of LandAmerica 1031 Exchange Services Inc.
of up to 66.5 cents on the dollar, following previous settlements
including a $95.5 million deal with a second bank in October.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG disclosed total assets of $3.32
billion and total debts of $2.84 billion as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.


LAS VEGAS RAILWAY: CFO Gregory West Resigns; Replacement Named
--------------------------------------------------------------
Gregory P. West has resigned his position as Chief Financial
Officer, Secretary, and Treasurer on May 18, 2011.  Mr. West
resigned for personal reasons and has no disputes or disagreements
with the Company.

On May 19, 2011, Wanda Witoslawski was offered and accepted the
position of Chief Financial Officer and Treasurer.

                      About Las Vegas Railway

Las Vegas, Nev.-based Las Vegas Railway Express, Inc., formerly
Liberty Capital Asset Management, Inc. was formed March 9, 2007,
as Corporate Outfitters, a development stage company.  On Nov. 3,
2008, with a share exchange, asset purchase agreement the Company
acquired Liberty Capital Asset Management, a Nevada corporation,
formed in July of 2008 as a holding company for all the assets of
CD Banc LLC in contemplation of the company going public via a
reverse merger into a publicly trading corporation.

CD Banc LLC was formed in 2003 as a Nevada limited liability
corporation with the purpose of acquiring real estate assets and
holding them for long-term appreciation.

The Company acquired Las Vegas Railway Express (LVRE) in
January 2010 and began its operations as the primary business of
the Company.  The Company subsequently changed its name from Las
Vegas Railway Express, to Las Vegas Railway Express, Inc., and is
traded under the symbol XTRN.OB.

The Company's balance sheet at June 30, 2010, showed $1.32 million
in total assets, $2.09 million in total liabilities, and a
stockholders' deficit of $770,059.

Hamilton, PC, in Denver, Colo, expressed substantial doubt about
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 suffered recurring
losses from operations.

For the quarter ended, June 30, 2010, there were no revenues
associated with the railcar operations.  The Company has an
accumulative deficit of $8.49 million through June 30, 2010.
Although a substantial portion of the Company's cumulative net
loss is attributable to discontinued operations, management
believes that it will need additional equity or debt financing to
be able to sustain profitability.


LASALLE RESIDENTIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: LaSalle Residential Holdings Corporation
        200 East Randolph Drive
        Chicago, IL 60601

Bankruptcy Case No.: 11-15464

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Stephen E. Traverse, Esq.
                  Buckley King LPA
                  2020 N. Central Ave., #1120
                  Phoenix, AZ 85004
                  Tel: (602) 325-1569
                  Fax: (602) 424-2566
                  E-mail: traverse@buckleyking.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-15464.pdf

The petition was signed by Timothy T. Balin, president.


LEGAL XTRANET: Suit v. AT&T Management Goes Back to State Court
---------------------------------------------------------------
Bankruptcy Judge Leif M. Clark remands the lawsuit, LEGAL XTRANET,
INC. D/B/A/ ELUMICOR, v. AT&T MANAGEMENT SERVICES, L.P. F/K/A SBC
MANAGEMENT SERVICES, L.P., Adv. Proc. No. 11-05042 (Bankr. W.D.
Tex.), to state court, at AT&T's behest, saying the lawsuit
involves only state law claims that are non-core.  A copy of the
Court's May 24, 2011 Decision and Order is available at
http://is.gd/09UKWvfrom Leagle.com.

Legal Xtranet, Inc., dba Elumicor, filed for Chapter 11 bankruptcy
(Bankr. W.D. Tex. Case No. 11-51042) on March 28, 2011, listing
under $1 million in both assets and debts.  A copy of its petition
is available at http://bankrupt.com/misc/txwb11-51042.pdf


LESLIE DANNER: Bauer & French Pay Terms Violate Bankruptcy Code
---------------------------------------------------------------
Chief Bankruptcy Judge Terry L. Myers denied the request of Leslie
and Terriann Danner to employ Bauer & French as attorneys, saying
the fee arrangement is designed to skirt the compensation approval
procedures of the Bankruptcy Code.  According to Judge Myers,
although creatively advanced and ably argued, the compensation
terms and conditions are inconsistent with the policies and
provisions of the Bankruptcy Code, as well as the Idaho Rules of
Professional Conduct.

Pursuant to the Application, the Debtors propose to pay the firm
at their normal hourly rate of $225 per hour for Randal J. French;
$200 per hour for Robin Long and $125 per hour for Jared C.
Hoskins.

The Debtors have paid the firm $8,539 as an advance payment
retainer.  From that retainer, the Debtors paid $1,039 for the
chapter 11 filing fee and $7,500 as advance payments.

Accompanying the Application was the verified statement of Bauer &
French as required by Fed. R. Bankr. P. 2014(a).  In addition to
the required disclosures and verifications of lack of adverse
interest required under Rule 2014(a) and case law, Bauer & French
stated that it has received $7,500 as an advance payment to file
the Debtors' Chapter 11, plus $1,039 as a filing fee.  From that
retainer, Bauer & French applied $7,500 as an advance payment
retainer.

Bauer & French also indicated that, at an appropriate time, it
will account for all services rendered, and refund any unearned
retainer or seek additional compensation if the fees for services
rendered exceeds the amount of the advance payment retainer.  From
that retainer, Bauer & French paid $1,039 for the Chapter 11
filing fee.  No other attorney fees will be paid, pending further
court order after notice to all parties in interest and a hearing
on applications as are required by the applicable rules.  Bauer &
French also said it has received no other funds from the Debtors,
or for their benefit, in the one year prior to the filing of the
petition in the case.

The United States Trustee objected to the Application.  The Court
and the U.S. Trustee expressed concern over operation of the
"advance payment retainer" as conceived and intended by Counsel
and the Debtors.

A copy of the Court's May 26, 2011 Memorandum of Decision is
available at http://is.gd/3YaiE2from Leagle.com.

Judge Myers also denied an application by another debtor entity,
KM Allied of Nampa, LLC, to employ Bauer & French as counsel,
citing the compensation structure.

Leslie and Terriann Danner filed for Chapter 11 bankruptcy (Bankr.
D. Idaho Case No. 11-00651) on March 16, 2011.


LEVEL 3: Subsidiary Enters Into Supplemental Indenture
------------------------------------------------------
Level 3 Financing, Inc., a wholly owned subsidiary of Level 3
Communications, Inc., entered into a Supplemental Indenture dated
as of May 24, 2011, to the Indenture, dated as of March 4, 2011,
among Level 3 Communications, Inc., as Guarantor, Level 3
Financing, as Issuer, and The Bank of New York Mellon Trust
Company, N.A., as Trustee, relating to Level 3 Financing's 9.375%
Senior Notes due 2019.  The Guarantee Supplemental Indenture was
entered into among Level 3 Financing, Level 3 Communications, LLC,
a wholly owned subsidiary of Level 3 Communications, Inc., and The
Bank of New York Mellon Trust Company, N.A., as Trustee.  Pursuant
to the Guarantee Supplemental Indenture, Level 3 LLC has provided
an unconditional, unsecured guaranty of the Notes.

On May 24, 2011, Level 3 Financing entered into an additional
Supplemental Indenture, dated as of May 24, 2011, to the
Indenture.  The Subordination Supplemental Indenture was entered
into among Level 3 Financing, Level 3 Communications, Inc., Level
3 LLC and The Bank of New York Mellon Trust Company, N.A., as
Trustee.  Pursuant to the Subordination Supplemental Indenture,
the unconditional, unsecured guaranty of Level 3 LLC of the Notes
will be subordinated in any bankruptcy, liquidation or winding up
proceeding of Level 3 LLC to all obligations of Level 3 LLC under
the Level 3 Financing Amended and Restated Credit Agreement dated
as of March 13, 2007.

                   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.

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.


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.


LEWIS AND CLARK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lewis and Clark Apartments, LP
        165 N. Meramec, Suite 500
        St. Louis, MO 63105

Bankruptcy Case No.: 11-45515

Chapter 11 Petition Date: May 25, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Nicholas A. Franke, Esq.
                  SPENCER FANE BRITT BROWNE LLP
                  1 North Brentwood, Suite 1000
                  St. Louis, MO 63105
                  Tel: (314) 863-7733
                  Fax: (314) 862-4656
                  E-mail: nfranke@spencerfane.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/moeb11-45515.pdf

The petition was signed by Timothy R. Wolf, president of Lewis and
Clark Partners, LLC, general partner.


LIBBEY INC: Three Directors Elected at Annual Meeting
-----------------------------------------------------
The Annual Meeting of the shareholders of Libbey Inc. was held on
May 19, 2011.  Three individuals were elected to serve as
directors for a three-year term:

   (1) William A. Foley
   (2) Deborah G. Miller
   (3) Terence P. Stewart

The non-binding advisory resolution on the Company's 2010
executive compensation was approved.  Stockholders approved
advisory votes on executive compensation to be held every year.
Ernst & Young LLP was ratified as the Company's independent
auditors for the fiscal year ending Dec. 31, 2011.

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at March 31, 2011, showed $778.87
million in total assets, $758.58 million in total liabilities and
$20.29 in million total shareholders' equity.

                          *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LIFECARE HOLDINGS: Moody's Affirms Caa1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service changed Lifecare Holdings Inc.'s outlook
to stable from negative and upgraded the speculative grade
liquidity (SGL) rating to SGL-3 from SGL-4. The actions result
from the reduced refunding risk and expectation for modest
improvement in operating performance. Concurrently, Moody's
affirmed the Caa1 corporate family and probability of default
ratings and Caa3 senior subordinated notes rating.

These rating actions were taken:

   -- Corporate family rating, affirmed at Caa1;

   -- Probability of default rating, affirmed at Caa1;

   -- $119.3 million senior subordinated notes, due 2013, affirmed
      at Caa3 (LGD6, 90%);

   -- Speculative Grade Liquidity Rating, upgraded to SGL-3 from
      SGL-4.

These ratings were withdrawn:

   -- $255 million senior secured term loan, due 2012;

   -- $60 million senior secured revolving credit facility, due
      2011.

RATINGS RATIONALE

The Caa1 corporate family rating continues to reflect Lifecare's
considerable pro forma debt leverage of approximately 7.1 times
and limited interest coverage as measured by (EBITDA-CAPEX)/
Interest expense of 1 times for 2011. The ratios are calculated
pro forma for the acquisition of 8 long-term acute care hospitals
(LTACHs) that are expected to contribute about $10 million of
annual EBITDA. The facilities will be financed with a $47 million
incremental senior secured term loan (not rated by Moody's) and an
$80 million sale-leaseback transaction with Healthcare REIT.
Lifecare will not take title to the property. The rating also
considers the company's reliance on the specialty hospital segment
that results in a 60% Medicare revenue concentration. Further,
Lifecare's absolute scale and size is moderate when compared to
some of its competitors; it operates 28 facilities in 10 states
(pro forma for the recent acquisition). High concentration by
state and payor make the company susceptible to changes in
Medicare payment schedules and event-risk related to a single
facility.

The rating favorably reflects the company's competitive position
in local markets, good EBITDA margins due to high acuity mix, and
improvement in liquidity profile as reflected in the change of the
SGL to SGL-3 from SGL-4. Lifecare's new credit agreement that was
put in place in February 2011 increased headroom under financial
covenants significantly. Nevertheless, the spread over LIBOR is
considerable -- at 13.25% (company could choose to PIK 5.5%). In
addition, by entering into the new credit agreement, the company
eased the refunding risk as it extended the maturities of its debt
obligations. The revolving credit facility and term loans are due
in 2015 and 2016, respectively and the senior subordinated notes
are due in 2013. However, the credit facilities have a springing
maturity at May 15, 2013 that is triggered if the subordinated
notes have not been refinanced, purchased, or defeased in full by
May 15, 2013.

The change in the outlook to stable reflects the expectation that
the company will modestly improve its debt leverage and interest
coverage metrics through operational improvements such as
improving clinical documentation and reducing accounts receivable
days. Additionally, the fiscal 2012 proposal by Centers of
Medicare and Medicaid (CMS) for Medicare reimbursement rates was a
1.2% net increase in the base rate, thus, Moody's expects the
rates to be relatively stable through next year and a half.

The ratings could be downgraded if (i) the company's free cash
flow turns negative on a sustained basis (ii) the company's
liquidity profile weakens due to the tightening of headroom under
the financial covenants (iii) there are declines in Medicare
reimbursement for 2012 or beyond or (iv) the moratorium ends in
2012 with adverse implications for the company's operating
performance.

The ratings could be upgraded if debt to EBITDA was expected to be
sustained below 6 times, interest coverage above 1.25 times, and
free cash flow to debt above 3 percent. Additionally, there could
be upward pressure if the company were to improve its occupancy
rates and report a steady increase in patient visits.

The principal methodologies used in rating LifeCare were Global
For-Profit Hospital Industry published in September 2008, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Plano, TX, LifeCare operates 20 long-term acute
care hospitals in nine states. The company's facilities include
eight "hospital within a hospital" facilities ("HWH") and 12 free-
standing facilities. In addition, the company holds a 50%
investment in a joint venture for a long-term care hospital.
LifeCare reported revenues of $358 million for the twelve months
ended March 31, 2011.


MARINA BIOTECH: Posts $3.7 Million Net Loss in First Quarter
------------------------------------------------------------
Marina Biotech, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.7 million on $214,000 of revenue for
the three months ended March 31, 2011, compared with a net loss of
$9.5 million on $184,000 of revenue for the same period last year.

The change in fair value liability for price adjustable warrants
and subscription investment units was income of approximately
$1.6 million in the quarter ended March 31, 2011, compared to
expense of approximately $2.7 million in the quarter ended
March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$29.1 million in total assets, $9.8 million in total liabilities,
and stockholders' equity of $19.3 million.

As reported in the TCR on March 29, 2011, KPMG LLP, in Seattle,
Wash., expressed substantial doubt about Marina Biotech's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring losses and has an accumulated deficit, and has
had recurring negative cash flows from operations.

A copy of the Form 10-Q is available at http://is.gd/Ixy2w1

Bothell, Wash.-based Marina Biotech, Inc. (Nasdaq: MRNA)
-- http://www.marinabio.com/-- is a biotechnology company,
focused on the development and commercialization of RNA
interference- (RNAi) and RNA-based therapeutics.


MCCLATCHY CO: Promotes Mark Zieman to Vice Pres. Operations
-----------------------------------------------------------
The McClatchy Company, on May 18, 2011, announced the promotion of
Mark Zieman, 50, to the position of Vice President, Operations
effective May 31, 2011.  Mr. Zieman is filling the position left
vacant as a result of the previously announced retirement of Frank
Whittaker on May 27, 2011.  Mr. Zieman, who most recently was the
publisher of The Kansas City Star, will oversee 13 daily
newspapers and their affiliated operations in seven states,
primarily in the Midwest and Southeast.  These include the
(Columbus) Ledger-Enquirer, The (Macon) Telegraph, the Belleville
News-Democrat, The Wichita Eagle, the (Biloxi) Sun Herald, The
Kansas City Star, The Charlotte Observer, The (Raleigh) News &
Observer, The Beaufort Gazette, The (Rock Hill) Herald, The
(Hilton Head) Island Packet, The (Columbia) State and The (Myrtle
Beach) Sun News.  Mr. Zieman was named president and publisher of
The Kansas City Star in 2008.  From 1997 to 2008, he served as the
newspaper's editor and vice president.  Prior to that, Mr. Zieman
was an investigative reporter from 1986 to 1989 where he rose
through the newsroom management. He became projects editor in
1989, managing editor in 1992 and was named editor in 1997.

In connection with Mr. Zieman's new position, the Compensation
Committee of the Board of Directors of the Company has approved
the following compensation specifically related to Mr. Zieman's
promotion:

   -- An annual base salary of $500,000 effective May 31, 2011;
      and

   -- A 2011 annual incentive compensation target award of 70% of
      Mr. Zieman's annual base salary, subject to certain
      performance conditions and to the terms and conditions of
      the Company's Management by Objective Plan, which is
      included as Exhibit 10.4 to the Company's Annual Report on
      Form 10-K filed on March 24, 2000.

In connection with his appointment as a principal operating
officer of the Company, Mr. Zieman will enter into the Company's
standard form of Indemnification Agreement for executive officers.
There is no arrangement or understanding between Mr. Zieman and
any other persons pursuant to which he was selected as a principal
operating officer.

The Company held its annual meeting of stockholders on May 18,
2011.  As of the applicable record date of March 22, 2011, there
were outstanding 60,334,574 shares of Class A Common Stock and
24,800,962 shares of Class B Common Stock.  Shares representing
84.8% of the voting power of the Company were represented at the
Meeting in person or by proxy.  At the Meeting the stockholders:
(i) elected the Company's Class A and Class B directors for the
ensuing year; (ii) ratified the selection of Deloitte & Touche LLP
as the Company's independent auditors for 2011; (iii) approved, on
an advisory, non-binding basis, the Company's executive
compensation; and (iv) approved, on an advisory, non-binding
basis, the triennial frequency of Say on Pay votes.

The Stockholders elected 11 directors at the Annual Meeting:

Class A: Elizabeth Ballantine
          Kathleen Foley Feldstein
          S. Donley Ritchey

Class B: Leroy Barnes, Jr.
          Molly Maloney Evangelisti
          Brown McClatchy Maloney
          William B. McClatchy
          Kevin S. McClatchy
          Theodore R. Mitchell
          Gary B. Pruitt
          Frederick R. Ruiz

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at March 27, 2011, showed $3.04
billion in total assets, $2.82 billion in total liabilities and
$220.13 million in stockholders' equity.

                         *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

Standard & Poor's Ratings Services also raised its corporate
credit on Sacramento, California-based The McClatchy Co. to 'B'
from 'B-'.  The upgrade reflects the significant current and
expected moderation in the pace of ad revenue declines in 2010 and
2011 and improving debt leverage and discretionary cash flow.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MCCLATCHY CO: Moody's Changes Rating Outlook to Positive
--------------------------------------------------------
Moody's Investors Service changed The McClatchy Company's
(McClatchy) rating outlook to positive from stable following the
company's announcement that it closed on the sale of land in Miami
for $236 million. The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years. Moody's
affirmed McClatchy's Caa1 Corporate Family Rating (CFR) based the
company's continuing high leverage (approximately 6.1x LTM 3/27/11
incorporating Moody's standard adjustments and the effects of the
Miami land sale) and the ongoing newspaper industry revenue
pressure. Debt instrument ratings are not affected, but Moody's
updated the loss given default assessments to reflect the updated
debt mix.

LGD Updates:

   Issuer: McClatchy Company (The)

   -- Senior Secured Bank Credit Facility, Changed to LGD2 - 19%
      from LGD2 - 22% (no change to B1 rating)

   -- Senior Secured Regular Bond/Debenture, Changed to LGD2 - 19%
      from LGD2 - 22% (no change to B1 rating)

   -- Senior Unsecured Regular Bond/Debenture, Changed to LGD5 -
      79% from LGD5 - 80% (no change to Caa2 ratings)

Outlook Actions:

   Issuer: McClatchy Company (The)

   -- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

Economic conditions in McClatchy's markets remain soft and the
company's revenue continues to contract -- lagging the newspaper
sector and the broader advertising market. Moody's projects
McClatchy's EBITDA will decline by approximately 20% from 2010 to
2012 and this will necessitate further debt reduction in order to
lower leverage. Moody's believes this could be challenging if the
economy were to remain soft or weaken. However, Moody's believes a
positive outlook is warranted given the proximity of debt-to-
EBITDA leverage to the 6x or lower range that could lead to an
upgrade, continued projected free cash flow generation and
McClatchy's ongoing plans to reduce debt, and low default risk
over the next two years.

McClatchy received approximately $228 million net proceeds (after
$2 million of transfer taxes and $6 million being held in escrow)
and plans to make a $163 million contribution to its pension plan.
The company is required by the terms of its $865 million 11.5%
notes to make an offer to repurchase the bonds at par from the
remaining $65 million proceeds. Because the 11.5% notes are
trading comfortably above par, Moody's anticipates bondholders
will decline the repurchase offer. Moody's expects McClatchy will
utilize the funds for pension contributions, bond repurchases or
any capital gains taxes on the land sale. McClatchy's December
2010 credit agreement amendment permits it to repurchase any of
its outstanding bonds.

Because Moody's includes the underfunded pension in debt, the
pension contributions will reduce leverage. Moody's expects
McClatchy to retire the remaining $18 million 7.125% notes at the
June 1, 2011 maturity date and to repay the $7.8 million of
revolver borrowings outstanding at the end of the first quarter.
Thereafter, McClatchy will have no funded debt maturities until
$161 million of notes expire in November 2014 with required
pension contributions being the only meaningful cash obligation in
the interim. The actions will reduce the required pension
contribution and increase financial flexibility. Moody's believes
the remaining mandatory contributions can be comfortably funded
within McClatchy's projected free cash flow. McClatchy's lease
rent expense will increase over the next two years due to the
sale-leaseback in the first quarter of 2011 and the need to find
new facilities to house the Miami Herald operations.

McClatchy's SGL-2 speculative-grade liquidity rating reflects its
good liquidity position for the next 12-15 months, with cash
(approximately $4 million as of 3/27/11), an estimated $130
million of free cash flow for the next 12 months, and modest
unused capacity under the $125 million revolver (after factoring
in letters of credit and the revolver's $50 million minimum
availability requirement), comfortably covering the $18.2 million
maturity in June 2011. Moody's also expects McClatchy's EBITDA
cushion within its revolver financial maintenance covenants will
exceed 20% over the next 12-15 months.

The principal methodology used in rating The McClatchy Company was
the Moody's Global Newspaper Industry Methodology, published
September 2008. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.


MCINTOSH BANCSHARES: Expects $2.4-Mil. First Quarter Net Loss
-------------------------------------------------------------
McIntosh Bancshares, Inc., discloses that continued adverse
economic conditions in its market area during 2010 and 2011,
particularly in the housing and real estate markets, have
necessitated ongoing evaluation of McIntosh Bank's provision and
allowance for loan losses and various expenses relating to the
Bank's other real estate owned (OREO) and loan portfolios, and as
a result of this process, the completion of the Company's
consolidated financial statements for the quarter ended March 31,
2011 has been delayed.

The Company has also not filed its annual report on Form 10-K for
the fiscal year ended Dec. 31, 2010.

Management anticipates that its unaudited nonperforming assets
will total approximately $83.0 million at March 31, 2011, compared
to approximately $83.8 million at Dec. 31, 2010.

The Company anticipates a substantial net loss for the quarter
ended March 31, 2011, although the Company avers that results are
an improvement compared to the quarter ended March 31, 2010.  The
Company says it experienced favorable variances in loan loss
provision ($6.0 million improvement as compared to the first
quarter of 2010) and salaries and benefits ($777,000 improvement
as compared to the first quarter of 2010).  However, according to
the Company, these improvements were partially offset by a
$330,000 decline in net interest income; $609,000 more in net
other real estate (ORE) and repossession losses; $258,000 more in
professional fees, primarily due to expenses incurred in managing
non-performing assets; a $79,000 increase in regulatory fees; and
a $73,000 reduction in income from Bank Owned Life Insurance due
to the liquidation of that group of assets in July, 2010.
Management anticipates that the Company's unaudited loss for the
quarter ended March 31, 2011, will be $2.4 million compared to a
net loss of $7.9 million for the quarter ended March 31, 2010.

Additionally, management anticipates that the independent
auditor's report with respect to its audited financial statements
for the year ended Dec. 31, 2010, if issued, will contain an
explanatory paragraph indicating that there is substantial doubt
about the Company's ability to continue as a going concern.

Information about the Bank's financial condition and results of
operations as of March 31, 2011, is publicly available, free of
charge, on the FDIC's website at www.fdic.gov.

                    About McIntosh Bancshares

Jackson, Ga.-based McIntosh Bancshares, Inc., operates as the bank
holding company for McIntosh State Bank that provides commercial
banking products and services to individuals and corporate
customers in Georgia.


METISCAN, INC: Posts $10,300 Net Loss in First Quarter
------------------------------------------------------
Metiscan, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $10,346 on $485,561 of revenues for the three months
ended March 31, 2011, compared with a net loss of $74,472 on
$898,628 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$12.0 million in total assets, $4.4 million in total liabilities,
and stockholders' equity of $7.6 million.

As reported in the TCR on April 25, 2011, Eugene M Egeberg, CPA,
in Baltimore, expressed substantial doubt about Metiscan's ability
to continue as a going concern, following the Company's 2010
results.  Mr. Egeberg noted that the Company has a large
accumulated deficit through Dec. 31, 2010.

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

Dallas, Tex.-based Metiscan, Inc. (OTC PK: MTIZ)
-- http://www.metiscan.com/-- is the parent company of a
portfolio of enterprises with operations in healthcare, healthcare
IT, mobile technology and employment services.


METROGAS S.A.: Posts ARS26.3 Million Net Loss in First Quarter
--------------------------------------------------------------
MetroGAS S.A. filed its unaudited consolidated interim financial
statements as of March 31, 2011, reporting a net loss of
ARS26.3 million on ARS231.6 million of sales for the three months
ended March 31, 2011, compared with a net loss of ARS15.1 million
on ARS225.7 million of sales for the same period of 2010.

The Company's balance sheet at March 31, 2011, showed total assets
of ARS2.473 billion, total liabilities of ARS1.671 billion,
minority interest of ARS2.0 million, and shareholders' equity of
ARS799.6 million.

As reported in the TCR on May 3, 2011, Price Waterhouse & Co.
S.R.L., in Buenos Aires, Argentina, expressed substantial doubt
about MetroGas S.A.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted of uncertainties related to the suspension of the original
regime for tariff adjustments and the Company's petition for
voluntary reorganization in an Argentine Court on June 17, 2010.

A copy of the Company's unaudited consolidated interim financial
statements for the three months ended March 31, 2011, is available
at http://is.gd/V7qDm7

                          About MetroGas

Buenos Aires-based MetroGAS S.A., which listed its American
Depositary Shares on the New York Stock Exchange and Buenos Aires
Stock Exchange in November 1994, is Argentina's largest natural
gas distribution company in terms of number of customers and
volume of gas deliveries, according to the 2010 annual report of
ENARGAS, an agency of the Argentine Government, which has broad
authority over the gas distribution and transportation industries,
including their tariffs.  The Company has approximately
2.2 million customers in its service area (the city of Buenos
Aires and southern and eastern greater metropolitan Buenos Aires).
The Company is one of nine natural gas distribution companies
formed in connection with the privatization of Gas del Estado.

The suspension of the original regime for tariff adjustments and
the inability to generate sufficient cash flows to pay its
financial debt obligations led the Company to file a petition for
a voluntary reorganization proceeding (concurso preventivo) in an
Argentine court on June 17, 2010.


MIT HOLDING: Incurs $567,800 Net Loss in First Quarter
------------------------------------------------------
MIT Holding, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $567,814 on $5.08 million of sales and services rendered for
the three months ended March 31, 2011, compared with a net loss of
$201,510 on $1.67 million of sales and services rendered for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $16.14
million in total assets, $18.69 million in total liabilities and a
$2.54 million total stockholders' deficiency.

At March 31, 2011, the company had negative working capital of
$1,185,879 and a stockholders' deficiency of $2,247,789.  From
inception the Company has incurred an accumulated deficit of
$8,527,203.  The Company said these factors raise substantial
doubt its ability to continue as a going concern.

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

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

                        http://is.gd/BIfoqb

                         About MIT Holding

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

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


MIT HOLDING: Has 5-Year Distribution Deal with Global Reach
-----------------------------------------------------------
MIT Holding Inc., on May 11, 2011, executed a five-year agreement
with Global Reach International, Inc., for the appointment as
distributor of 7,200,000 units of the Provector, with an aggregate
value of $86,500,000 over a period of five years with a projected
profit of $36,000,000.  The contract is subject to the Nigerian
government's formal approval which is in process at this time.  A
full-text copy of the Distribution Agreement is available at no
charge at http://is.gd/MLXdoY

                         About MIT Holding

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

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

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

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


MMFX INTERNATIONAL: Agreed to Termination of Plan Exclusivity
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulated resolution, terminating MMFX International
Holdings, Inc., et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan.

The stipulation was entered between the Debtors and the Official
Committee of Unsecured Creditors in the Debtors' cases.

The Court ordered that this schedule be adopted:

   a) May 2, is set as the deadline to file the Disclosure
      Statement.

   b) May 31, is fixed as the deadline for filing and serving
      written objections to the Disclosure Statement.  Replies in
      support of the Disclosure Statement must be filed no later
      than June 3.

   c) The hearing to consider approval of the Disclosure Statement
      will take place on June 7, at 10:00 a.m. (Pacific Standard
      Time).

   d) On or before June 10, the Plan, the Disclosure Statement,
      a ballot and a notice of the confirmation hearing will be
      mailed to creditors, equity holders and other parties in
      interest, and will be transmitted to the U.S Trustee.  The
      Plan Proponents are authorized to reproduce the Disclosure
      Statement and Plan single-spaced and in a legible manner for
      purposes of mailing.

   e) July 8, at 5:00 p.m. is fixed as the deadline for filing
      and serving written objections to confirmation of the Plan.

   f) July 8, at 5:00 p.m. is set as the voting deadline by which
      all ballots must be mailed or delivered to the balloting
      agent designated on the ballots so that they are actually
      received on or before the voting deadline.

   g) July 19, is fixed as the deadline to file with the Court the
      tabulation of all acceptances and rejections of the Plan.

   h) A hearing on confirmation of the plan will be held on
      July 22, at 9:00 a.m.

                            About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 (Bankr. C.D.
Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5, 2010.  Margaret
M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP represents
the Debtors in their restructuring efforts.  MMFX Int'l and MMFX
Canadian estimated assets and debts at $50 million to $100 million
as of the Chapter 11 filing.

The Debtors tapped Pillsbury Winthrop Shaw Pittman LLP as their
special corporate counsel, and Bidna & Keys APLC as their special
counsel.

The Official Committee of the Unsecured Creditors in the Debtors'
cases tapped Pachulski Stang Ziehl & Jones LLP as its counsel.


MORTGAGES LTD: Says Greenberg Suit Belongs in State Court
---------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that ML Servicing Co. told
an Arizona federal judge Thursday that its suit against Greenberg
Traurig LLP and one of its partners contains malpractice and
breach of fiduciary duty claims that exist regardless of the ex-
mortgage servicer's bankruptcy and thus belong in state court.

The suit, according to Law360, is of one of many linked to the
fraud committed by Radical Bunny, four managers of which were
ordered by U.S. District Judge Susan R. Bolton in an April summary
judgment ruling to pay $3.7 million.

                        About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MOUNTAINEER GAS: Fitch Upgrades IDR to 'BB'; Outlook Positive
-------------------------------------------------------------
Fitch Ratings has upgraded Mountaineer Gas Company's (MGC) Issuer
Default Rating (IDR) to 'BB' from 'BB-' and its senior unsecured
debt and bank loan ratings to 'BB+' from 'BB'. The Rating Outlook
is Positive. Approximately $90 million of long-term debt is
affected by the rating actions.

The rating upgrade reflects MGC's continued operational
improvements and constructive outcome of its 2009 General Rate
Case which has produced significantly improved credit metrics.
EBITDA to cash interest for the 12 months ended March 31, 2011
improved to 4.0 times (x) compared with 3.1x and 2.3x,
respectively, at Dec. 31, 2010 and Dec. 31, 2009. With the all
important winter heating season behind it, Fitch expects MGC to
finish 2011 with an EBITDA to cash interest ratio of approximately
4.0x.

Similarly, MGC is free cash flow positive within Fitch's modeling
assumptions of annual capital expenditures of $11 million up to a
high of $15 million per annum.

The catalyst for this financial improvement was the constructive
outcome of MGC's 2009 General Rate Case. The Public Service
Commission of West Virginia (WVPSC) approved a $19 million annual
increase in revenues, which, when combined with previous
operational enhancements implemented by MGC's management, resulted
in significantly improved coverage measures and improved liquidity
as working capital requirements and related financing costs were
reduced. Also beneficial to MGC's financial profile was the $6
million infusion of equity in the fourth quarter of 2010 (4Q'10)
concurrent with the acquisition of The East Resources regulated
gas distribution business, which added approximately 5,000
customers.

MGC's liquidity position is bolstered by an Asset Management
Agreement (AMA) with Sequent (a subsidiary of AGL Resources, IDR
'A-' by Fitch) which effectively transfers the natural gas
inventory, storage and related financing costs to Sequent. MGC
draws down the natural gas inventory as needed to meet customer
demand during the peak winter heating season. As a result of the
AMA, MGC's seasonal working capital and short term financing needs
are substantially reduced. The AMA extends through 2012.

Based on expected capital expenditures, MGC is free cash flow
positive throughout Fitch's forecast period. Fitch expects a $20
million debt maturity in December 2012 to be refinanced, but
otherwise expects little change in MGC's capital structure. MGC's
balance sheet leverage with debt to total capital at approximately
53%, while typical for its rating category, reflects greater
leverage than Fitch's investment grade guidelines. Fitch projects
debt to EBITDA of 4.1x at year-end 2011.

Fitch's concerns center on MGC's tariff structure as there is the
potential for regulatory lag as expense items such as pensions and
real estate taxes are not on trackers. Consequently, higher
operating costs from inflation may erode earnings in the years
after a rate case settlement. Similarly, MGC's tariff does not
have efficiency and conservation riders which may add to cash flow
volatility.

The Positive Outlook reflects Fitch's expectation that MGC will
maintain the momentum from the operational improvements instituted
by management since 2009. While Fitch modeled generally flat to
slightly lower gas volumes in its forecasts, the gradual recovery
in the economy will likely result in higher sales and improved
margins.

MGC, the sole subsidiary of Mountaineer Gas Holdings LP, is a
natural gas distribution company that is engaged in the sale,
distribution, and transport gas to 223,000 customers in West
Virginia. The company is jointly owned by private investors
ArcLight Capital Partners LLC and DB Nexus American Investments
(UK) Limited through a joint venture company and by managing
partner IGS Utilities, LLC.


MSR RESORT: Creditors Committee Wants Challenge Period Extended
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of MSR Resort Golf Course LLC, et al., asks the U.S.
Bankruptcy Court for the Southern District of New York to modify
the final cash collateral order that:

   i) the Committee is afforded 90 days from the date of the order
      approving the appointment of its counsel to investigate the
      facts and commence any appropriate challenge as
      representative of the estate and the Committee may use the
      Investigation Carve-Out through the date;

  ii) the prepetition secured parties will provide the Committee
      with documents relating to the Prepetition Secured
      Obligations and Prepetition Encumbrances;

iii) the Committee is granted standing and authority to commence
      any challenges; and

  iv) that modifications and amendments to the final cash
      collateral order as a result of the motion do not constitute
      a termination notice event.

The Committee relates that the final cash collateral order
provides that up to $100,000 of cash collateral may be used to pay
the allowed fees and expenses of professional persons incurred
directly in connection with investigating, any claims or causes of
action against any prepetition secured party, provided further,
however, that the investigation carve-out may only be used by,
and is only available to, the Committee.

However, the Committee had not been appointed when the final cash
collateral order was entered.  In fact, the Committee was only
appointed on May 11, 2011, two days prior to the May 13 deadline
for a committee to both investigate and commence a challenge.

The Committee is represented by:

         Martin G. Bunin, Esq.
         Craig E. Freeman, Esq.
         ALSTON & BIRD LLP
         90 Park Avenue
         New York, NY 10016
         Tel: (212) 210-9400

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NATIONAL AUTOMATION: Swings to $2.23-Mil. First Quarter Profit
--------------------------------------------------------------
National Automation Services, Inc., filed with U.S. Securities and
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting net income of $2.23 million on $220,546 of revenue
for the three months ended March 31, 2011, compared with a net
loss of $664,376 on $363,363 of revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2011, showed $818,301 in
total assets, $3.10 in total liabilities and a $2.28 total
stockholders' deficit.

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

                        http://is.gd/sF7Mqh

                     About National Automation

Henderson, Nev.-based National Automation Services, Inc.
(Pinksheets: NASV) -- http://www.nasautomation.com/-- is a
holding company formed to acquire and operate specialized
automation control companies located in the Southwestern United
States.  Currently, the Company owns 100% of the capital stock of
two operating subsidiaries: (1) Intuitive Solutions, Inc., a
Nevada corporation, based in Henderson, Nevada, and (2) Intecon,
Inc., an Arizona corporation, based in Tempe, Arizona.

The Company reported a net loss of $2.88 million on $1.95 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.88 million on $3.74 million of revenue during the prior
year.

As reported by the TCR on April 20, 2011, Lynda R. Keeton CPA,
LLC, in Henderson, NV, 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 working capital deficiencies and continued net losses.


NNN 2003: Reports $12.26-Mil. Net Income in First Quarter
---------------------------------------------------------
NNN 2003 Value Fund, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
consolidated net income of $13.26 million on $0 of interest and
dividend income for the three months ended March 31, 2011,
compared with a consolidated net loss of $1.44 million on $12,000
of interest and dividend income for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$1.84 million in total assets, $1.14 million in total liabilities,
and $696,000 in total equity.

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

                        http://is.gd/niDvUP

                          About NNN 2003

Santa Ana, Calif.-based NNN 2003 Value Fund, LLC, was formed as a
Delaware limited liability company on June 19, 2003.  The Company
was organized to acquire, own, operate and subsequently sell its
ownership interests in a number of unspecified properties believed
to have higher than average potential for capital appreciation, or
value-added properties.  Grubb & Ellis Realty Investors, LLC,
serves as the Fund's manager, pursuant to the terms of an
operating agreement.

The Company reported a consolidated net loss of $493,000 on
$6.85 million of rental revenue of operations held for non-sale
disposition for the year ended Dec. 31, 2010, compared with a
consolidated net loss of $9.09 million on $6.95 million of rental
revenue of operations held for non-sale disposition during the
prior year.

Ernst & Young LLP, in its March 18, 2011 report accompanying the
Form 10-K report, noted that the Company has incurred recurring
losses and has a working capital deficiency.  In addition, the
Company has not complied with certain covenants of loan agreements
and does not have sufficient cash flow to repay mortgage loans
that are past due and in default.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


NORD RESOURCES: Incurs $2.27 Million First Quarter Net Loss
-----------------------------------------------------------
Nord Resources Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $2.27 million on $4.75 million of net sales for the
three months ended March 31, 2011, compared with net income of
$1.01 million on $6.00 million of net sales for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed $60.92
million in total assets, $60.98 million in total liabilities and a
$56,548 total stockholders' deficit.

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

                        http://is.gd/C7TXac

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties.  Both
forbearance agreements expired at midnight on May 13, 2010.

The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

The Company reported a net loss of $21.20 million on $28.64
million of net sales for the year ended Dec. 31, 2010, compared
with net income of $392,438 on $19.91 million of net sales during
the prior year.

As reported by the TCR on April 4, 2011, Mayer Hoffman McCann
P.C., in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted as of Dec. 31, 2010, and 2009, the Company reported
a deficit in net working capital of $39,929,666 and $7,652,818,
respectively.  The Company's significant historical operating
losses, lack of liquidity, and inability to make the requisite
principal and interest payments due under the terms of the
Company's credit agreement with its senior lender raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


NORTEL NETWORKS: Posts $105 Million First Quarter Net Loss
----------------------------------------------------------
Nortel Networks Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $105 million for the three months
ended March 31, 2011, compared with net income of $355 million for
the same period last year.

Revenues from continuing operations were $20 million in the first
quarter of 2011 compared to $362 million for the first quarter of
2010, reflecting a reduction of 94.5% as a result of the business
divestitures and the deconsolidation of the U.S. Debtors'
subsidiaries.

The net loss included interest expense of $79 million, other
expense-net of $12 million, partially offset by other operating
income of $25 million comprised primarily of billings under
transition services agreements and reorganization items-net of
$6 million.

The net earnings in the first quarter of 2010 of $355 million
included reorganization items of $496 million primarily related to
the gain on the divestitures of the Optical Networking and Carrier
Ethernet businesses and GSM/GSM-R business, other operating income
of $60 million primarily of billings under transition services
agreements, and other income-net of $60 million, comprised in part
of a currency exchange gain of $44 million and rental income of
$13 million.

The cash balance as of March 31, 2011, was $775 million compared
to a cash balance of $807 million as of Dec. 31, 2010, and
restricted cash as of March 31, 2011, was $3.2 billion primarily
related to the business divestiture proceeds.  The cash balance
was impacted by cash used in operating activities of $50 million
partially offset by a net favorable foreign exchange impact of
$9 million, and cash from investing activities of $9 million
related to proceeds from the sale of the MSS business of
$49 million, which was almost entirely offset by an increase in
restricted cash of $40 million.

The Company's balance sheet at March 31, 2011, showed
$4.434 billion in total assets, $11.122 billion in total
liabilities, and a stockholders' deficit of $6.688 billion.

A copy of the Form 10-Q is available at http://is.gd/ZRaC0e

A copy of the earnings release is available at http://is.gd/b3FSVo

                      About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTEL NETWORKS: Keightley & Ashner Okayed as Pension Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware to has
approved Nortel Networks Inc.'s application to employ Keightley &
Ashner LLP as special pension benefits counsel.

During its retention, Keightley & Ashner employment will be
limited to:

   1. providing advice and guidance to the Debtors that will allow
      the Debtors to evaluate the PBGC's claims;

   2. supporting Clearly Gottlieb in evaluating the PBGC's claims;
      and

   3. Assisting Clearly Gottlieb in developing strategies to
      Resolve the PBGC's claims.

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

      Personnel                     Hourly Rate
      ---------                     ----------
      Attorneys                     $700 to $750
      Other Professionals           $550 to $600
      Paralegals/Clerks             $175

                     About Nortel Networks

Nortel Networks Inc. (OTC BB: NRTLQ) -- http://www.nortel.com/--
was once North America's largest communications equipment
provider.  It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTEL NETWORKS: Settles With Israel Affiliate for $2 Million
-------------------------------------------------------------
Vin Gurrieri at Bankruptcy Law360 reports that Nortel Networks
Inc. and affiliate Nortel UK told a Delaware bankruptcy court
Tuesday they had reached a $2 million settlement agreement with
Nortel Israel, as the communications technology provider begins
splitting money and allocating asset sale proceeds among its
affiliates.

According to Law360, NNI was hit earlier this month by a flood of
claims from its European affiliates centered around "transfer
pricing, intercompany dealings, trading and other agreements" with
it, as well as mismanagement and breach of fiduciary allegations
against company executives.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NPS PHARMACEUTICALS: Amendment to 2005 Incentive Plan Approved
--------------------------------------------------------------
NPS Pharmaceuticals, Inc., on May 18, 2011, held its 2011 annual
meeting of stockholders.  At the annual meeting, the stockholders
of NPS approved an amendment to the Company's 2005 Omnibus
Incentive Plan to increase by 4,650,000 shares the aggregate
number of shares of common stock reserved for issuance under the
Omnibus Plan.  The other material features of the Omnibus Plan
were not affected by the amendment.

The full text of the Omnibus Plan, as amended, is available for
free at http://is.gd/FVdmHh

On May 19, 2011, the Company filed a Certificate of Amendment of
the Amended and Restated Certificate of Incorporation of the
Company with the Secretary of State of the State of Delaware.  The
Certificate of Amendment amended the Company's Amended and
Restated Certificate of Incorporation by increasing the number of
authorized shares of the Company's common stock from 105,000,000
to 175,000,000 shares.

Moreover, these nominees were elected to the Board of Directors of
the Company:

   (1) Michael W. Bonney, B.A.
   (2) Colin Broom, M.D.
   (3) Pedro Granadillo, B.S.
   (4) James G. Groninger, M.B.A.
   (5) Donald E. Kuhla, Ph.D.
   (6) Francois Nader, M.D., M.B.A.
   (7) Rachel R. Selisker, CPA
   (8) Peter G. Tombros, M.S., M.B.A.

These proposals were also approved at the Annual Meeting:

   (a) The advisory vote on executive compensation;

   (d) The conduct of future shareholder advisory votes every year
       on the compensation of the Company's named executive
       officers; and

   (e) The ratification of the appointment of KPMG LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2011.

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

The Company's balance sheet at March 31, 2011, showed
$158.27 million in total assets, $317.94 million in total
liabilities and a $159.67 million total stockholders' deficit.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.


NUTRACEA: Posts $4.1 Million Net Loss in March 31 Quarter
---------------------------------------------------------
NutraCea filed its quarterly report on Form 10-Q, reporting a net
loss of $4.1 million on $8.0 million of revenues for the three
months ended March 31, 2011, compared with a net loss of
$3.3 million on $7.2 million of revenues for the same period last
year.

The increase in net loss was primarily due to an increase in
warrant liability expense of $2.9 million which was partially
offset by: (i) higher sales in the Bio-Refining segment, (ii)
improved margins, (iii) lower selling, general and administrative
expenses and (iv) recovery of a $740,000 accounts receivable,
previously written off as uncollectible.

The Company's balance sheet at March 31, 2011, showed
$55.2 million in total assets, $28.7 million in total liabilities,
$7.7 million in redeemable noncontrolling interest in Nutra SA,
and stockholders' equity of $18.8 million.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Phoenix,
Arizona, expressed substantial doubt about NutraCea's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has suffered
recurring losses from operations resulting in an accumulated
deficit of $184.8 million.  "Also, in November 2009, the Company
filed a voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code.  Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."

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

                       http://is.gd/yasUZI

Scottsdale, Arizona-based NutraCea (NTRZ.pk)
-- http://www.nutraceaonline.com/-- is a food ingredient and
health company focused on the procurement, processing and
refinement of rice bran and derivative products.  The Company has
proprietary intellectual property that allows it to process and
convert rice bran, one of the world's most underutilized food
resources, into a highly nutritious ingredient, stabilized rice
bran (SRB) that has applications in various food products.

Nutracea filed for Chapter 11 bankruptcy protection on Nov. 10,
2009 (Bankr. D. Ariz. Case No. 09-28817).  NutraCea emerged from
Chapter 11 bankruptcy protection effective Nov. 30, 2010.


OPTIONS MEDIA: Salberg & Company Raises Going Concern Doubt
-----------------------------------------------------------
Options Media Group Holdings, Inc., filed on May 17, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Options Media Group Holdings' ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has a net loss of
$9.86 million, and net cash used in operations of $2.02 million
for the year ended Dec. 31, 2010, and a working capital deficit
and an accumulated deficit of $524,157, and $22.74 million
respectively at Dec. 31, 2010.  The independent auditors noted
that the Company has also discontinued certain operations.

The Company reported a net loss of $9.86 million on $835,246 of
revenues for 2010, compared with a net loss of $9.38 million on
$1.61 million of revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $3.13 million
in total assets, $1.17 million in total liabilities, and
stockholders' equity of $1.96 million.

A copy of the Form 10-K is available at http://is.gd/VKlnIu

Boca Raton, Fla.-based Options Media Group Holdings, Inc. has
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, it contained a
lead generation business and an SMS text messaging delivery
business.  In 2010, the Company transitioned by changing its focus
to smartphones and developing a robust anti-texting program that
prohibits persons in vehicles from texting and e-mailing while
moving.  As part of its focus on mobile software applications, the
Company has also broadened its suite of products including
obtaining a license to market mobile anti-virus software.  In
conjunction with this change of focus, in February 2011, the
Company sold its e-mail and SMS businesses.

The Company retains its lead generation business.  Since the
mobile software business did not generate any material revenue
until March 31, 2011, the revenue consists almost solely of lead
generation revenue.  In conjunction with this change of focus, the
Company is in the process of changing its name to PhoneGuard,
Inc., and is currently soliciting consents from its key
shareholders for that purpose.

The Company's remaining business from its original business model
is its lead generation business.  The Company offers lead
generation programs to assist a variety of businesses with
customer acquisition for the products and services they are
selling.  The Company pre-screens the leads through its online
surveys to meet its clients' exact criteria.  Revenue from
generating and selling leads to customers is recognized at the
time of delivery and acceptance by the customer.


ORANGE GROVE: Can Hire Jerome S. Cohen as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Orange Grove Service Inc. to employ Jerome S. Cohen as
its bankruptcy counsel.

As reported in the Troubled Company Reporter on March 15, 2011,
Mr. Cohen will replace Ori S. Blumenfeld, Esq., at Wilson &
Associates LLP.

Mr. Cohen and his associates will be paid on an hourly basis:

          Professional            Title         Rate
          ------------            -----         ----
          Jerome S. Cohen, Esq.   Principal     $450
          Elaine V. Nguyen, Esq.  Associate     $300
          Scott P. Layfield, Esq. Associate     $300
          William Gynan, Esq.     Associate     $300
          Kim A. Bui, Esq.        Associate     $300

The Debtor agreed to pay a $25,000 initial deposit to cover early
foreseeable fees and costs.  On Feb. 10, the Debtor tendered to
Mr. Cohen $30,000.  Mr. Cohen will transfer $5,000 to a certified
public accountant selected by the Debtor as a retainer for
accounting services in the Debtor's case.

The Cohen firm assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-21336) on March 25, 2010.  Matthew Abbasi, Esq., at Wilson &
Associates LLP, in Los Angeles, assists the Debtor in its
restructuring effort.  The Debtor tapped Hahn Fife & Company LLP,
as its accountant to provide accounting services, and Michael R.
Brown as special litigation counsel for state court and
adversarial proceedings.  The Debtor disclosed $12,003,736 in
assets and $11,611,337 in liabilities as of the Chapter 11 filing.

On Feb. 22, 2011, the Court denied, without prejudice, the
Debtor's disclosure statement explaining the proposed plan of
reorganization.  The Plan proposes to pay creditors from the cash
flow from rents generated by the operation of the Debtor's 2 strip
shopping centers, the Lemon Creek in Walnut, California, and the
Fremont Center in Alhambra, California.


OSAGE EXPLORATION: Incurs $57,400 Net Loss in First Quarter
-----------------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $57,429 on $641,744 of total
operating revenues for the three months ended March 31, 2011,
compared with a net loss of $1.00 million on $424,763 of total
operating revenues for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $2.91
million in total assets, $1.66 million in total liabilities and
$1.24 million in total stockholders' equity.

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

                        http://is.gd/FDKqpM

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company reported a net loss $1.62 million on $1.83 million of
total operating revenues for the year ended Dec. 31, 2010,
compared with a net loss of $2.32 million on $2.81 million of
total operating revenues during the prior year.

GKM, LLP expressed substantial doubt about the Company's ability
to continue as a going concern.  GKM noted that the Company has
suffered recurring losses from operations and has an accumulated
deficit as of Dec. 31, 2010.


OSSIS IRON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ossis Iron Works
        4860 Cecile Avenue
        Las Vegas, NV 89115

Bankruptcy Case No.: 11-18292

Chapter 11 Petition Date: May 27, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Kent L. Ivey, Esq.
                  IVEY FORSBERG & DOUGLAS
                  64 N. Pecos Road, #800
                  Henderson, NV 89074
                  Tel: (702) 990-6447
                  Fax: (702) 990-6445
                  E-mail: iveynet@earthlink.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-18292.pdf

The petition was signed by Osvalda Ayala, president/owner.


OUTSOURCE HOLDINGS: FBLB-Led Auction for Jefferson Bank on June 15
------------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Outsource Holdings, Inc., to
conduct a sale process for 100% of the outstanding capital stock
of Jefferson Bank.

The Debtor relates that its only significant asset is it 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.

The Debtor relates that a sale/merger of its interest in Jefferson
Bank before August 2011 offers the best opportunity for maximizing
the value of the asset for the estate and its creditors.  However,
the Debtor was unable to obtain consent from its creditors.

Sheshuniff & Co. Investment Banking, L.P., as its investment
banker and financial advisor, assisted the marketing efforts of
the Debtor which resulted to:

   i) an acquisition agreement with First Bank Lubbock Bancshares,
      Inc.  In exchange for the merger with Jefferson Bank and
      FBLB's affiliate -- First Bank & Trust, Lubbock, Texas --
      FBLB will pay $2,021,000 in cash at closing, plus another
      $8,979,000 in cash within four years of closing; and

  ii) a purchase an assumption agreement with MidSouth Bank, N.A.,
      a whole owned subsidiary of MidSouth Bancorp., FBLB and
      Jefferson Bank.  Under the agreement, upon merger of First
      Bank & Trust and Jefferson Bank, MidSouth will buy certain
      assets from First Bank & Trust and Jefferson Bank for
      $11,600,000.  MidSouth is buying majority of Jefferson
      Bank's assets.

The Court approved the offer of FBLB as the stalking horse bid for
the Debtor's interests in Jefferson Bank.

The Debtor set a June 15 auction for the sale of the Debtor's
interests in Jefferson Bank, at the offices of the Debtor's
counsel at Forshey & Prostok, LLP, 777 Main Street, Suite 1290,
Forth Worth, Texas.  The Debor will conclude the negotiated sale
process on June 20.  Qualified bids are due June 10.

The Court will consider the sale of the assets to FBLB or the
winning bidder at a hearing on June 22, 2011, at 9:30 a.m.
(prevailing Fort Worth, Texas time).  Objections, if any, are due
July 17, at 5:00 p.m.

The Debtor is also authorized to pay expense reimbursement of up
to $200,000, for the sale or use of the stock with the presence of
a firm initial offer.

The Court also directed the U.S. Trustee to appoint an examiner in
the case.

                      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.

No creditors' committee has been appointed in the case.


OUTSOURCE HOLDINGS: Taps Fenimore Kay Special Transaction Counsel
-----------------------------------------------------------------
Outsource Holdings, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Fenimore, Kay,
Harrison & Ford, LLP as special transaction and regulatory
counsel.

Fenimore Kay will be assisting the Debtor in connection with the
proposed transaction and in connection with all regulatory issues
related thereto.

The Debtor relates that its only significant asset is it 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.

The Debtor believes that a sale/merger of its interest in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of the asset for the estate and its
creditors.  However, the Debtor was unable to obtain consent from
its creditors.

An investment banking firm assisted the marketing efforts of the
Debtor which resulted to:

   i) an acquisition agreement with First Bank Lubbock Bancshares,
      Inc.  In exchange for the merger with Jefferson Bank and
      FBLB's affiliate -- First Bank & Trust, Lubbock, Texas --
      FBLB will pay $2,021,000 in cash at closing, plus another
      $8,979,000 in cash within four years of closing; and

  ii) a purchase an assumption agreement with MidSouth Bank, N.A.,
      a whole owned subsidiary of MidSouth Bancorp., FBLB and
      Jefferson Bank.  Under the agreement, upon merger of First
      Bank & Trust and Jefferson Bank, MidSouth will buy certain
      assets from First Bank & Trust and Jefferson Bank for
      $11,600,000.  MidSouth is buying majority of Jefferson
      Bank's assets.

The Debtor will use the FBLB and MidSouth offers as a stalking
horse for other potential offers for the Debtor's interests in
Jefferson Bank.

The hourly rates of Fenimore Kay's personnel are:

         Geoffrey Kay                     $375
         Associates                    $200 - $325

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

                      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.

No creditors' committee has been appointed in the case.


OXIGENE, INC: Incurs $863,000 Net Loss in First Quarter
-------------------------------------------------------
OXiGENE, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $863,000 for the three months ended March 31, 2011, compared
with a net loss of $11.02 million for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$3.85 million in total assets, $2.80 million in total liabilities,
and $1.04 million in total stockholders' equity.

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

                        http://is.gd/07qJNs

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company reported a consolidated net loss of $23.77 million on
$0 of license revenue for the year ended Dec. 31, 2010, compared
with a consolidated net loss of $28.94 on $0 of license revenue
during the prior year.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young 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.
Ernst & Young noted that the Company has incurred recurring
operating losses and will be required to raise additional capital,
alternative means of financial support, or both, prior to Jan. 1,
2012 in order to sustain operations.  According to Ernst & Young,
the ability of the Company to raise additional capital or
alternative sources of financing is uncertain.


PACIFICA MESA: Workers Sees Enterprise Value Drop, Withdraws Plan
-----------------------------------------------------------------
Creditor Workers Realty Trust II, L.P., notified the U.S.
Bankruptcy Court for the Central District of California of its
withdrawal of its Plan of Reorganization for Pacifica Mesa
Studios, LLC.

Workers tells that Court that it will no longer pursue the
confirmation of its Plan, and further advises the Court and
parties-in-interest that it will not seek to have the Court
approve the Disclosure Statement.

Workers filed its competing Plan on March 25, 2011.  Workers
believed that the Plan was viable, based on, among other things,
the opinions of its investment banker and financial consultant,
Duff & Phelps Securities, LLC.  For example, based on its review
and analysis, Duff & Phelps had concluded that the Debtor had an
estimated enterprise value of approximately $27.7 million.  This
value served as the basis for the terms of the Plan, including the
treatment of Amalgamated Bank's secured claim against the Debtor.

According to Workers, the Debtor's Plan seeks to eliminate
Workers' claims and interests in the Debtor and its property
(including Worker's senior lien on the New Markets Tax Credits
proceeds) while granting 100% ownership of the Debtor to
Amalgamated.

After filing the Plan, Workers became concerned that its estimate
of the Debtor's enterprise value was overly optimistic and must be
adjusted downward.  Significantly, on April 8, the State of New
Mexico enacted a new cap on the state tax incentives
that may be allocated to film productions in the state during any
given year.  The cap on film tax incentives takes effect July 1.
Workers believes this development will discourage film companies
from doing business in New Mexico, which will harm the Debtor's
business and further reduce its enterprise value.

On April 20, 2011, the Debtor and Amalgamated filed their
objections to the Plan, making it clear that the Debtor and
Amalgamated will resist Workers' Plan at all costs.

Workers is represented by:

         POLSINELLI SHUGHART PC
         Jerry L. Switzer, Jr., Esq.
         Monika J. Machen, Esq.
         161 N. Clark Street, Suite 4200
         Chicago, IL 60601
         Tel: (312) 819-1900
         Fax: (312) 819 1910
         E-mail: jswitzer@polsinelli.com
                 mmachen@polsinelli.com

         BLANK ROME LLP
         Sara L. Chenetz, Esq.
         Peter F. Jazayeri, Esq.
         1925 Century Park East, Suite 1900
         Los Angeles, CA 90046
         Tel: (424) 239-3400
         Fax: (424) 239-3399
         E-mail: chenetz@blankrome.com
                 jazayeri@blankrome.com

                    About Pacifica Mesa

Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba
Albuquerque Studios and ABQ Studios, is a California limited
liability company that was formed for the purpose of developing
and running a state-of-the art production complex in Albuquerue,
New Mexico.  The Debtor is owned on a 50/50 basis by members
Harold Katersky and Dana Arnold.  The Debtor is the largest film
studio in New Mexico.  The Debtor filed for Chapter 11 bankruptcy
protection on July 20, 2010 (Bankr. C.D. Calif. Case
No. 10-18827).  Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
assists the Debtor in its restructuring effort.  The Debtor
estimated $50 million to $100 million in assets and $100 million
$500 million in liabilities in its Chapter 11 petition.


PALM HARBOR: Wants Plan Exclusivity Until July 28
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Palm Harbor Homes Inc., which sold its assets to
Fleetwood Enterprises Inc. in April, is seeking a two-month
extension of the exclusive right to propose a Chapter 11 plan.  If
the bankruptcy judge agrees at a July 22 hearing, the new deadline
will be July 28.  Palm Harbor said it is working to iron out
problems in a plan.  It didn't say what they are.

                      About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactured and marketed factory-
built homes.  The Company marketed nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.

As reported in the TCR on May 16, 2011, Cavco Industries and
Fleetwood Homes filed with the U.S. Bankruptcy Court for the
District of Delaware a motion for an order enforcing and ordering
Palm Harbor Homes to perform its obligations under the Court-
approved amended and restated asset purchase agreement and to pay
administrative expenses.

According to Cavco and Fleetwood, the Debtors ceased paying former
employees' sales commissions and profit-sharing bonuses prior to
the closing date when the individuals were still employees of the
Debtors.


PARK CENTRAL: Taps Grubb & Ellis as Real Property Leasing Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Park Central Plaza 32 LLC, to employ Grubb & Ellis Company as
leasing agent for real property belonging to the estate.

Grubb & Ellis will render all necessary listing, leasing and real
estate services to Debtor.

Grubb & Ellis will charge the Debtor a percentage based on the
procurement of a tenant for the real property.  Net lease terms
provide for payment as:

   * 6% of the minimum guaranteed base rent for the first 60
     months of the initial lease term;

   * 3% of the minimum guaranteed base rent for the second 60
     months of the initial lease term if applicable.

In the event Grubb & Ellis procures a buyer for the shopping
center or any portion thereof Grubb & Ellis will be paid:

   * 6% of the gross sales price, 3% of which would provide co-op
     for outside broker. 5% of the gross sales if no outside
     broker.

   * Grubb & Ellis will be paid a commission of 1.5% in the event
     the Debtor sells the shopping center or any portion thereof
     to a principal that is not represented.

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

                        About Park Central

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Greenberg Traurig LLP represents the
Debtor in its restructuring effort.  The Debtor tapped Matthew L.
Johnson & Associates, P.C., as its special counsel, and Valuation
Consultants as real estate appraiser.  The Debtor estimated assets
and debts at $10 million to $50 million.


PARK CENTRAL: Taps Valuation Consultants as Real Estate Appraiser
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Park Central Plaza 32 LLC, to employ Valuation Consultants as real
estate appraiser.

The Debtor will pay $7,000 to the firm for the appraisal and
$350 per hour for the time Keith Harper spends preparing for
and attending depositions and court hearings.

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

                        About Park Central

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Greenberg Traurig LLP represents the
Debtor in its restructuring effort.  The Debtor tapped Matthew L.
Johnson & Associates, P.C., as its special counsel, and Grubb &
Ellis Company as leasing agent for real property belonging to the
estate.  The Debtor estimated assets and debts at $10 million to
$50 million.


PARKER BUILDING: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Parker Building LLC
        434 State Street
        Schenectady, NY 12305

Bankruptcy Case No.: 11-11685

Chapter 11 Petition Date: May 27, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  O'CONNELL & ARONOWITZ
                  54 State Street, 9th Floor
                  Albany, NY 12207
                  Tel: (518) 462-5601
                  Fax: (518) 462-2670
                  E-mail: rweiskopf@oalaw.com

Scheduled Assets: $951,458

Scheduled Debts: $2,393,655

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nynb11-11685.pdf

The petition was signed by Christopher J. Myers, managing member.


PARKERVISION, INC: Incurs $3.4 Million First Quarter Net Loss
-------------------------------------------------------------
ParkerVision, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.4 million on $0 revenue for the three
months ended March 31, 2011, compared with a net loss of
$3.9 million on $63,735 of revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$19.2 million in total assets, $1.3 million in total liabilities,
and stockholders' equity of $17.9 million.

As reported in the TCR on April 11, 2011, PricewaterhouseCoopers
LLP, in Jacksonville, Florida, expressed substantial doubt about
ParkerVision's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has suffered recurring losses from operations.

A copy of the Form 10-Q is available at http://is.gd/u9zbT5

Jacksonville, Fla.-based ParkerVision, Inc. (Nasdaq: PRKR)
-- http://www.parkervision.com/-- designs, develops and markets
its proprietary radio frequency technologies which enable advanced
wireless communications for current and next generation mobile
communications networks.


PARMALAT SPA: 2nd Circ. Spares BofA from Investors' $300M Claim
---------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the Second Circuit
on Friday found that Bank of America Corp. did not cause the $300
million in losses suffered by two special purpose entities that
invested in Parmalat SpA, short-circuiting the Cayman Island
entities' claim for breach of fiduciary duty.

Affirming the lower court in a summary order, the Second Circuit
shot down the SPEs' allegations that BofA breached its duty to the
companies, holding that Parmalat's scandalous collapse in 2003
caused their losses, according to Law360.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represented the U.S. Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and James
Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey,
Esq., at Janvey, Gordon, Herlands Randolph, represented the
Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PERSIAN GALLERY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Persian Gallery, Inc.
        2860 Piedmont Road, N.E.
        Atlanta, GA 30305

Bankruptcy Case No.: 11-65633

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-65633.pdf

The petition was signed by Mahmoud ("Mike") Govahi Kashani, CEO.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Mahmoud ("Mike") Govahi Kashani        11-63556   05/02/11


PETROLEUM & FRANCHISE: Proposes Downs as Special Counsel
--------------------------------------------------------
Petroleum & Franchise Capital LLC asks U.S. Bankruptcy Court for
the District of Connecticut for permission to employ Downs Rachlin
Martin PLLC, which maintains an office for the practice of law at
28 Vernon Street, Suite 501, Brattleboro, Vt., to represent the
Debtors as their Special Counsel to handle certain environmental
insurance claims.

As commercial finance lenders, the Debtors often obtain insurance
policies which provide coverage for environmental contamination on
real estate subject to mortgages which secure the portfolio
obligations.  The Debtors have a borrower who is in default and is
currently in Chapter 11 Bankruptcy proceedings.  There are
numerous properties securing the obligations from this borrower
which contain environmental contaminants and for which the Debtors
have obtained environmental insurance.  The Debtors obtained phase
two studies of the subject properties and submitted claims to its
carrier which have been denied.

The Debtors believe the denials to be improper and are retaining
the services of DRM to pursue their insurance claims.  Downs
Rachlin is experienced in environmental law and the related
pursuit of insurance claims based on the type of environmental
insurance policies obtained by the Debtors.

Downs Rachlin will charge the Debtors for its legal services on an
hourly basis in accordance with its ordinary and customary hourly
rates in effect on the date services are rendered which are
between $200/hr and $365/hr.

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

The hearing on the application to employ Downs Rachlin will be
held on June 14, 2011, at 10:00 a.m.

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC, and
its affiliates are specialty commercial finance lenders, offering
a premier array of long-term fixed rate financing products to
experienced national and regional retail petroleum operators for
new site development or acquisition, remodeling and construction
financing for over a decade.

Petroleum & Franchise Capital, LLC, filed for Chapter 11
bankruptcy protection on June 23, 2010, (Bankr. D. Conn. Case No.
10-1465).  Craig I. Lifland, Esq., and James Berman, Esq., at
Zeisler and Zeisler, assist the Company in its restructuring
effort.  BDO USA, LLP, serves as the Company's accountants.  The
Company estimated assets and debts at $50 million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PLATINUM ENERGY: Tim Culp Discloses 7.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Tim G. Culp disclosed that he beneficially
owns 1,801,581 shares of common stock of Platinum Energy
Resources, Inc., representing 7.9% of the shares outstanding.
The percentages used is calculated based upon 22,606,476 shares of
the common stock, par value $0.0001 per share, of Platinum Energy
Resources, Inc., issued and outstanding as of April 13, 2011, as
reported in the Company's Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2010, which was filed with the
Commission on April 15, 2011.  A full-text copy of the filing is
available for free at http://is.gd/EF3tgU

                       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.


POINT BLANK: Equity Committee Can Hire Bifferato as Del. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Equity Security Holders of Point Blank
Solutions Inc., et al., to retain Bifferato LLC as its Delaware
counsel.

Bifferato will, among other things:

   -- participate in the formulation of a Plan;

   -- assist the Equity Committee in requesting the appointment of
      a trustee or examiner, if the action be necessary; and

   -- assist the Equity Committee in investigating the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor, the operation of the Debtor's business, potential
      claims, and any other, matters relevant to the cases or to
      the formulation of a plan of reorganization.

The hourly rates of Bifferato's personnel are:

         Directors                  $345 - $700
         Associates                 $225 - $385
         Paralegal/Legal Assistants $150 - $200

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

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, Baker & McKenzie LLP, and The Bayard, P.A., as its
counsel.  Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at
Arent Fox LLP, serve as counsel to the Creditors Committee, and
Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana
Rosner & Stern LLP, serve as co-counsel.


POINT BLANK: Judge Stays Case Over Deregistration Plan
------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Peter J. Walsh on Wednesday halted a New York suit against
the CEO of Point Blank Solutions Inc. over plans to deregister the
company, saying the litigation could disrupt the body armor
maker's reorganization at a delicate point in the case.

Law360 relates that Judge Walsh issued a 90-day preliminary
injunction against the suit, which takes issue with plans to
deregister the company as an indirect condition of a settlement
with the U.S. Securities and Exchange Commission on accounting
fraud accusations.

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, Baker & McKenzie LLP, and The Bayard, P.A., as its
counsel.  Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at
Arent Fox LLP, serve as counsel to the Creditors Committee, and
Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana
Rosner & Stern LLP, serve as co-counsel.


POLI-GOLD LLC: Can Access AZ Havasu Cash Collateral Until Sept. 30
------------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona has approved the stipulation authorizing Poli-
Gold, LLC's continued interim use of the cash collateral of its
secured lender AZ Havasu, LLC.

The Debtor is authorized to use the cash collateral to pay
ordinary, necessary, and essential postpetition operating expenses
of its Panguitch Lake Resort until Sept. 30, 2011.

The parties may further extend the Debtor's use of the cash
collateral by agreement and without further order of the Court.

Fort Mohave, Arizona-based Poli-Gold, LLC, owns a cabin and RV
resort in Panguitch, Utah.  It also owns a commercial
building/warehouse/storage facility in Fort Mohave, Arizona, as
well as a commercial property in Lake Havasu City, Arizona, and
some vacant lots in Kingman, Arizona.

Poli-Gold filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-37018) on Nov. 17, 2010.  Attorneys at Engelman
Berger, P.C., serve as the Debtor's bankruptcy counsel.  Keller
Williams River Cities Specialist serves as real estate listing
broker.  The Debtor disclosed assets of $30,384,943 and
liabilities of $14,401,515 as of the petition date.


PRECISION OPTICS: Incurs $302,300 Net Loss in Q3 Ended March 31
---------------------------------------------------------------
Precision Optics Corporation, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $302,312 on $495,423 of
revenues for the three months ended March 31, 2011, compared with
a net loss of $131,368 on $850,939 of revenues for the three
months ended March 31, 2010.

Total revenues for the nine months ended March 31, 2011, were
$1.62 million, as compared to $2.16 million for the same period
last year.

During the nine months ended March 31, 2011, the Company incurred
a net loss of $791,109 and used cash in operations of $392,852.
During the nine months ended March 31, 2010, the Company incurred
a net loss of $607,616 and used cash in operations of $61,450.

The Company's balance sheet as of March 31, 2011, showed
$1.33 million in total assets, $2.27 million in total liabilities,
and a stockholders' deficit of $940,471.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.

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

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.


PRIUM SPOKANE: Can Employ Berreth, Lochmiller as Accountants
------------------------------------------------------------
Prium Spokane Buildings, L.L.C., sought and obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
Washington to employ Berreth, Lochmiller & Associates, PLLC, as
accountants.

Any actual award of compensation to the firm is subject to further
Court order pursuant to Section 330 of the Bankruptcy Code and to
any order establishing procedures for interim compensation and
establishing fee and expense guidelines that may be entered.

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  There was no creditors committee appointed
in the case.  According to its schedules, the Debtor disclosed
$17,042,743 in total assets and $34,723,584 in total debts.


PURESPECTRUM, INC: Incurs $390,700 Net Loss in March 31 Quarter
---------------------------------------------------------------
PureSpectrum, Inc., filed with the U.S. Securities and Exchange
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $390,742 on $25,682 for the three months
ended March 31, 2011, compared with a net loss of $2.31 million on
$9,079 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $971,074 in
total assets, $3.36 million in total liabilities, and a
$2.39 million total stockholders' deficit.

The Company has incurred net losses from operations of $390,742
for the three months ended March 31, 2011.  In addition, at
March 31, 2011, the Company has an accumulated deficit of
$22,574,835 and negative working capital of $2,784,500.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern, according to the Form 10-
Q.

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

                        http://is.gd/odLIzP

                      About PureSpectrum, Inc.

Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU)
-- http://www.purespectrumlighting.com/-- is engaged in the
development, marketing, licensing, and contract manufacturing of
lighting technology for use in residential, commercial, and
industrial applications worldwide.

The Company reported a net loss of $7.97 million on $79,634 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $7.31 million on $12,490 of revenue during the prior year.


QUALITY DISTRIBUTION: Seven Directors Elected at Annual Meeting
---------------------------------------------------------------
Quality Distribution, Inc.'s 2011 annual meeting of shareholders
was held on May 24, 2011.  Of the 23,536,869 shares of common
stock outstanding on the April 7, 2011, record date, a total of
21,033,339 shares of common stock were represented in person or by
proxy.

Seven nominees were elected to serve as directors to hold office
until the next annual meeting of our shareholders or until their
successors have been elected and qualified:

   (1) Kevin E. Crowe
   (2) Gary R. Enzor
   (3) Richard B. Marchese
   (4) Thomas R. Miklich
   (5) M. Ali Rashid
   (6) Alan H. Schumacher
   (7) Thomas M. White

Stockholders also approved the ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered
certified public accounting firm for 2011.

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company's balance sheet at March 31, 2011, showed
$281.43 million in total assets, $405.83 million in total
liabilities, and a $124.40 million total shareholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUAMTEL, INC: Posts $679,100 Net Loss in First Quarter
------------------------------------------------------
Quamtel, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $679,090 on $428,010 of revenues for the three
months ended March 31, 2011, compared with a net loss of $869,439
on $703,748 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $1.9 million
in total assets, $5.0 million in total liabilities, and a
stockholders' deficit of $3.1 million.

RBSM LLP, in New York, expressed substantial doubt about Quamtel's
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 in the current year and also
in the past.

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

The Company reported a net loss of $10.0 million on $2.2 million
of revenues for 2010, compared with a net loss of $1.9 million on
$2.5 million of revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $2.0 million
in total assets, $4.8 million in total liabilities, and a
stockholders' deficit of $2.8 million.

A copy of the Form 10-K is available at http://is.gd/dwUbfK

Based in Dallas, Quamtel, Inc., provides prepaid and postpaid
enhanced telecommunications services with an emphasis on
transporting calls that originate from the United States and
Canada and terminate in other specific regions of the world.


QUIGLEY CO: Court Lacks Power to Halt Pfizer Asbestos Claims
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pfizer Inc. lost an appeal in the reorganization of
its non-operating subsidiary Quigley Co. when a federal judge
ruled that the drugmaker isn't entitled to protection from some
asbestos claims under the umbrella of Quigley's Chapter 11 case.

According to the report, the May 20 opinion by U.S. District Judge
Richard Holwell in New York dealt with only one Quigley product,
Insulag, and only affects asbestos claims governed by Pennsylvania
law or states with similar laws.  Under a settlement reached while
the appeal was pending, many asbestos claimants have already
resolved their disputes with Quigley and Pfizer.

The "decision has limited implications," said Edward Weisfelner of
Brown Rudnick LLP in New York, who represents an ad hoc committee
of three law firms representing asbestos claimants, according to
Mr. Rochelle's report.  "Our clients have reached a settlement
with Pfizer and a goodly percentage of all asbestos lawyers had
reached a settlement years ago that would preclude them from
pursuing this theory."

Mr. Rochelle notes that under Section 524 of the Bankruptcy Code,
third parties can sometimes piggyback a company in Chapter 11 and
receive absolution from asbestos claims without being in
bankruptcy.  Judge Holwell ruled that the provision doesn't apply
to Pfizer regarding Insulag claims under Pennsylvania law.

Mr. Rochelle explains that Judge Holwell said Pfizer's liability
arose "out of its sponsorship of a defective product, not its
corporate affiliation" with Quigley.  As a result, Judge Holwell
reversed the bankruptcy judge and ruled that the asbestos
claimants have the right to bring suits directly against Pfizer.
There was no power under bankruptcy law to use Quigley's
bankruptcy to stop suits against Pfizer, Judge Holwell said.  An
injunction against Pfizer suits was "beyond the jurisdiction of
a bankruptcy court," he said.  Judge Holwell didn't rule that
Pfizer is liable on Quigley asbestos claims.

Pfizer "has never been held derivatively liable for actions of
Quigley," the New York-based company said in an emailed statement.
It disagrees with the ruling and "will seek clarification from the
district court," Pfizer said.

Asbestos claimants were appealing an injunction by the bankruptcy
judge earlier in the case stopping suits against Pfizer.  Amid the
appeal, the bankruptcy judge in April approved a so-called plan-
support agreement designed to end the Quigley case after more than
six years. The settlement was reached with an ad hoc committee
representing 40,000 asbestos claimants contending they were
injured by Quigley products.  Quigley has a June 7 hearing for
approval of a disclosure statement explaining the settlement and
treatment of asbestos claimants under the Chapter 11 plan.  Pfizer
has "requested a short extension of the bankruptcy proceedings,"
according to the company's statement.  The settlement headed off a
hearing to have been held in April where the ad hoc committee
would have sought dismissal of the Quigley reorganization begun in
September 2004.  The motion to dismiss resulted from a ruling by
the bankruptcy judge in September refusing to confirm Quigley's
prior reorganization plan.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


R & R PLAZA: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: R & R Plaza, LLC
        338 President Street
        Saddle Brook, NJ 07663

Bankruptcy Case No.: 11-26482

Chapter 11 Petition Date: May 27, 2011

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

Judge: Morris Stern

Debtor's Counsel: David Edelberg, Esq.
                  NOWELL AMOROSO KLEIN BIERMAN, P.A.
                  155 Polifly Road
                  Hackensack, NJ 07601
                  Tel: (201) 343-5001
                  Fax: (201) 343-5181
                  E-mail: dedelberg@njbankruptcy.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-26482.pdf

The petition was signed by Raymond Plaza, managing member.


RADIENT PHARMACEUTICALS: Incurs $85.71 Million Net Loss in 2010
---------------------------------------------------------------
Radient Pharmaceuticals Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, reporting
a net loss of $85.71 million on $231,662 of net revenues for the
year ended Dec. 31, 2010, compared with a net loss of
$16.62 million on $8.62 million of net revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed $856,960 in
total assets, $53.75 million in total liabilities and a $52.89
million total stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, California, 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, had negative cash flows
from operations in 2010 and 2009, and has a working capital
deficit of approximately $53 million at Dec. 31, 2010.

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

                        http://is.gd/GIgknS

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.


RADIENT PHARMACEUTICALS: Expects to Report $10MM-$12MM Loss in Q1
-----------------------------------------------------------------
Radient Pharmaceuticals Corporation anticipates filing its
Quarterly Report on Form 10-Q for the quarter ended March 31,
2011, on or before the close of business on Tuesday, June 7, 2011.

In the Form 10-Q, the Company expects to report revenues of
approximately $31,000 and a net loss in the range of $10.6 to $12
million compared with net loss of approximately $2.6 million for
the three months ended March 31, 2010.  The Company also expects
to report stockholders deficit in the range of approximately $13.6
to $15.0 million for the quarter ended March 31, 2011, as compared
to a deficit of approximately $52.9 million for the quarter ended
March 31, 2010.

                    About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed $856,960 in
total assets, $53.75 million in total liabilities and a $52.89
million total stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, California, 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, had negative cash flows
from operations in 2010 and 2009, and has a working capital
deficit of approximately $53 million at Dec. 31, 2010.


RADIO ONE: Doyle Mitchell Resigns from Board of Directors
---------------------------------------------------------
Prior to the 2011 annual meeting of stockholders, B. Doyle
Mitchell, Jr., submitted his resignation from the Board of
Directors of Radio One, Inc., including a prospective resignation
if he were re-elected at the 2011 Meeting to serve until the 2012
annual meeting of stockholders.  On May 18, 2011, in accordance
with Radio One, Inc.'s bylaws, the Board appointed Dennis Miller
as a Class B director to serve until the 2012 Meeting or until his
successor is duly elected and qualified.

Mr. Miller's qualifications to serve as a director include his
knowledge of TV One, his many years of senior management
experience at various public and private media enterprises, and
his knowledge of new media enterprises.  Mr. Miller currently
serves as a General Partner with Spark Capital, LLC, a venture
fund with an investment focus on the conflux of the media,
entertainment and technology industries.  Prior to joining Spark
Capital in 2005, Mr. Miller was a Managing Director of
Constellation Ventures, the venture investment arm of Bear
Stearns.  His portfolio of investments has included TV One,
College Sports Television (acquired by CBS), Widevine (acquired by
Google), K12 taken public in 2008 (NYSE:LRN), Next New Networks
(acquired by Google) and The Gospel Channel.  He also served on
the Board of Directors of Capital IQ (acquired by McGraw-Hill).
From 1998 to 2000, Mr. Miller was Executive Vice President of
Lions Gate Entertainment.  Prior to joining Lions Gate, he was an
Executive Vice President with Sony Pictures Entertainment where he
was responsible for all television operations of SPE and actively
involved with strategic planning and new media.  From 1990 to
1995, Mr. Miller was Executive Vice President of Turner Network
Television.  In 1993, he took on the additional responsibility for
the Turner Entertainment Company.

Mr. Miller began his career as an attorney with Manatt, Phelps,
Rothenberg and Phillips in Los Angeles.  He holds a Juris
Doctorate from Boalt Law School and a B.A. in political science
from the University of California at San Diego.

As of April 4, 2011, the date of the Company's proxy statement,
the compensation committee of the Board had not made any
determinations with respect to 2010 bonuses for the Company's
named executive officers.  On May 18, 2011, the Committee made
final determinations with respect to 2010 Executive Bonuses.

These proposals were approved by the stockholders at the 2011
Annual Meeting of Stockholders held on May 18, 2011:

   * The election of Terry L. Jones and Brian W. McNeill as Class
     A directors to serve until the 2012 annual meeting of
     stockholders or until their successors are duly elected and
     qualified.

   * The election of Catherine L. Hughes, Alfred C. Liggins, III,
     D. Geoffrey Armstrong, and Ronald E. Blaylock as directors to
     serve until the 2012 annual meeting of stockholders or until
     their successors are duly elected and qualified.

   * The ratification of Ernst & Young LLP as the Company's
     independent registered public accounting firm for the fiscal
     year ending Dec. 31, 2011.

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

The Company reported a net loss of $26.62 million on $279.90
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $48.55 million on $272.09 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.00 billion in total assets, $844.13 million in total
liabilities, $31.26 million in redeemable non-controlling
interests, and $132.02 million in total stockholders' equity.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                           *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


RENASCENT, INC: Taps John Amsden for Claim vs. Thornburg
--------------------------------------------------------
Renascent, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Montana to employ:

          John Amsden, Esq.
          BINNEY LAW FIRM, P.C.
          P.O. Box 2253
          Missoula, Montana 59806-2253
          Tel: (406) 541-8020
          Fax: (406) 541-8006
          E-Mail: jon@binneylaw.com

as special counsel to represent the Debtor in its claims against
Thornburg Mortgage Securities Trust 2007-3; BAC Home Loan
Servicing, LP; Countrywide Home Loans, Inc.; Wells Fargo; and any
or all persons, known or unknown, claiming or who might claim any
right, title, estate, or interest in or lien or encumbrance upon
the real property.

The Debtor will pay Mr. Amsden a 1/3 (one-third) contingency fee.

John Amsden, Esq., at Binney Law, assures the Court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc, filed for Chapter 11
bankruptcy protection (Bankr. D. Mont. Case No. 10-62358) on
Sept. 29, 2010.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million as of the
Petition Date.

Jon R. Binney, Esq., who has an office in Missoula, Montana,
serves as bankruptcy counsel to the Debtor.  David Markette and
Dustin Chouinard as serves as the Debtor's special counsel.


RICHARD LIND: Deutsche Bank Has Green Light to Amend Claim
----------------------------------------------------------
Bankruptcy Chief Judge Thomas L. Saladino authorized Deutsche Bank
National Trust Company to file an amended proof of claim in the
bankruptcy case of Richard H. Lind and Christine M. Lind, over the
objection of Omaha State Bank.

Deutsche Bank seeks to file a second amended proof of claim.  The
proof of claim deadline in the case was Feb. 21, 2010. Deutsche
Bank timely filed its original proof of claim as a creditor
secured by Debtors' residence on Nov. 10, 2009, for $379,468.54.
On March 2, 2011, Deutsche Bank filed another amended proof of
claim, this time for $465,639.78, to add additional interest
through Nov. 10, 2010, and include late charges and bankruptcy
fees.

Omaha State Bank holds a lien in the sale proceeds junior to that
of Deutsche Bank.  Omaha State Bank points out that the property
securing the claims was sold free and clear of liens pursuant to a
motion filed by the Debtors and the net proceeds of the sale --
$551,237.28 -- were paid into the registry of the court pending
distribution to the secured creditors.  Omaha State Bank argues
that in consenting to the sale of the property, it relied upon the
proof of claim of record in November 2010, and that it is
prejudiced by the substantial increases Deutsche Bank is now
asking for its claim.  Omaha State Bank also argues that Deutsche
Bank should not be allowed to include its bankruptcy, foreclosure,
and other fees.  Omaha State Bank believes that Deutsche Bank
should only be entitled to its principal and interest as set forth
in Deutsche Bank's treatment under Debtors' confirmed plan.

Judge Saladino said Deutsche Bank is entitled to amend its proof
of claim, and gave Deutsche Bank until June 3, 2011, to file an
affidavit which details its calculation of interest and its
asserted escrow advances that it wishes to be included, as well as
any other amounts that it wishes to be included in its proof of
claim.  Omaha State Bank will have until June 10, 2011, to object.

Judge Saladino encouraged Omaha State Bank, Deutsche Bank, and the
Debtors to work together on a potential stipulation that would
allow undisputed amounts -- such as the principal balance, among
others -- to be disbursed to Deutsche Bank to prevent the further
accrual of interest.

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

Richard H. Lind and Christine M. Lind filed for Chapter 11
bankruptcy (Bankr. D. Neb. Case No. 09-82915) on Oct. 29, 2009.


RICKY MURRAY: Has Green Light to Use BB&T's Cash Collateral
-----------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse authorized Ricky V.
Murray and Connie B. Murray to use the cash collateral securing
their obligations to Branch Banking & Trust Co.  The Court further
held that prior to the hearing set for June 8, 2011 on BB&T's
motion for relief from the stay or for adequate protection, the
Debtors are directed to pay to BB&T adequate protection payments
of $8,008.39 per month for the months of February, March, April,
May and June 2011.  A determination of adequate protection
payments after June 2011 will be made in conjunction with the stay
hearing.  A copy of the Court's May 24, 2011 Order is available at
http://is.gd/GH8Twffrom Leagle.com.

Ricky V. Murray and Connie B. Murray are members and principals of
three North Carolina limited liability companies -- Related
Entities -- engaged in the business of owning and renting real
estate, and a corporation known as Lisa Dee's Florist, Inc.  Two
of the LLCs were administratively dissolved by the North Carolina
Secretary of State in February 2009.

In September 2010, lender BB&T initiated foreclosure proceedings
and on Dec. 1, 2010, the day of the foreclosure sale, the Related
Entities transferred to the Murrays all of the Related Entities'
interests in the real property subject to BB&T's security
interests.  The properties were transferred for nominal
consideration.  The Murrays filed a Chapter 11 petition (Bankr.
E.D.N.C. Case No. 10-10143) on Dec. 10, 2010.

On May 1, 2011, BB&T filed an adversary proceeding against the
Debtors and the Related Entities in which it asserts claims
arising out of the Related Entities' transfers of the properties
to the Debtors.


RIDGERUNNER LLC: Bauer & French Pay Terms Violate Bankruptcy Code
-----------------------------------------------------------------
Chief Bankruptcy Judge Terry L. Myers denied the request of
Ridgerunner LLC to employ Bauer & French as attorneys.  The Court
rejected the attempted use of an "advance payment retainer" as a
means of allowing Counsel to be employed and to obtain
compensation for post-petition services without compliance with
Bankruptcy Code Sections 330 and 331.  The Court also rejected the
proposition that the advance payment of fees authorized Counsel to
immediately deposit amounts in its general business or operating
account as opposed to placing them in a client trust account in
accord with applicable requirements of the Idaho Rules of
Professional Conduct.

On April 1, 2011, Counsel filed a Rule 2016(b) disclosure
indicating that it had received $8,539 prior to the filing of the
case, of which $1,039 was used to pay the Debtor's filing fee, and
$7,500 of which was an "advance payment retainer."

A copy of the Court's May 26, 2011 Memorandum of Decision is
available at http://is.gd/ZlM1Vifrom Leagle.com.

Judge Myers also denied an application by other debtor entities,
KM Allied of Nampa, LLC (Bankr. D. Idaho Case No. 10-03056) and
Leslie and Terriann Danner (Bankr. D. Idaho Case No. 11-00651), to
employ Bauer & French as counsel, in view of the compensation
structure.

Ridgerunner LLC filed for Chapter 11 bankruptcy relief (Bankr. D.
Idaho Case No. 11-20369) on April 1, 2011, listing under $1
million in both assets and debts.  A copy of Ridgerunner's
petition is available at http://bankrupt.com/misc/idb11-20369.pdf


RIVER ROCK: Reports $7.18 Million Income in March 31 Quarter
------------------------------------------------------------
River Rock Entertainment Authority filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting income before distributions to tribe of $7.18 million on
$31.88 million of gross revenues for the three month-period ended
March 31, 2011, compared with income before distributions to tribe
of $7.28 million on $32.63 million of gross revenues for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$229.83 million in total assets, $219.38 million in total
liabilities, all current, and $10.45 million in total net assets.

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

                        http://is.gd/G9MDRA

                          About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

As reported by the TCR on March 18, 2011, Moody's Investors
Service downgraded River Rock Entertainment Authority's Corporate
Family Rating and Probability of Default Rating to Caa1 from B2,
and the rating on the $200 million senior notes due 2011 to Caa1
from B2.  All ratings are kept under review for further possible
downgrade.  The downgrade of CFR to Caa1 reflects the significant
refinancing risk stemming from upcoming maturity of RREA's $200
million senior notes on Nov. 1, 2011 and lack of evidence that the
Authority has made meaningful progress in addressing the maturity
since its ratings were initially placed under review for possible
downgrade in October 2010.

In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'.  At the same
time, S&P placed the ratings on CreditWatch with negative
implications.  RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).

"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak.  "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs.  In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."


ROBERT BRYANT: Dolins Awarded $1,800 in Attorney Fees
-----------------------------------------------------
Bankruptcy Judge Michael E. Romero awarded Robert Alan Dolin and
Lisa Dolin $1,800 in attorney fees (6 hours x $300 = $1800) and
$8.25 for expenses incurred in obtaining order compelling
completion of Robert Olan Bryant's deposition.  A copy of the
Court's May 25 order is available at http://is.gd/cFSv4Wfrom
Leagle.com.

Robert Olan Bryant was convicted of securities fraud and owed
$8.8 million to victims, according to a September 2009 report by
The Denver Post.  Mr. Bryant is a Chapter 11 debtor (Bankr. D.
Colo. Case No. 07-10832).


ROCKY MOUNTAIN: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rocky Mountain Truss Co., LLC
        2445 US Highway 2 NE
        Havre, MT 59501

Bankruptcy Case No.: 11-61058

Chapter 11 Petition Date: May 27, 2011

Court: U.S. Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: Steven M. Johnson, Esq.
                  CHURCH HARRIS JOHNSON & WILLIAMS PC
                  P.O. Box 1645
                  Great Falls, MT 59403
                  Tel: (406) 761-3000
                  E-mail: sjohnson@chjw.com

Scheduled Assets: $164,398

Scheduled Debts: $1,749,229

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mtb11-61058.pdf

The petition was signed by Jesse Lohse, partner.


RUGGED BEAR: Could Reopen Next Year; Franchisee Keeps 2 Stores
--------------------------------------------------------------
Jon Chesto, writing for the Mass. Market section at the Wicked
Local Network, reports that fans of the now-defunct Rugged Bear
children's clothing chain can either wait for the brand to be
revived next year -- or they can drive to Beverly and West
Lebanon, N.H., where the only two franchised Rugged Bear stores
remain open under a new name.  Franchisees Brad and Megan
Greenwood decided to keep the stores open -- under the name C&C
Kids -- despite the closing of the parent company.  The Rugged
Bear brand, meanwhile, was bought by another group of investors
who plan on bringing the Bear out of hibernation next year, at
least as an online outlet.

                        About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.


RUSSELL SUTHERLAND: Untimely Plan Prompts Case Dismissal
--------------------------------------------------------
Bankruptcy Judge Michael E. Romero dismissed Russell D.
Sutherland's Chapter 11 case after he failed to timely file a plan
of reorganization and disclosure statement.

The Debtor had asked the Court decline to dismiss or convert the
case and treat his Plan of Reorganization, dated Feb. 11, 2011 as
timely filed pursuant to the 300-day deadline in 11 U.S.C. Sec.
1121(e)(2).  That plan was filed 311 days after the petition date
and 254 days after the conversion date.  Further, on Feb. 25,
2011, the Court ordered the Feb. 11, 2011 Plan "stricken" because
the Plan was deficient and the Debtor failed to comply with L.B.R.
3017-2.

According to Judge Romero, the 300-day deadline is a "drop dead"
provision, citing similar rulings in In re Castle Horizon Real
Estate, LLC, 2010 WL 3636160, *2 (Bankr. E.D. N.C. 2010); In re
Sanchez, 429 B.R. 393, 398 (Bankr. D. Puerto Rico 2010); and In re
Win Trucking, Inc., 236 B.R. 774, 778 (Bankr. D. Utah 1999).

A copy of Judge Romero's May 25, 2011 Order is available at
http://is.gd/qXkeo9from Leagle.com.

Russell D. Sutherland filed for Chapter 11 bankruptcy (Bankr. D.
Colo. Case No. 10-17768) on April 6, 2010.


SALLY HOLDINGS: S&P Raises CCR to 'BB'; Outlook Revised to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Denton, Texas-based Sally Holdings LLC to 'BB' from 'BB-
'. The rating outlook is positive.

"At the same time, we raised our senior secured debt rating on
Sally Holdings to 'BBB-' from 'BB+'. The recovery rating remains
'1', indicating our expectations for very high (90%-100%) recovery
in the event of a payment default," S&P said.

"In addition, we revised our recovery rating on Sally's senior
unsecured notes to '3' from '4'. The '3' recovery rating indicates
our expectation of meaningful (50% to 70%) recovery for
noteholders in the event of a payment default. This revision
reflects our expectation that the company will continue to
voluntarily repay debt (above the required amortization) with its
positive cash flow. We raised our issue-level rating on this debt
to 'BB' (the same as the corporate credit rating) from 'BB-', in
accordance with our notching criteria for a '3' recovery rating,"
according to S&P.

"We also raised our subordinated debt rating on Sally to 'B' from
'B-'. The recovery rating remains '6', indicating our expectations
for negligible (0%-10%) recovery in the event of a payment
default," S&P continued.

"Our 'BB' rating reflects our view that Sally Holdings LLC and its
wholly owned subsidiary Sally capital Inc. will maintain their
positive momentum with sales growth, positive comparable-store
sales, margin improvement, and debt reduction," said Standard &
Poor's credit analyst Jayne Ross, "resulting in improving credit
protection measures over the next 12 months."


SAINT VINCENTS: District Court Affirms Stay Enforcement Order
-------------------------------------------------------------
On Oct. 26, 2010, Erica T. Kagan filed an appeal from a Sept. 9,
2010 Order issued by Bankruptcy Judge Cecelia G. Morris enforcing
the automatic stay imposed in the bankruptcy cases of Saint
Vincents Catholic Medical Centers of New York and enjoining Ms.
Kagan from prosecution of the case captioned In the Matter of
Erica T. Kagan, an attorney at Kurland, Bonica & Associates, P.C.
v. New York State Department of Health, Index No. 110869/2010, in
the New York State Supreme Court.  In a May 23, 2011 Opinion and
Order, District Judge Jed S. Rakoff affirmed the Bankruptcy
Court's ruling.

The appeal arises from the closure of St. Vincent's Hospital
Manhattan, a facility operated by Saint Vincent's Catholic Medical
Centers of New York.  On April 6, 2010, following several years in
which the Hospital incurred tens of millions of dollars in
operating losses, the Board of Directors of SVCMC voted to approve
closure of the Hospital.  According to the Debtors, they submitted
a final plan for closure of the Hospital to the New York State
Department of Health on April 8, 2010, and the DOH subsequently
approved the plan.  On April 14, 2010, the Debtors filed for
relief under Chapter 11 of the Bankruptcy Code and moved for
interim and final orders authorizing the Debtors to fully
implement the Closure Plan.  On April 16, 2010, the Bankruptcy
Court entered an order granting the Closure Motion on an interim
basis.

On April 20, 2010, eight plaintiffs represented by the law firm of
Kurland, Bonica & Associates, P.C., filed a complaint against the
DOH and the Commissioner of the DOH, Richard F. Daines, in the New
York State Supreme Court, County of New York.  The complaint
alleged that defendants violated various laws in approving the
Hospital's closure, including 10 N.Y.C.R.R. Sec. 401.3(g), which
provides that "[n]o medical facility shall discontinue operation
or surrender its operating certificate unless 90 days' notice of
its intention to do so is given to the commissioner and his
written approval obtained."  N.Y. Comp. Codes R. & Regs. tit. 10,
Sec. 401.3(g) (2010)).  Plaintiffs sought an order enjoining any
further action by the defendants to close the Hospital and
compelling the DOH Commissioner to initiate investigations of the
Hospital.

A copy of the District Court's decision is available at
http://is.gd/BG9g1Dfrom Leagle.com.

                       About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SBARRO, INC: Drops Prepack in Favor of Negotiating Sale
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sbarro Inc. said it consensually terminated the plan-
support agreement underlying the so-called prepackaged Chapter 11
petition filed on April 4.  Instead, Sbarro said it will "explore
other strategic alternatives." The company said a "qualified
bidder" expressed an interest in an acquisition.  MidOcean
Partners, Ares Corporate Opportunities Fund II LP, and first-lien
lenders support abandoning the prepackaged plan, Sbarro said.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO, INC: Judge Sets July 8 Claims Bar Date
----------------------------------------------
Chapter11Cases.com reports that Bankruptcy Judge Shelley Chapman
entered an order setting the deadline (or bar date) for the filing
of proofs of claim on account of certain types of claims against
Sbarro, Inc. and its affiliates.

The order requires creditors to file proofs of claim on account of
certain claims arising before the Petition Date (including
503(b)(9) claims) so that they are received by Sbarro's claims
agent by or before 5:00 p.m. (Eastern) on July 8, 2011,
Chapter11Cases.com.   Chapter11Cases.com relates that governmental
entities are required to file their proofs of claim by 5:00 p.m.
(Eastern) on October 3, 2011.

The order provides details of the categories of claims for which
the bar date applies and the procedures which creditors must
follow in order to file a valid proof of claim, Chapter11Cases.com
says.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SEAHAWK DRILLING: Hayman Capital's Wind Down Financing Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized, on a final basis, Seahawk Drilling, Inc., et al., to
obtain obtain postpetition, secured wind down financing from
Hayman Capital Master Fund, L.P., in the aggregate amount of
$14,250,000.

As reported in the Troubled Company Reporter on May 17, 2011, the
Debtors will use the money to fund the operations during the
period following the closing of the sale of the Debtors' assets to
Hercules Offshore, Inc., through confirmation of the Debtors'
Chapter 11 plan of reorganization.

The Wind Down Facility will be released in two separate tranches:
Tranche A, consisting of an initial draw of up to $5.75 million
upon interim approval of this motion; and Tranche B, consisting of
a secondary draw of $8.5 million upon final approval of this
motion.

The Wind Down Facility will be paid with shares of Hercules Common
Stock on the effective date of a confirmed Chapter 11 plan of
reorganization in the Debtors' jointly-administered bankruptcy
cases.

Hercules Offshore announced on April 27,, the completion of the
asset purchase and sale.  In accordance with the terms of the
Asset Purchase Agreement, Hercules Offshore will acquire 20 jackup
rigs located in the U.S. Gulf of Mexico and related assets,
accounts receivable, cash, accounts payables, and certain
contractual rights from Seahawk Drilling.  The total consideration
paid to Seahawk Drilling consists of approximately 22.3 million
shares of Hercules Offshore common stock and $25.0 million in
cash.  Following this transaction, there will be a total of
approximately 137.2 million outstanding shares of Hercules
Offshore, Inc.

The Debtors intend to use the cash received from Hercules under
the APA to pay off the existing DIP Facility with D.E. Shaw Direct
Capital, L.L.C.  Immediately following the closing with Hercules,
assuming Court approval is obtained, the Debtors will receive the
first tranche under the Wind Down Facility with Hayman upon
satisfaction of the conditions in the Wind Down DIP Loan
Agreement.

Presented below is a brief summary of the material terms of
the proposed Wind Down Facility:

a. Borrower: Seahawk Drilling, Inc., as a debtor-in-possession
   together with the subsidiary-debtors in this jointly-
   administered case.

b. Guarantors: All debtors-in-possession in these Chapter 11
   cases, other than the Borrower.

c. Lender: Hayman or one of its affiliates.

d. Term Loan Facility: The Wind Down Lender will lend up to
   $14,250,000 in the form of two term loans as follows: (i) a
   term loan of up to $5,750,000 (the "Tranche A Loan") in a
   single draw upon satisfaction of the conditions precedent to
   the Tranche A Loan and (ii) a term loan of up to $8,500,000 ]
   (the "Tranche B Loan") in a single draw upon satisfaction of
   the conditions precedent to the Tranche B Loan.

e. Maturity: The Loans will mature upon the earlier of
   (i) Jan. 31, 2012 and (ii) the second Business Day after the
   effective date of a confirmed plan of reorganization or
   liquidation.

f. Interest Rate: The Loans will bear interest at 13% per annum
   unless an Event of Default will have occurred, in which case
   the Loans will bear interest at 15% per annum.

g. Interest Payments/PIK: Accrued interest on the Loans will be
   payable in arrears on the last day of each calendar month and
   on the Maturity Date and, if not paid in cash, then to the ]
   extent not so paid, will be payable in kind by adding such
   accrued interest not paid in cash to the unpaid principal
   balance of the Loans.

h. Use of Proceeds: Proceeds of the Loans may only be used for (I)
   (A) the orderly wind down of the Borrower's bankruptcy estate,
   including all costs, fees, expenses (including, without
   limitation, legal fees and expenses) payable to the Wind Down
   Lender and (B) the administration of claims and distributions
   to creditors and interest holders in accordance with a budget
   acceptable to the Lender (together with any and all updates,
   supplements and/or modifications to such budget that have been
   approved in advance by the Bankruptcy Court and the Lender,
   collectively, the "Wind Down Budget") and (ii) the Carve-Out.

k. Payment at Maturity: The Borrower will repay the Loans no later
   than the Maturity Date, which will be the earlier of: (i)
   Jan. 31, 2012 and (ii) the second Business Day after the
   effective date of the Reorganization Plan.

   At such time as the Loans shall become due and payable, whether
   on the Maturity Date or, if earlier, upon acceleration, the
   Balance Due will be payable by the transfer to the Wind Down
   DIP Lender, free and clear of all Liens, of a number of
   shares of common stock, par value $0.01 per share, of Hercules
   then owned by the Loan Parties and maintained pursuant to the
   Escrow Agreement as in effect on the date hereof having an
   aggregate value, when determined in accordance with the
   provisions of Section 3.02 of the Wind Down DIP Loan Agreement,
   equal to the Balance Due.

   If the Borrower is unable to pay or satisfy in full the Balance
   Due because either (i) the Subject Hercules Common Stock does
   not constitute Released Hercules Stock or, (ii) after applying
   all Released Hercules Stock in accordance with Section 3.01(b)
   and Section 3.02, a Balance Due remains, such Balance Due will
   be payable in full in dollars when due.

A copy of the Debtor-in-Possession Loan, Security and Guaranty
Agreement is available for free at:

   http://bankrupt.com/misc/seahawk,winddownfacilitymotion.pdf

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Johnathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at ordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SEP RIVERPARK: Plan Outline Hearing Continued Until June 1
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma Has
continued until June 1, 2011, at 9:30 a.m., the hearing to
consider adequacy of the disclosure statement explaining SEP
Riverpark Plaza, L.L.C.'s Plan of Reorganization.

As reported by the Troubled Company Reporter on March 11, 2011,
the Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement.  The Plan is aimed at
immediately placing the Debtor's property on the market through
Price Edwards Company, actively seeking a purchase contract for
the fair market value of the project, paying all creditors in full
with interest, and allowing the equity security holder to receive
any remaining funds left from the sale proceeds.  All classes of
claims and interests are impaired under the Plan, except Class 3 -
- tenant security deposit claims characterized as being entitled
to priority.  A copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/SEP_RIVERPARK_ds.pdf

                        About SEP Riverpark

Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka
Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Okla. Case No. 0-16832) on Nov. 11, 2010.
According to its schedules, the Debtor disclosed 19,165,623 in
total assets and $12,026,685 in total debts.  On Jan. 13, 2011,
Judge Sarah A. Hall authorized the Debtor's employment of Hiersche
Law Firm as its bankruptcy counsel.


SHARMA HOLDING: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sharma Holding Company, LLC
        P.O. Box 2666
        Sausalito, CA 94966

Bankruptcy Case No.: 11-11950

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  LAW OFFICES OF DAVID N. CHANDLER
                  1747 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331
                  E-mail: DChandler1747@yahoo.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-11950.pdf

The petition was signed by Fred Usher, managing member.


SHERIDAN GROUP: Incurs $2.36-Mil. First Quarter Net Loss
--------------------------------------------------------
The Sheridan Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.36 million on $68.18 million of net sales for the
three months ended March 31, 2011, compared with net income of
$1.54 million on $68.29 million of net sales for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed $235.12
million in total assets, $199.38 million in total liabilities and
$35.74 million in total stockholders' equity.

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

                        http://is.gd/k5ONSA

                     About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Sheridan Group, Inc., reported a net loss of $5.9 million on
$266.2 million of sales for 2010, compared with net income of $8.2
million on $293.9 million of sales for 2009.

PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed
substantial doubt about The Sheridan Group, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has a significant amount of current debt maturing
within the next twelve months and will need to raise additional
capital in order to settle these obligations.


SHREE-GURU INVESTMENTS: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Shree-Guru Investments, Inc.
        1716 Jefferson Street
        Jefferson City, MO 65109

Bankruptcy Case No.: 11-20962

Chapter 11 Petition Date: May 27, 2011

Court: U.S. Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN
                  605 W. 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: jmargolies@mcdowellrice.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mowb11-20962.pdf

The petition was signed by George Pate, president.


SHOPS AT PRESTONWOOD: Taps Franklin Skierski as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
authorized The Shops at Prestonwood, LP, to employ Franklin
Skierski Lovall Hayward, LLP as general bankruptcy counsel.

FSLH is representing the Debtor in the Bankruptcy proceedings.

FSLH is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

FSLH can be reached at:

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

                   About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $18,200,000 in
assets and $14,151,239 in liabilities as of the Chapter 11 filing.


SHOPS AT PRESTONWOOD: Wants to Sell 6 Residential Lots to Insider
-----------------------------------------------------------------
The Shops at Prestonwood, LP, asks the U.S. Bankruptcy Court for
the Northern District of Texas for authorization to:

   -- sell six single family residential lots to insider
      Prestonwood Custom Homes, L.P., for $65,000 per lot, or a
      total price of $390,000;

   -- pay claims of any taxing authorities attributable to the
      subject lots and, amounts owed to property tax solutions
      attributable to the subject lots from the sales proceeds at
      closing.

The Debtor relates that PWCH is an insider of the Debtor and is
owned in part by Michael Holigan, one of the Debtor's officers.
Additionally, Brady Giddens, an officer of the Debtor's managing
general partner, is also an officer of PWCH.

The sale will not be subject to bigger and better offers and will
be free and clear of all liens, interests, and encumbrances.

The Court will consider the Debtor's request to sell assets at
hearing on June 7,2011 at 9:00 a.m.

The Debtor is represented by:

         Melissa S. Hayward, Esq.
         FRANKLIN SKIERSKI LOVALL HAYWARD LLP
         10501 N. Central Expy, Ste. 106
         Dallas, TX 75231
         Tel: (972) 755-7100
         Fax: (972) 755-7114
         E-mail: MHayward@FSLHlaw.com

                   About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $18,200,000 in
assets and $14,151,239 in liabilities as of the Chapter 11 filing.

No creditors' committee, trustee nor examiner has been appointed
in the case.


SIMMONS FOODS: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Siloam Springs, Ark.-based Simmons Foods Inc. to 'B-'
from 'B'. "At the same time we lowered our issue-level rating on
the company's $265 million second-lien notes maturing 2017 to
'CCC+' from 'B-', with an unchanged recovery rating of '5',
indicating our expectation for modest (10%-30%) recovery in the
event of a payment default. We placed all ratings on CreditWatch
with developing implications," S&P said.

"The downgrade and CreditWatch placement reflect the risk of
Simmons Foods operating under a forbearance agreement, and the
uncertainty about its maintaining an adequate liquidity profile
prior to obtaining a timely amendment," said Standard & Poor's
credit analyst Christopher Johnson. "Although the company was in
compliance with its financial covenants for the first quarter of
2011 (ended March 31) and is actively seeking an amendment, we are
uncertain about the company's ability to obtain a timely amendment
given that we believe the company would have breached its leverage
covenant for the period ending April 30, 2011, had it not obtained
a forbearance agreement."

"The CreditWatch developing placement means that Standard & Poor's
could either lower or raise the ratings once we have resolved the
CreditWatch," S&P said.

"We will closely monitor Simmons Foods' progress in obtaining an
amendment to its bank facility credit agreement, and will assess
the amount of future covenant headroom as well as the outlook for
the company's underperforming poultry operations prior to
resolving our CreditWatch," said Mr. Johnson. "We could raise the
ratings back to 'B' if the company obtains an amendment with
adequate cushion to withstand a continued downturn in its poultry
segment. Alternatively, we would further lower the ratings if the
company is not able to obtain an amendment and consequently
defaults on its debt obligations."


SMART ONLINE: Incurs $987,798 Net Loss in First Quarter
-------------------------------------------------------
Smart Online, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $987,798 on $138,738 of total revenues for the three months
ended March 31, 2011, compared with a net loss of $916,925 on
$363,900 of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $744,575 in
total assets, $21.01 million in total liabilities and a $20.27
million total stockholders' deficit.

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

                        http://is.gd/XTgtX5

                         About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SOURCE INTERLINK: Acquires Mind Over Eye
----------------------------------------
Stefani Botelho at Folio Mag reports that Source Interlink Media
has acquired Mind Over Eye, a digital marketing and visual effects
studio in Santa Monica, California.  The company will now market
itself as a full-service creative agency as the company pulls
together its existing resources under one umbrella.

Source Interlink is a U.S. distributor of home entertainment
products and services and one of the largest publishers of
magazines and online content for enthusiast audiences.

Source Interlink and 17 affiliates filed for bankruptcy (Bankr. D.
Del. Case No. 09-11424) on April 27, 2009.  Attorneys at Kirkland
& Ellis LLP and Pachulski Stang Ziehl Young Jones served as
bankruptcy counsel.  SIM emerged from bankruptcy in 2009.


SPARTAN HOLDING: Case Transferred W.D.N.C. Bankruptcy Court
-----------------------------------------------------------
Bankruptcy Judge Randy D. Doub transfers the venue of Spartan
Holding Company, Inc.'s Chapter 11 case to the Western District of
North Carolina at the behest of the Bankruptcy Administrator.  The
judge said the interest of the estate will best be served by
transferring the case.

Spartan Holding Company, Inc., filed a Chapter 11 petition (Bankr.
E.D.N.C. Case No. 11-02355) on March 28, 2011.  The Bankruptcy
Administrator contends, that venue in the Eastern District of
North Carolina is improper and that the petition should have been
filed in the Western District of North Carolina.  The Bankruptcy
Administrator sought either dismissal or transfer of venue.

Law Office of Jack B. Styles serves as the Debtor's counsel.  In
its petition, the Debtor scheduled assets of $734,400 and debts of
$1,366,225.  The petition was signed by Ralph Ledford, its
president.

A copy of Judge Doub's May 24, 2011 Order is available at
http://is.gd/5LXYQTfrom Leagle.com.


SRKO FAMILY: Can Hire Littleton & Project One as REIT Consultants
-----------------------------------------------------------------
The SRKO Family Limited won permission from the U.S. Bankruptcy
Court for the District of Colorado to employ Littleton Capital
Partners and Project One Integrated Services as real estate
development consultants.

Littleton Capital will undertake a 60-day study on the status
of Colorado Crossing and the requirements for proceeding to
development while Project One will coordinate the task to be
undertaken by it with Littleton Capital and do a construction
inspection and assessment of costs to complete the development.

Colorado Crossing, the Debtor's primary asset, is a 154 acre mixed
use development located on the north end of Colorado Springs.

The Debtor will pay Littleton Capital Partners $20,000 per month
for the initial two month engagement.  The Debtor will also pay
Project One $18,450 per month for the initial two month
engagement.

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.


STONERIDGE INC: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Warren, Ohio-based auto supplier Stoneridge Inc. to 'BB-
' from 'B+'. The outlook is stable.

"At the same time, we raised our issue-level ratings on the
company's senior secured notes to 'BB-' from 'B+'. The recovery
ratings on the debt remain unchanged," S&P stated.

"The upgrade reflects our opinion that Stoneridge's credit profile
has risen to levels consistent with the 'BB-' rating and that the
company can sustain the improvement," said Standard & Poor's
credit analyst Lawrence Orlowski. "Given the improving credit
measures, we view Stoneridge's financial risk profile as
significant. For instance, at the end of 2010, the company's
adjusted debt to EBITDA was 4.0x and we expect leverage to be
comfortably below 3.0x by the end of 2011 because of strong growth
and expanding margins in 2011. It was 3.6x at March 31, 2011."


STUDIO ONE: Posts $1.9 Million Net Loss in Q3 Ended March 31
------------------------------------------------------------
Studio One Media, Inc.'s filed its quarterly report on Form 10-Q,
reporting a net loss of $1.9 million on $135,130 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$1.4 million on $65,713 of revenues for the three months ended
March 31, 2010.

Total revenues for the nine months ended March 31, 2011, increased
to $369,440 from $132,084 or 180% over the comparable nine month
period in 2010.  Net loss was $4.9 million for the nine-months
ended March 31, 2011, compared with a net loss of $4.1 million for
the nine-months ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $3.1 million
in total assets, $1.9 million in total liabilities, and
stockholders' equity of $1.2 million.

SingerLewak LLP, in Los Angeles, expressed substantial doubt about
the Studio One Media'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
historically suffered recurring losses from operations, has a
substantial accumulated deficit and has limited revenues.

A copy of the Form 10-Q is available at http://is.gd/2psXNW

Studio One Media, Inc. (OTC BB: SOMD) is a diversified media and
technology company based in Scottsdale, Arizona.  The Company's
subsidiaries and divisions include MyStudio, Inc., AfterMaster HD
Audio Labs, Inc., MyStudio Music and MyStudio Management.

Over the last seven years, Studio One and its wholly-owned
subsidiary, MyStudio, Inc., have been engaged in the research and
development of proprietary, leading-edge audio and video
technologies for professional and consumer use.


SUFFOLK REGIONAL OTB: Proposes Paying Admin. Creditors in Full
--------------------------------------------------------------
American Bankruptcy Institute reports that under the terms of
Suffolk Regional Off-Track Betting Corp.'s adjusted chapter 9
reorganization plan, all administrative expenses and claims would
be paid in full in cash on the effective date of the plan.

                     About the Company

Hauppauge, New York-based Suffolk Regional Off-Track Betting
Corporation, aka Suffolk OTB, filed for Chapter 9 bankruptcy
protection (Bankr. E.D. N.Y. Case No. 11-42250) on March 18, 2011.
Christopher F. Graham, Esq., at McKenna Long & Aldridge LLP,
serves as the Debtor's bankruptcy counsel. The Garden City Group
is the notice, claims, and solicitation agent, nunc pro tunc to
the Petition Date.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Suffolk OTB said in its bankruptcy petition that it qualified
under Chapter 9 and that its board of directors authorized its
officers to seek the necessary legislative authorization.


SUN VALLEY: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sun Valley Estates, LLC
        dba Reflection Lake RV Park & Campground
        11580 Petenwell Road
        San Diego, CA 92131

Bankruptcy Case No.: 11-08607

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha. Esq.
                  SMAHA LAW GROUP, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

Scheduled Assets: $5,606,783

Scheduled Debts: $4,468,480

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-08607.pdf

The petition was signed by John Grant, co-trustee.


SUPERIOR ACQUISITIONS: Plan Confirmation Date Extended to July 20
-----------------------------------------------------------------
Superior Acquisitions, Inc. and the U.S. Trustee for Region 16
jointly sought and obtained approval from the U.S. Bankruptcy
Court for the Northern District of California of a stipulation
extending the deadline for the Debtor to confirm his Chapter 11
Plan to July 20, 2011.

                 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.


SW GEORGIA ETHANOL: Plan Filing Exclusivity Extended Until July 1
-----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Southwest Georgia Ethanol LLC obtained an extension of the
company's exclusive right to propose a Chapter 11 plan until
July 1, one month less than the company wanted.  The Debtor said
it has made progress in negotiating with the Company's lenders and
creditors.

               About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Since 2008, at least 11 ethanol-related companies have sought
court protection, including VeraSun Energy Corp., once the second-
largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and
White Energy Holding Co.


SW OWNERSHIP: Financing Denied, Wants Case Converted to Chapter 7
-----------------------------------------------------------------
SW Ownership LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas, to convert it Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.

The Debtor explains that it has no access to other funds for its
rehabilitation.

The Debtor relates that on May 6, 2011, the Court determined to
deny the Debtor to obtain financing and granted the lift stay in
favor of International Bank of Commerce, the Debtor's prepetition
senior secured lender.

As a result of the rulings, IBC will foreclose upon the estate's
sole tangible assets (with the exception of nominal cash in the
Debtor's accounts and estate claims) and the Debtor's sole means
of generating revenues or cash flow.

                        About SW Ownership

SW Ownership LLC is a single member limited liability company
owned by SW Ownership Holdings LLC.  The Debtor owns the project
commonly known as "Skywater Over Horseshoe Bay" that is currently
being developed in Llano and Burnet counties and is comprised of a
roughly 1,600-acre residential community project with an 18-hole,
Jack Nicklaus-designed, Signature Golf Course.  SW Ownership LLC
does not currently maintain operations (save for Project
development) and has no employees.  Skywater Management LLC is the
pre-petition and current manager of the Project for SWO.

SW Ownership LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex.
Case No. 11-10485) on Feb. 28, 2011, represented by lawyers at
Munsch Hardt Kopf & Harr, P.C.  The Debtor disclosed $76,983,491
in assets and $37,793,270 in liabilities as of the Chapter 11
filing.

The Debtor tapped Richard Ellis, Inc., as its appraiser, valuation
consultant and experts.


SYRACUSE LITHOGRAPHING: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Syracuse Lithographing Company
          dba Syracuse Litho
        163 Solar Street
        Syracuse, NY 13204

Bankruptcy Case No.: 11-31211

Chapter 11 Petition Date: May 25, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: Stewart L. Weisman, Esq.
                  LAW OFFICE OF STEWART L. WEISMAN
                  Box 598, Shadow Rock
                  Manlius, NY 13104-0598
                  Tel: (315) 682-0652
                  Fax: (315) 682-0734
                  E-mail: sweisman@twcny.rr.com

Scheduled Assets: $739,733

Scheduled Debts: $1,006,651

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nynb11-31211.pdf

The petition was signed by Darryl J. Grandy, sole
owner/president/director.


T3 MOTION: Restates Debenture Agreement with Vision Opportunity
---------------------------------------------------------------
T3 Motion, Inc., on May 9, 2011, entered into a Restated Debenture
Amendment and Conversion Agreement with Vision Opportunity Master
Fund, Ltd., that restated an earlier agreement originally dated as
of March 31, 2011.

Under the Agreement, the parties restated the Debenture Agreement
to provide that the deletion of the current conversion provisions
of the Debenture would not take effect until the closing of the
offering.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 million
in total assets, $19.25 million in total liabilities, and a
$15.67 million stockholders' deficit.

As reported by the TCR on April 6, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has used substantial amounts of working capital in its
operations since inception, and at Dec. 31, 2010, has a working
capital deficit of $15,057,791 and an accumulated deficit of
$45,120,210.


TASTY BAKING: Common Stock Delisted from  NASDAQ
------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Tasty Banking Co.'s common stock from the
Exchange.

                     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.


TAYLOR CAPITAL GROUP: Fitch Affirms Long-Term IDR at 'B-'
--------------------------------------------------------
Fitch Ratings has affirmed the 'B-' long-term Issuer Default
Ratings (IDR) of Taylor Capital Group Inc. (TAYC) and 'B' long-
term IDR of Cole Taylor Bank. The Rating Outlook for TAYC and Cole
Taylor Bank is revised to Negative from Stable.

Supporting the revision of the Rating Outlook to Negative from
Stable, TAYC reported a continued high and increasing level of
problem assets. Non-performing assets (NPAs), including accruing
troubled debt restructurings (TDRs), have increased to 8.01% of
loans and foreclosed real estate at March 31, 2011, up from 5.65%
a year ago. Further, although TAYC reported a modest profit
(before preferred dividends) in the first quarter of 2011 (1Q'11),
earnings remain weak and volatile, impacted by fluctuating levels
of securities gains and credit costs. TAYC's ratings at their
current levels were affirmed based on strengthened regulatory
capital levels, and a good liquidity profile.

TAYC is still struggling with elevated levels of NPAs, driven by
the weak real estate market in the Chicago area. TAYC's loan
portfolio includes a high percentage of commercial real estate
(CRE) loans (including C&LD) at 46% of loans and approximately
562% of stockholder's equity at March 31, 2011. This deteriorating
trend is counter to industry trends in which many banking
institutions are reporting improving credit metrics over the past
several quarters. TAYC also has a book of bank holding and bank
loans, which totaled $86 million at March 31, 2011, some of which
is nonperforming. Fitch expects that high credit costs will impede
a consistent return to core profitability over the near term for
TAYC.

TAYC reported basically break-even profitability (before preferred
dividends) in 1Q'11, supported by much lower provision expenses
during the quarter. TAYC's earnings are still primarily spread
income driven, but becoming increasingly diversified with TAYC's
entry into asset-based and mortgage lending.

The holding company's ratings are notched below those of the bank
suggesting greater levels of stress at the parent than bank.
Although the holding company has adequate levels of cash on hand
to service existing debt obligations, given the operating losses
at the bank level over the past several years, there is no
upstream bank dividend capacity. Further, TAYC still has the $105
million Troubled Asset Relief Program (TARP) preferred stock still
outstanding, which will reset to more onerous 9% dividends in
2013.

Providing support to the affirmation of TAYC's ratings at their
current levels, TAYC's regulatory capital ratios have been
augmented through continued capital contributions from a committed
group of management and investors. Most recently, TAYC raised $25
million in preferred stock in 1Q'11 that has since converted to
common equity. Despite $325 million in capital raised over the
past several years, mostly in the form of preferred stock
investments, the ratio of tangible common equity to tangible
assets remains low at 2.12% as of March 31, 2011. In the meantime,
TAYC's regulatory capital ratios are appropriate for its rating
category.

TAYC's Rating Outlook could be positively affected through a
moderation in credit trends, improving financial performance, and
building capital ratios. Conversely, TAYC's long-term IDR could be
negatively affected if the company needs to raise a significant
amount of further capital given a deterioration in asset quality.

Fitch would likely downgrade the IDRs and debt ratings of TAYC and
affiliates if asset quality continues to deteriorate and causes
further pressure on capital. On the other hand, a sustained return
to profitability combined with progress in lowering problem asset
levels could cause Fitch to revise the Outlook to Stable.

Fitch has affirmed these ratings:

Taylor Capital Group, Inc.

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

   -- Individual at 'D/E';

   -- Preferred stock at 'CC/RR6'.

   -- Short-term IDR at 'B'.

   -- Support rating at '5';

   -- Support floor at 'NF'.

Cole Taylor Bank

   -- Long-term IDR at 'B';

   -- Short-term at 'B';

   -- Individual at 'D';

   -- Long-term deposits at 'B+/RR3';

   -- Short-term deposits at 'B';

   -- Support rating at '5';

   -- Support floor at 'NF'.

TAYC Capital Trust I

   -- Preferred stock at 'CC/RR6'.


TELVUE CORPORATION: Incurs $797,600 Net Loss in March 31 Quarter
----------------------------------------------------------------
TelVue Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $797,606 on $1.1 million of revenues for
the three months ended March 31, 2011, compared with a net loss of
$874,328 on $887,572 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $1.5 million
in total assets, $24.4 million in total liabilities, and a
stockholders' deficit of $22.9 million.

ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial
doubt about TelVue's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a net accumulated deficit.

A copy of the Form 10-Q is available at http://is.gd/XS8r0O

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.


TEMPLE-INLAND: Moody's Upgrades Senior Unsecured Debt From Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded Temple-Inland Inc's (Temple-
Inland) senior unsecured debt ratings to Baa3 from Ba1. In a
related rating action, Moody's withdrew the company's Ba1
corporate family rating. The upgrade recognizes Temple-Inland's
improved credit protection metrics through both debt reduction and
strong financial performance. Temple-Inland has been able to
restore most of its credit protection metrics to levels that
existed prior to the implementation of the company's
transformation plan in 2007. Moody's estimates that Temple
Inland's leverage (adjusted debt to EBITDA) will be in the 2-2.5x
range during the following 12 to 18 months. The rating outlook is
stable.

RATINGS RATIONALE

Temple-Inland's Baa3 senior unsecured rating primarily reflects
the company's low cost integrated operations, strong operating
cash flow and key credit protection measures. Temple-Inland is one
of the most forward-integrated producers of corrugated packaging
in North America, with approximately 95% of the company's
containerboard converted in the company's own box plants. The
rating also reflects Temple-Inland's good liquidity position and
through the cycle derives some support from the diversification
provided by the company's wood products business. Temple-Inland's
ratings are constrained by the cyclicality of the packaging and
wood products industry and the pressures from high fiber, energy
and chemical costs. The Baa3 rating anticipates that the company
will maintain conservative financial policies and will not
pressure its balance sheet or liquidity position with excessive
dividend payouts, share buy backs or acquisitions.

The company has good liquidity which includes unused borrowing
capacity of about $670 million on committed credit facilities
(that mature beyond one-year) totaling $935 million (as of Q1-
2011). This consists of a $600 million revolving credit facility
that matures in June 2014 and a $250 million accounts receivable
securitization program and $85 million of other committed credit
agreements that all mature by 2013. In addition, the company has
about $24 million of cash on hand, Moody's estimated free cash
flow generation of approximately $90 million and about $25 million
in debt maturities during 2011. Covenant issues are not expected
over the near term.

The stable rating outlook reflects Moody's belief that Temple-
Inland will consistently generate strong cash flow as a result of
its integrated low cost operations and that the company may be
able to further improve its current credit protection measures as
it completes its box plant transformation projects and conditions
in the housing market return to normalized levels.

An upgrade to Baa2 would be dependent on the ability to maintain a
good liquidity position and sustain normalized RCF/TD above 25%,
(RCF-CapEx)/TD above 16% and total debt to EBITDA below 2.5x. The
ratings or outlook could be pressured if demand or prices fall
materially causing deterioration in the company's liquidity
profile or should Moody's expectations of normalized RCF/Debt drop
below 20%, (RCF-Capex)/Debt below 12%, or if total debt to EBITDA
exceeds 3x.

Upgrades:

   Issuer: Angelina & Neches River Authority, TX

   -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1

   Issuer: Floyd County Development Authority, GA

   -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1

   Issuer: Maysville (City of) KY

   -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1

   Issuer: McDuffie County Development Authority, GA

   -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1

   Issuer: Temple-Inland Inc.

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
      from Ba1

Outlook Actions:

   Issuer: Temple-Inland Inc.

   -- Outlook, Changed To Stable From Positive

Withdrawals:

   Issuer: Angelina & Neches River Authority, TX

   -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
      LGD4, 63%

   Issuer: Floyd County Development Authority, GA

   -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
      LGD4, 63%

   Issuer: Maysville (City of) KY

   -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
      LGD4, 63%

   Issuer: McDuffie County Development Authority, GA

   -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
      LGD4, 63%

   Issuer: Temple-Inland Inc.

   -- Probability of Default Rating, Withdrawn, previously rated
      Ba1

   -- Corporate Family Rating, Withdrawn, previously rated Ba1

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
      previously rated LGD4, 63%

The principal methodology used in rating Temple Inland was the
Global Paper and Forest Products Industry Methodology, published
September 2009.

Headquartered in Austin, Texas, Temple-Inland, is an integrated
corrugated packaging and building products company.


TIMOTHY BLIXSETH: Involuntary Petition Dismissed for Wrong Venue
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Timothy Blixseth persuaded the bankruptcy judge in
Las Vegas to dismiss the involuntary Chapter 7 petition filed
against him in early April by three states, Mr. Blixseth said in a
statement.  The bankruptcy judge didn't reach the issue of whether
Blixseth is bankrupt.  Instead, U.S. Bankruptcy Judge Bruce A.
Markell ruled that the involuntary petition shouldn't have been
filed in Nevada because Mr. Blixseth neither lived nor worked
there, Mr. Blixseth said.  Although the petition was dismissed,
Judge Markell is allowing the state of Montana to refile the
petition in a proper location.

Montana originally filed the involuntary petition along with the
states of California and Utah.  Mr. Blixseth paid off California
and Utah at a 15 percent discount, and the two states withdrew
their participation in the petition.  Together, the two states
were paid about $1.9 million.

Mr. Rochelle says Judge Markell scheduled a hearing in September
to decide whether it's appropriate to impose sanctions on Montana
for having the petition dismissed.  Montana alleged Mr. Blixseth
owed an undisputed $219,000 in taxes.  Mr. Blixseth opposed
Montana's right to file the petition, saying the tax debt to the
state is disputed.

Mr. Rochelle relates that the judge himself initially raised the
question about whether the involuntary petition was filed in the
correct state.  Shortly after the petition was filed, he directed
the parties to explain why the case shouldn't be dismissed or
transferred to another state where Mr. Blixseth lives or has
property.  Montana contended that Nevada was correct because the
company that owns most of Mr. Blixseth's assets was formed under
Nevada law, even though it had no property or offices in Nevada.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


TN-K ENERGY: Reports $596,800 Net Income in First Quarter
---------------------------------------------------------
TN-K Energy Group, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $596,814 on $380,782 of revenues for the
three months ended March 31, 2011, compared with net income of
$223,550 on $220,936 of revenues for the same period last year.

Included in total other income during the first quarter 2011 and
the first quarter 2010 are non-cash gains on derivatives of
$604,774 and $286,878, respectively.

The Company's balance sheet at March 31, 2011, showed
$3.28 million in total assets, $9.45 million in total liabilities,
and a   stockholders' deficit of $6.17 million.

As reported in the TCR on April 26, 2011, Sherb & Co., LLP, in New
York City, expressed substantial doubt about TN-K Energy's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring operating losses and will have to obtain
additional financing to sustain operations.

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

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.


TOUSA INC: Wants to Use Lenders' Cash Collateral Beyond June 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on May 25, 2011 at 9:30 a.m., to consider
the request of TOUSA, Inc., and its debtor-affiliates, to access
the cash collateral of their prepetition lenders after June 1,
2011.

On April 13, the Court authorized the Debtors, in an eighth final
order, to use the lenders' cash until May 31.

Citicorp North America, Inc., and Wells Fargo Bank, N.A., as first
and second lien administrative agents to the prepetition lenders,
consented to the Debtors use of the cash collateral.  The Debtors
would use the cash collateral to complete the implementation of
their wind-down business plan and continue to fund the
administrative expenses of the Chapter 11 cases.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens, adequate protection and super priority
administrative expense.

The Debtors related that they have not finalized the terms of the
cash collateral because they are still in discussions with the
prepetition lenders and the Creditors' Committee regarding the
continued use of cash collateral.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul
M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven
Singerman, Esq., at Berger Singerman, to represent them in
their restructuring efforts.  Lazard Freres & Co. LLC is the
Debtors' investment banker.  Ernst & Young LLP is the Debtors'
independent auditor and tax services provider.  Kurtzman Cars
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, represent the
creditors committee.


TOUSA TEXAS: Sells 71 Acres of Land to Michael Rose for $500,000
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized TOUSA Texas, L.P., as debtor-affiliate of TOUSA, Inc.,
to sell approximately 71 acres of land situated in Harris County,
Texas to Michael Rose for $500,000.

The property is comprised of 395 unfinished single family lots.

The Debtor related that the borrowing base value attributed to the
property ($798,450) exceeds the cash purchase price.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul
M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven
Singerman, Esq., at Berger Singerman, to represent them in
their restructuring efforts.  Lazard Freres & Co. LLC is the
Debtors' investment banker.  Ernst & Young LLP is the Debtors'
independent auditor and tax services provider.  Kurtzman Cars
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, represent the
creditors committee.


TRAILER BRIDGE: Incurs $10.39 Million Net Loss in First Quarter
---------------------------------------------------------------
Trailer Bridge, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $10.39 million on $24.81 million of operating revenues for the
three months ended March 31, 2011, compared with a net loss of
$307,569 on $28.84 million of operating revenues for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$109.11 million in total assets, $119.59 million in total
liabilities, and a $10.48 million total stockholders' deficit.

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

                        http://is.gd/bbGCJ0

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.


TRIAD GUARANTY: Confirms 2011 Performance Goals
-----------------------------------------------
The Compensation Committee of the Board of Directors of Triad
Guaranty Inc. confirmed the corporate and individual performance
goals that will be used to assess each named executive officer's
eligibility for an annual performance-based cash incentive award
for the year ending Dec. 31, 2011.  The performance-based cash
incentive award is designed to recognize the accomplishment of key
corporate and individual performance goals.  Targeted cash
incentive awards have been established and are based on the value
of the contributions of the named executive officer's position.
Using the relative weightings of goals as a benchmark, the
weighting for each named executive officer was determined based on
their individual responsibility towards the attainment of the
respective corporate goal.  At the conclusion of the year, the
performance versus the goals will be assessed.  The performance
against each goal, and the weighting of the goal for each
individual, will determine the percentage of the incentive
compensation target that is earned.  However, the Committee
retains the right to award an amount greater than the target to
any specific individual if that individual's performance merits
such action.

For the year ending Dec. 31, 2011, the Committee has approved the
following corporate performance goals:  (i) manage the Company's
run-off in a manner that maintains positive relations with, and
the support of, the Illinois Department of Insurance and key
policyholders; (ii) pursue opportunities to settle or commute
large blocks of risk where the settlement improves the outcome of
the run-off plan; (iii) efficiently and effectively administer the
Company's master policies to assure timely payment of all valid
claims; (iv) reduce expenses while maintaining efficient and
effective operations; (v) maintain a talented and motivated staff
to successfully manage the run-off plan; and (vi) analyze and
develop a plan to maximize the value of existing assets and
infrastructure.

For each of the named executive officers, the following corporate
goals were deemed to be the most important in their individual
assessments:

     Kenneth W. Jones (President, Chief Executive Officer and
     Principal Financial Officer) - In addition to the overall
     executive leadership responsibilities associated with
     accomplishing the Company's corporate goals, the Committee
     deemed these three goals as the most important (in order of
     weighting) for Mr. Jones: (i) analyze and develop a plan to
     maximize the value of existing assets and infrastructure;
    (ii) manage the Company's run-off in a manner that maintains
     positive relations with, and the support of, the Department
     and key policyholders; and (iii) pursue opportunities to
     settle or commute large blocks of risk where the settlement
     improves the outcome of the run-off plan.

     Earl F. Wall (Senior Vice President, Secretary and General
     Counsel) - The Committee deemed these three goals as the most
     important (in order of weighting) for Mr. Wall: (i) pursue
     opportunities to settle or commute large blocks of risk where
     the settlement improves the outcome of the run-off plan; (ii)
     efficiently and effectively administer the Company's master
     policies to assure timely payment of all valid claims; and
    (iii) manage the Company's run-off in a manner that maintains
     positive relations with, and the support of, the Department
     and key policyholders.

     Shirley A. Gaddy (Senior Vice President, Operations) - The
     Committee deemed these three goals as the most important (in
     order of weighting) for Ms. Gaddy: (i) efficiently and
     effectively administer the Company's master policies to
     assure timely payment of all valid claims; (ii) reduce
     expenses while maintaining efficient and effective
     operations; and (iii) maintain a talented and motivated staff
     to successfully manage the run-off plan.

For each of our named executive officers, a minimum bonus
opportunity is available as a "retention guarantee" during 2011 -
in other words, the minimum annual cash incentive award set forth
below is automatically earned by each named executive officer who
remains in a key position for the Company's ongoing operations at
Dec. 31, 2011 or who is involuntarily terminated without cause
during 2011.  The 2011 minimum annual cash incentive award and
targeted annual cash incentive award for each of our named
executive officers is set forth below:

     Mr. Jones:  Minimum of $95,000 and target of $190,000.
      Mr. Wall:  Minimum of $62,500 and target of $125,000.
     Ms. Gaddy:  Minimum of $50,000 and target of $100,000.

As part of the Company's retention efforts, each of the named
executive officers, if he or she is actively working for and in
good standing with the Company, is entitled to receive 5% of his
or her annual base salary in July 2011 as an advance payment on
the minimum annual cash incentive award noted above.

                    Grant of Restricted Stock

Pursuant to the Company's 2006 Long-Term Stock Incentive Plan, the
Board approved a grant of 30,000 shares of restricted stock to Mr.
Jones on May 18, 2011, that was valued at $0.23 per share, based
upon the closing price of the Company's common stock as quoted on
the OTC Bulletin Board(R) at the close of business on May 18,
2011.  These shares of restricted stock will vest on May 17, 2012.
In connection with the grant of restricted stock, Mr. Jones'
targeted annual cash incentive award for 2011 was reduced from
$200,000 to $190,000.

The Company's Annual Meeting of Stockholders was held on May 19,
2011.  Shares entitled to vote at the Annual Meeting totaled
15,258,128, of which 12,516,840 shares were represented.

These five directors were elected at the Annual Meeting:

   (1) H. Lee Durham, Jr.
   (2) Deane W. Hall
   (3) Kenneth W. Jones
   (4) William T. Ratliff, III
   (5) David W. Whitehurst

Stockholders also voted to amend the Company's certificate of
incorporation to establish restrictions on the transfer of the
Company's common stock to avoid an "ownership change" under
Section 382 of the Internal Revenue Code of 1986, as amended, and
thereby help preserve certain tax benefits.

Stockholders also voted to approve the Triad Guaranty Inc. Tax
Benefits Preservation Plan, as adopted by the Board on Sept. 13,
2010.

Stockholders also voted to ratify the appointment of Ernst & Young
LLP as the Company's independent registered public accounting firm
for the year ending Dec. 31, 2011.

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

The Company's balance sheet at Dec. 31, 2010, showed $991.62
million in total assets, $1.57 billion in total liabilities and
$586.20 million in deficit in assets.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company is operating
the business in run-off under Corrective Orders with the Illinois
Department of Insurance and has reported a stockholders'
deficiency in assets at Dec. 31, 2010.


TRITON AVIATION: Fitch Affirms C Rating on Four Classes of Notes
----------------------------------------------------------------
Fitch Ratings has affirmed all classes in Triton Aviation Finance
(TAF):

   -- Class A-1 notes at 'Bsf', Outlook Stable;

   -- Class B-1, B-2, C-1, and C-2 notes at 'Csf/RR6'.

The affirmation of all notes in TAF reflects credit risk that is
consistent with their current ratings. The class A-1 notes pass
under Fitch's 'Bsf' scenario while the subordinate notes are not
expected to receive material cash flow.

The analysis of TAF is consistent with Fitch Rating's criteria
titled 'Global Rating Criteria for Aircraft Operating Lease ABS',
dated April 25, 2011, with these exceptions:

   -- While the criteria states that Fitch will assume all
      aircraft have a useful life of 25 years, this was adjusted
      to 30 years based on the characteristics of the current
      leases in place.

   -- All recessionary value decline assumptions except for the
      tier 1 aircraft in the 'Bsf' scenario were decreased by 5%
      from representative ranges in order to reflect the currently
      depressed values of aviation equipment and lease rates from
      the recent downturn.


TRUMP ENTERTAINMENT: Landry's Wins OK to Buy Trump Marina Casino
----------------------------------------------------------------
Carla Main at Bloomberg News reported that Landry's Inc., owner of
Nevada's Golden Nugget casinos, won regulatory approval to buy the
Trump Marina Hotel Casino, becoming Atlantic City's newest
investor.  The New Jersey Casino Control Commission approved an
interim license, clearing the way for Houston-based Landry's to
buy the money-losing casino for $38 million from Trump
Entertainment Resorts Inc.  Landry's, which owns restaurants
including the Bubba Gump Shrimp Co., will change the name to
Golden Nugget and spend about $100 million on the acquisition and
initial renovation, executives said.  The company is already
adding its restaurants and plans a new hotel tower, Chief
Executive Officer Tilman Fertitta told the commission in Atlantic
City.  The sale comes as Atlantic City struggles to reverse record
gambling declines.

                      About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on Feb. 17, 2009
(Bankr. D. N.J. Lead Case No. 09-13654).  The Company tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel.  Ernst &
Young LLP served as the Company's auditor and accountant and
Lazard Freres & Co. LLC was the financial advisor.  Garden City
Group was the claims agent.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels obtained the Court's confirmation
of its Chapter 11 plan on April 5, 2005, and in May 2005, it
exited from bankruptcy under the name Trump Entertainment Resorts
Inc.


UDI PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: UDI Properties, LLC
        41539 Kalmia Street
        Murrieta, CA 92562

Bankruptcy Case No.: 11-27126

Chapter 11 Petition Date: May 25, 2011

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

Judge: Catherine E. Bauer

Debtor's Counsel: Stuart J. Wald, Esq.
                  LAW OFFICES OF STUART J. WALD
                  36154 Coffee Tree Place
                  Murrieta, CA 92562
                  Tel: (310) 429-3354
                  E-mail: stuart.wald@gmail.com

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

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

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

The petition was signed by Abraham (Avi) Greenboim, managing
member.


UNITY HOUSE: Judge Approves Sale of Assets for $18.5 Million
------------------------------------------------------------
Unity House Inc. received approval from a Hawaii bankruptcy court
judge to sell its Lotus at Diamond Head Hotel to Nobuka USA Inc.
for $18.5 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the sale was approved without an auction. The owner said
there would have been no purpose in searching for a better
offer, only more expense.

The Pacific Business News reports that as part of the sale, Unity
House will purchase the fee interest on the parcel of land on
which the hotel is located and include it with the 51-room Lotus
at Diamond Head.  Unity House will buy the fee interest on the
land from Bank of Hawaii Trust Real Estate for $5.6 million.

Jim Boersema, Unity House's chairman, told PBN that the sale of
the hotel and land must be concluded by July 15, and that he
expects the Honolulu nonprofit will emerge from Chapter 11
bankruptcy after the sale is completed.

According to Bloomberg News, the property wasn't generating enough
to pay debt service on the mortgage that was $5.9 million when the
lender MK Pacific LLC was foreclosing earlier this year.  The
mortgage matured last year.  The hotel's revenue varied from
$160,000 to $221,000 a month.  Operating expenses ranged from
$62,000 to $71,000, according to a court filing.

                       About Unity House

Unity House Inc. owns The Lotus at Diamond Head in Hawaii.
United House is a social-welfare organization for benefit of
members of the Teamsters union.

In pursuing repayment of a $5.5 million loan, MK Pacific LLC filed
a foreclosure lawsuit against Unity House in February and a
receiver was appointed in the case in March.

Unity House filed a Chapter 11 petition (Bankr. D. Hawaii Case No.
11-01032) on April 13, 2011.  Donald L. Spafford, Jr., Esq., in
Honolulu, Hawaii, serves as counsel to the Debtor.  The Debtor
estimated assets and debts of $1 million to $10 million.


UNO RESTAURANT: Velina Exum Suit Not "Related To" Bankruptcy
------------------------------------------------------------
Bankruptcy Judge Paul Mannes held that a wrongful death and
survivorship action filed in the Circuit Court for Prince George's
County, Maryland, arising out of events occurring Feb. 3, 2008,
styled Velina Exum, as Personal Representative of the Estate of
Curtis Lee Poston, Deceased, et al. v Uno Restaurant Holdings
Corporation, et al., Case No. CAL 11-01261, is not "related to"
Uno's bankruptcy case.  The close nexus required to establish
"related to" jurisdiction is nonexistent.  A copy of the Court's
May 20, 2011 Memorandum of Decision is available at
http://is.gd/AfU36Dfrom Leagle.com.

                        About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- has 179 company-owned and franchised
full-service Uno Chicago Grill restaurants located in 28 states,
the District of Columbia, Puerto Rico, South Korea, the United
Arab Emirates, Honduras, Kuwait, and Saudi Arabia.  The company
also operates a fast casual concept called Uno Due Go(R), a quick
serve concept called Uno Express, and a consumer foods division
which supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 protection on
Jan. 20, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-10209).  The
Company estimated its assets and debts at $100 million to
$500 million as of the Petition Date.

Weil, Gotshal & Manges LLP assisted the Debtors in their
restructuring effort.  CRG Partners Group LLC served as the
restructuring advisor.  Kurtzman Carson Consultants LLC served as
noticing and claims agent.

As reported by the Troubled Company Reporter on July 27, 2010, Uno
Restaurant emerged from Chapter 11 pursuant to its plan of
reorganization, confirmed by the Bankruptcy Court on July 6.
Pursuant to the Plan, 100% of the Company's $142 million, 10%
Senior Secured Notes, due February 2011, was converted into
substantially all of the equity of the Company, thereby
eliminating $14.2 million in annual interest payments and reducing
total debt from $176.3 million to approximately $40 million.

In connection with the emergence from Chapter 11, the Company
arranged for $55 million of permanent, long-term exit financing
comprised of a $30 million revolving credit facility, due July
2015, provided by long-standing-lender Wells Fargo Capital
Finance, part of Wells Fargo & Company, and $25 million of new
notes, due February 2016, provided by a majority of the new equity
holders.  The Exit Facility allowed the Company to repay all
outstanding amounts under its former Debtor in Possession Credit
Facility, implement the provisions of the Plan, pay transaction
costs and provide significant liquidity going forward to fund
working capital needs and the Company's growth and investment
plans.


USA BABY: May Not to Pursue Speculative Claims, 7th Cir. Says
-------------------------------------------------------------
Creditors forced USA Baby, a closely held corporation, into
bankruptcy, and a trustee was appointed.  The trustee declined to
pursue unliquidated, speculative claims, a decision that was
opposed by no one except Scott Wallis, the company's president and
a 5% stockholder.  Mr. Wallis, acting on his own and not as an
officer of USA Baby, moved for permission to stand in for the
trustee to pursue those claims.  The bankruptcy court denied Mr.
Wallis's motion, and the district court upheld that decision.  Mr.
Wallis appealed.

The U.S. Court of Appeals for the Seventh Circuit affirmed the
lower court's decision in a May 25, 2011 Order.

"We cannot conclude from this record that [the trustee] failed to
exercise sound business judgment in his decision not to pursue the
claims Wallis envisions against the franchisees and others," the
Seventh Circuit held.  The panel consists of Circuit Judges
Richard A. Posner, John L. Coffey, and Joel M. Flaum.

The trustee, Barry Chatz, elected not to pursue the claims because
USA Baby did not have the money or a backer to finance collection
activity, and because no law firm would take the claims on a
contingency basis given the remote possibility of success.
Commerce Capital, the creditor that would benefit most from
receivables that USA Baby might recover, agreed with Mr. Chatz
that the risk of pursuing these claims was too great.  No other
creditors, or USA Baby itself, objected to Commerce Capital's
request for relief from the stay or to Mr. Chatz's no asset
statement.

The Seventh Circuit held that while Mr. Wallis continues to assert
that he believes he could collect on the accounts receivable, he
offered the bankruptcy court no basis to rely on this assessment.
"Nowhere in this record do we see any evidence that Wallis ever
has tried to quantify specific amounts due from particular
persons, or identify bases for making claims against those
persons, or assess the likelihood of recovery. Nor is there any
evidence even remotely supporting his allegations of a conspiracy
or conflicts of interest by Chatz," the Seventh Circuit said.

A copy of the Seventh Circuit's ruling is available at
http://is.gd/ly1sWefrom Leagle.com.

                          About USA Baby

Based in Lombard, Illinois, USA Baby Inc. sold infant & children's
furniture.  USA Baby was formed in 2003 to franchise stores
selling furniture and other products for babies and children.  It
operated no stores of its own.

On Sept. 5, 2008, three creditors, Wallis Kraham of Binghamton,
N.Y., Jack B. Whisler of Arlington Heights, Ill., and Leslie Ruess
of San Diego, filed an involuntary Chapter 11 petition (Bankr.
N.D. Ill. Case No. 08-23564), claiming breach of subscription
agreement and seeking $122,875 in the aggregate.   Abraham
Brustein, Esq., at Dimonte & Lizak, LLC, represented Wallis
Kraham, one of the petitioning creditors.

The bankruptcy court entered an order for relief, leaving USA Baby
in possession of the bankruptcy estate, but the corporation did
not file the required bankruptcy schedules or statements.

A group of franchisees, citing that failure and alleging a history
of prepetition mismanagement by Scott Wallis, the company's
president and a 5% stockholder, asked the bankruptcy court to
appoint a trustee and convert the case to Chapter 7.  While those
motions were pending, the company filed a statement of affairs and
the required schedules.

The bankruptcy court appointed Barry Chatz as trustee but denied
the franchisees' motion for conversion to Chapter 7.  Days later,
though, Mr. Chatz filed his own motion for conversion, citing lack
of funding.  The bankruptcy court converted the case but also
allowed Mr. Chatz to continue operations for a limited time.


VILLA BELLAGIO: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Villa Bellagio Estates LLC
        1931 Lock Haven Way
        Claremont, CA 91711

Bankruptcy Case No.: 11-33048

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Nolan E. Clark
                  2001 Financial Way #102
                  Glendora, CA 91741-4602
                  Tel: (626) 914-2605

Scheduled Assets: $859,572

Scheduled Debts: $2,752,558

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-33048.pdf

The petition was signed by Nolan E. Clark, manager.


V.I.P. ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: V.I.P. Electric Company
        8358 Mentor Avenue
        Mentor, OH 44060
        Tel: (440) 255-0180

Bankruptcy Case No.: 11-14534

Chapter 11 Petition Date: May 26, 2011

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Harry W. Greenfield, Esq.
                  BUCKLEY KING, LPA
                  600 Superior Avenue, East
                  1400 Fifth Third Center
                  Cleveland, OH 44114
                  Tel: (216) 363-1400
                  Fax: (216) 579-1020
                  E-mail: bankpleadings@bucklaw.com

                         - and -

                  Heather E. Heberlein, Esq.
                  BUCKLEY KING, LPA
                  600 Superior Avenue, East
                  1400 Fifth Third Center
                  Cleveland, OH 44114
                  E-mail: heberlein@buckleyking.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ohnb11-14534.pdf

The petition was signed by Kevin Vayo, vice president.


VISUALANT, INC: Obtains $1MM Financing from Gemini & Ascendiant
---------------------------------------------------------------
Visualant, Inc., closed a $1.0 million financing.  The financing,
led by Gemini Strategies LLC of San Diego, CA and New York, and
Ascendiant Capital Partners LLC of Irvine, CA, provides capital
for Visualant to continue with the execution of its strategic
plans, including the funding of its planned acquisitions and the
market development of its Spectral Pattern Matching Technology.

The financing, in the form of a 10% convertible debenture, has a
floor conversion price of $0.35 per share subject to adjustment
and includes warrants for 2.4 million shares that are exercisable
at a price of $0.50 per share for five years.  The financing
provides for an additional $1.0 million investment option within
the one year agreement at $1.00 per share and has a floor
conversion price of $.70 per share subject to adjustment.

"We are pleased to secure the support of Gemini Strategies and
Ascendiant Capital Partners," said Ron Erickson, Visualant CEO.
"Their investment provides the resources for Visualant to
accelerate the execution of our growth plans."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

The Company's balance sheet at March 31, 2011 showed $4.63 million
in total assets, $6.13 million in total liabilities, a $1.54
million total stockholders' deficit and $47,739 noncontrolling
interest.

As reported in the Troubled Company Reporter on Jan. 4, 2011,
Madsen & Associates CPA's, Inc., Salt Lake City, expressed
substantial doubt about Visualant, Inc.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended September 30, 2010.  The independent auditors noted that the
Company will need additional working capital for its planned
activity and to service its debt.


VITA PARTNERS: Owes $2 Million From Two Landlords
-------------------------------------------------
Paolo Lucchesi at The San Francisco Chronicle reports taht public
records of Vita Partners LLC indicate that the biggest unsecured
claim is $2 million from the landlords, Charles Crocker and the
estate of the late John Traina.

According to the report, Vita has 120 days to propose a
restructuring plan to the creditors and court.  Possible outcomes
could include opening the restaurant at its original location or
opening it somewhere else.

Based in Yountville, California, Vita Partners LLC filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-
11708) on May 6, 2011.  Judge Alan Jaroslovsky presides over the
case.  Debra I. Grassgreen, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, and Jones LLP, represent the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


VU1 CORPORATION: Posts $1.2 Million Net Loss in Q1 2011
-------------------------------------------------------
Vu1 Corporation filed its quarterly report on Form 10-Q, reporting
a net loss of $1.24 million for the three months ended March 31,
2011, compared with net income of $62,780 for the same period last
year.  The Company had no revenues for the three months ended
March 31, 2011, and 2010.

Derivative valuation gain amounted to approximately $341,132
during the three months ended March 31, 2011, compared to
derivative valuation gain of $1.14 million for the three months
ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$3.05 million in total assets, $2.34 million in total liabilities,
and stockholders' equity of $709,976.

As reported in the TCR on April 11, 2011, Peterson Sullivan, LLP,
in Seattle, Wash., expressed substantial doubt about Vu1
Corporation'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 $4,626,250, and it had negative
cash flows from operations of $3,529,351 in 2010.  "In addition,
the Company had an accumulated deficit of $70,499,569 at Dec. 31,
2010."

A copy of the Form 10-Q is available at http://is.gd/xM0Fsu

New York City-based Vu1 Corporation (OTC BB: VUOC) --
http://www.Vu1.com/-- designs, develops and manufactures
mercury-free light bulbs using the Company's proprietary Electron
Stimulated Luminescence(TM), or ESL, lighting technology.


VYTERIS INC: John Burrows Resigns as Director
---------------------------------------------
John Burrows has resigned as a director of Vyteris, Inc.,
effective May 19, 2011, to pursue other business interests.
Mr. Burrows did not submit a written resignation and did not give
any reason for resignation other than the foregoing.

In connection with his resignation, options to purchase Company's
common stock previously issued to Mr. Burrows will retain their
original expiration dates of 10 years from their original date of
issuance, and any options, which have not yet vested, will
immediately vest.  Additionally, any cash directors' fees for
service as a director during 2010 and 2011 will be paid
simultaneously with the payment of 2010 and 2011 directors' fees
to the continuing directors on the Company's Board of Directors.

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

The Company reported a net loss of $10.54 million on $117,792 of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $33.94 million on $4.56 million of total revenues
during the prior year.

As reported by the TCR on April 21, 2011, Amper, Politziner &
Mattia, LLP, in Edison, New Jersey, expressed substantial doubt
about the Company's ability to continue as going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred recurring losses and is
dependent upon obtaining sufficient additional financing to
fund operations and has not been able to meet all of its
obligations as they become due.

The Company's balance sheet at March 31, 2011, showed $2.52
million in total assets, $15.39 million in total liabilities and a
$12.86 million total stockholders' deficit.


W&K STEEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: W&K Steel, LLC
        98 Antisbury Place
        Rankin, PA 15104

Bankruptcy Case No.: 11-23355

Chapter 11 Petition Date: May 26, 2011

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Kevin J. McKeon, Esq.
                  WATT, TIEDER, HOFFAR & FITZGERALD, LLP
                  8405 Greensboro Drive, Suite 100
                  McLean, VA 22102
                  Tel: (703) 749-1000
                  Fax: (703) 893-8029
                  E-mail: kmckeon@wthf.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/pawb11-23355.pdf

The petition was signed by Edward C. Wilhelm, Jr., member-manager.


WAGLE VENTURES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wagle Ventures, Inc.
        32 Rancho Circle
        Lake Forest, CA 92630

Bankruptcy Case No.: 11-17406

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: Bryan L. Ngo, Esq.
                  BLUE CAPITAL LAW FIRM, P.C.
                  14441 Brookhurst St Ste 8
                  Garden Grove, CA 92843
                  Tel: (714) 839-3800
                  Fax: (949) 271-5788
                  E-mail: bngo@bluecapitallaw.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-17406.pdf

The petition was signed by Sunil Wagle, president.



WARNER MUSIC: Receives Requisite Consents to Amend 2009 Indenture
-----------------------------------------------------------------
WMG Acquisition Corp., a wholly owned subsidiary of Warner Music
Group Corp., solicited consents, upon the terms and subject to the
conditions set forth in the Notice of Consent Solicitation dated
May 13, 2011, to amend the indenture, dated as of May 28, 2009, by
and among the Company, the guarantors named therein and Wells
Fargo Bank, National Association, as trustee, pursuant to which
the 9.50% Senior Secured Notes Due 2016 were issued.

The purpose of the Consent Solicitation was to amend the Indenture
in connection with the Agreement and Plan of Merger, dated as of
May 6, 2011, by and among Airplanes Music LLC, an affiliate of
Access Industries, Inc., Airplanes Merger Sub, Inc., a wholly
owned subsidiary of Airplanes Music LLC, and Warner Music Group,
pursuant to which Airplanes Merger Sub, Inc., will be merged with
and into WMG upon the terms and subject to the conditions set
forth in the Merger Agreement, to permit Access Industries and
certain related persons to be "Permitted Holders" so that the
Merger would not constitute a "Change of Control".

On May 23, 2011, valid consents from holders of a majority in
aggregate principal amount of the outstanding Notes were received
and not withdrawn, and the Consent Solicitation has expired.  Upon
receipt of the Requisite Consents, the Company, the guarantors and
the Trustee executed a supplemental indenture to effect the
proposed amendments to the Indenture.  On the terms and subject to
the conditions of the Consent Solicitation, the proposed
amendments will not become operative until all conditions to the
Consent Solicitation, including, without limitation, consummation
of the Merger, have been satisfied.  The Supplemental Indenture
will bind all holders of Notes and their transferees.

The Company engaged Credit Suisse Securities (USA) LLC and UBS
Securities LLC as its solicitation agents.  Questions and requests
for assistance regarding the Consent Solicitation should be
directed to Credit Suisse Securities (USA) LLC at (212) 538-1862
or (800) 820-1653 (toll free) or UBS Securities LLC at (203) 719-
4210 (call collect) or (888) 719-4210 (toll free).  Requests for
documents may be directed to Global Bondholder Services
Corporation, which acted as the information agent for the Consent
Solicitation, at (866) 470-3700 (toll free) or (212) 430-3774
(banks and brokers).

                      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.


WASHED AGGREGATE: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Washed Aggregate Resources, Inc.
        14 Kettle Creek Road
        Weston, CT 06883

Bankruptcy Case No.: 11-21588

Chapter 11 Petition Date: May 26, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (Hartford)

Debtor's Counsel: Timothy D. Miltenberger, Esq.
                  COAN LEWENDON GULLIVER & MILTENBERGER
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: 203-243-4488
                  E-mail: tmiltenberger@coanlewendon.com

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ctb11-21588.pdf

The petition was signed by Henry Bromberger, member.


WASHINGTON LOOP: ROBI1956 Wants Cash Collateral Use Request Denied
------------------------------------------------------------------
Creditor ROBI1956, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to deny Washington Loop, LLC's request
to use the cash collateral.

ROBI has a lien upon the Debtor's rents and profits of the
property.  ROBI's collateral includes a mortgage and assignment of
rents upon the Debtor's real estate.  ROBI is also a holder of
judgment of $6,878,742 plus interest.

ROBI explains that the Debtor seeks authority to use $245,000 to
$8,000,000 worth of cash collateral within the next six months.
The source of cash would presumably be sales of dirt.  ROBI adds
that the type of the Debtor's operation has the potential to
significantly decrease the value of ROBI's collateral.

The Debtor only proposed to give ROBI replacement lien in its
property but did propose to make adequate protection payments.

                     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 disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

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.


WATERFORD HOTEL: Holiday Inn in Michigan Files for Chapter 11
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Holiday Inn Express in Waterford,
Michigan, filed for Chapter 11 protection, owing $4.55 million to
the secured lender Dawn-G LLC.  The real estate and fixtures are
valued at $2 million, according to a court filing.  Waterford
Hotel Inc. filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
11-54788) in Detroit on May 25.


WCK INC: Secured Creditor Wants Cash Collateral Access Denied
-------------------------------------------------------------
State Bank of India California, asks with the U.S. Bankruptcy
Court for the Central District of California to deny WCK Inc.'s
requested access to the cash collateral.

Secured creditor SBIC explains that it has not consented to the
Debtor's use of he cash collateral because the Debtor's bankruptcy
was filed in bad faith for the sole purpose of avoiding the
appointment of a receiver and avoiding the foreclosure of the
hotel property.

SBIC is represented by:

          Stephen E. Jenkins, Esq.
          HEMAR, ROUSSO & HEALD, LLP
          15910 Ventura Boulevard, 12th Floor
          Encino, CA 91436-2829
          Tel: (818) 501-3800
          Fax: (818) 501-3985

                          About WCK, Inc.

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.  The Debtor disclosed
$17,260,570 in assets and $17,099,000 in liabilities as of the
Chapter 11 filing.


WELLINGTON PRESERVE: Sale Approved; Liquidating Plan Confirmed
--------------------------------------------------------------
The Hon. Erik P. Kimbal of the U.S. Bankruptcy Court for the
Southern District of Florida confirmed the Second Amended Plan of
Liquidation as of April 22, 2011, proposed by Wellington Preserve
Corporation and creditor Clico Enterprises, Ltd.

The Court also approved the three separate real estate
transactions whereby the Debtor is selling all of its real estate
holdings and development rights, for the total gross sales price
(before direct closing costs) of $50,000,000.  The purchasers are
Zacara Farms, LLC, which has contracted to purchase 102.74 acres;
members of the Tanen family, who have agreed to exchange the
Debtor's parcels 23B and 24B for lots 24C and 25C currently owned
by the Tanen's and J-5 Wellington Preserve, LLC, which has
contracted to purchase 420.841 acres, together with development
rights.

The Plan also provides, for treatment of the entire Internal
Revenue Service claim as disputed; out of the first real estate
closing contemplated by the Plan, the plan would reserve the
entire amount of the IRS claim, plus a 10% cushion, pending the
outcome of the Debtor's contemplated objection to the claim of the
IRS.

                        Treatment of Claims

Class 1. Brennan Financial will receive $1,445,490, in full on the
         later of the Effective Date or the date the proceeds of
         the sale of the assets are cleared.

Class 2. Allowed Mechanics Lien Creditors will receive cash in an
         amount equal to the amount of the Allowed Mechanics Lien
         Claims on the later of the Effective Date or the date the
         proceeds of the sale of the assets are cleared.  The
         claims consist of:

         i) Alan Gerwig & Associates, Inc. - $3,532.50;
        ii) Dunkelberger Engineering & Testing Inc. - $801;
       iii) H & J Contracting Inc. - $23,059; and,
        iv) O'Dell, Inc. - $47,522.

Class 3. Allowed Unsecured Creditors ($844,919) will receive cash
         in an amount equal to the allowed amount of the claim.

Class 4. Allowed Unsecured Claim of Clico Enterprises Ltd.
         ($73,000,000) - Clico will receive any remaining balances
         after the satisfaction of all claims without interest.

Class 6. Equity Security Holders will receive nothing and the
         corporation will be dissolved.

A full-text copy of the Amended Plan is available for free at

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

               About Wellington Preserve Corporation

Miami, Florida-based Wellington Preserve Corporation filed for
Chapter 11 (Bankr. S.D. Fla. Case No. 10-22049) on April 27, 2010.
Ronald G Neiwirth, Esq., who has an office in Miami, Florida,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $50 million to $100 million.


WENDY'S/ARBY'S GROUP: S&P Affirms CCR at 'B+'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Altanta-
based Wendy's/Arby's Group Inc. to stable from negative. "At the
same time, we affirmed all ratings on the company, including the
'B+' corporate credit rating," S&P stated.

"The outlook revision to stable reflects our view that credit
measures should stabilize in line with the 'B+' rating as benefits
from the company's menu initiatives and debt reduction should
offset modest earnings softness resulting from food cost
inflation," said Standard & Poor's credit analyst Andy Sookram.
"We also believe that the planned sale of Arby's will be a net
benefit to credit measures. The ratings reflect our opinion that
Wendy's/Arby's Group has a highly leveraged financial risk profile
because of high debt, thin cash flow protection measures, and our
view that the company will use excess cash flow to fund
shareholder initiatives and capital expenditures instead of
reducing debt in excess of what is required under the credit
agreement."


WESTSIDE ATHLETIC: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Westside Athletic Club, LLC
        dba PureFitness Downtown
        501 West Broadway, Suite F
        San Diego, CA 92101

Bankruptcy Case No.: 11-08902

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

Scheduled Assets: $4,936,800

Scheduled Debts: $3,773,283

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-08902.pdf

The petition was signed by Michael London, PureFitness Holding,
Inc. president.


WINDMILL DURANGO: Gets OK for Flangas as Litigation Counsel
-----------------------------------------------------------
Windmill Durango Office, LLC sought and received approval from the
United States bankruptcy court District of Nevada of its renewed
request to employ Flangas McMillan Law Group as special counsel.

During its retention, Flangas McMillan employment will be limited
to:

   (a) advising the Debtor of its state court rights and
       obligations and performance of its duties during
       administration of the bankruptcy cases;

   (b) representing the Debtor in all complex civil cases and
       related landlord/litigation proceedings before this Court
       or before other courts with jurisdictions over these cases;

   (c) assisting the Debtor in the performance of its duties as
       set forth in 11 U.S.C 1107

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

      Personnel                     Hourly Rate
      ---------                     ----------
      Dimitri Dalacas                 $295
      Paralegals                      $125

                     About Windmill Durango

Las Vegas, Nevada-based Windmill Durango Office, LLC, currently
owns 4.49 acres of commercial real estate developed with a Class A
office with improvements in Clark County, Nevada.  IDC Windmill
Durango, LLC, is the general partner of Windmill Durango, LP,
which is the sole member of the Debtor.  The Debtor is managed by
Jeff Susa, Manager of IDC Windmill Durango, LLC.  The Company
filed for Chapter 11 protection on August 17, 2010 (Bankr. D. Nev.
Case No. 10-25594).  Zachariah Larson, Esq., and Shara Larson,
Esq., at Larson & Stephens, in Las Vegas, represent the Debtor as
counsel.  The Debtor proposed the law firm of Flangas McMillan Law
Group as special counsel.  The Debtor disclosed $21,389,774 in
assets and  $16,535,000 in liabilities as of the Petition Date.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No.
10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case
No. 10-18056) filed for Chapter 11 protection on May 3, 2010.


WINGATE AIRPORT: U.S. Trustee Unable to Form Committee
------------------------------------------------------
The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Wingate Airport South, LLC, have
expressed interest in serving on a committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest develop among the creditors.

Las Vegas, Nevada-based Wingate Airport South, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
11950) on Feb. 11, 2011.  In its schedules, the Debtor disclosed
$12,000,000 in assets and $9,497,529 in liabilities as of the
Petition Date.


WINGATE AIRPORT: Gets Approval to Employ Neil J. Beller as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has approved
the employment of Neil J. Beller, Esq., of the law offices of Neil
J. Beller, Ltd., as bankruptcy counsel to Wingate Airport South,
LLC.

Neil J. Beller, Ltd., declares that it does not represent any
related parties to the Debtor, and that it does not represent
parties who are now or may become adverse to the interest of the
Debtor with respect to matters in which it is to be employed.

Neil J. Beller, Ltd., has agreed to represent Debtor in its
bankruptcy proceedings for a $10,000 retainer, which has been paid
by the Debtor, and $425 per hour attorney time and $125 per hour
paralegal time.

Las Vegas, Nevada-based Wingate Airport South, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
11950) on Feb. 11, 2011.  In its schedules, the Debtor disclosed
$12,000,000 in assets and $9,497,529 in liabilities as of the
Petition Date.


WL HOMES: Wachovia Has Enforceable Security Interest in Asset
-------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon granted the motion for
summary judgment filed by Wachovia Bank in the lawsuit, Wachovia
Bank, National Association, a national banking association, v. WL
Homes, LLC (Debtor), a Delaware Limited Liability Company; JLH
Insurance Corporation, an Arizona Corporation; and Does 1 through
100, inclusive, Adv. Proc. No. 09-50514 (Bankr. D. Del.).  The
adversary proceeding is about the ability of a parent company to
grant a security interest in an asset of its subsidiary and the
extent to which a third party may enforce such a security
interest.  The resolution of this issue turns on the legal
significance that should be accorded to the actions of an agent of
both the parent and the subsidiary, wearing multiple hats and
presumptively acting on behalf of both entities.  The Court held
that the fact that an agent may represent more than one principal
does not alter the well-established doctrine that an agent with
authority is capable of binding its principal.  Accordingly, the
Court finds that a security interest in the subsidiary's asset
granted by the parent's agent to a third party is enforceable if
it otherwise satisfies the requirements set forth in Article 9 of
the Uniform Commercial Code.  Judge Shannon denied the motion for
summary judgment filed by George L. Miller, Chapter 7 Trustee for
the estate of WL Homes, LLC, to the extent that it seeks a
declaration that Wachovia's security interest is invalid.

A copy of Judge Shannon's May 25, 2011 Opinion is available at
http://is.gd/TgSDdwfrom Leagle.com.

                          About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 09-10571) on Feb. 19,
2009.  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes estimated assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
creditors committee.


* Bank of America, Morgan Stanley Settle Foreclosure Suit
---------------------------------------------------------
American Bankruptcy Institute reports that the Justice Department
yesterday settled with subsidiaries of Bank of America Corp. and
Morgan Stanley for more than $22 million to resolve allegations
that the banks wrongfully foreclosed on almost 200 active-duty
military-service members without first obtaining court orders.


* SecondMarket Says Claims Trading Facing 'Slowdown'
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the dearth of major new Chapter 11 filings is leading
to an inevitable decline in the value of claims being traded.

Mr. Rochelle relates that according to data compiled from court
records by SecondMarket Inc., in April, the $1.84 billion in
Lehman Brothers Holdings Inc. claims that were traded represented
84 percent in dollar amount of all transfers reported to the
country's bankruptcy courts.  In March, Lehman was responsible for
82 percent of all traded debt by dollar amount.

According to the report, April's overall numbers "pointed to a
slowdown in claims trading," said New York-based SecondMarket,
which describes itself the largest secondary market for illiquid
assets.  So far this year, 30 public companies sought Chapter 11
relief, compared with 39 in the same period last year, according
to statistics compiled by Bankruptcydata.com, a service of New
Generation Research Inc.  In term of the sizes of new cases, the
decline is more dramatic.  The assets of public companies entering
Chapter 11 this year totaled $6.7 billion, or 29 percent of the
year-ago period's $22.9 billion, the Bankruptcydata report said.
The 380 reported Lehman trades in April represented 43 percent of
the month's 892 trades, SecondMarket said.  In number of trades,
April's figure was the second-highest in a year.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------


                                          Total
                                         Share-      Total
                               Total   Holders'    Working
                              Assets     Equity    Capital
  Company         Ticker       ($MM)      ($MM)      ($MM)
  -------         ------      ------   --------    -------
ANOORAQ RESOURCE  ARQ SJ     1,024.0      (77.0)      20.9
AUTOZONE INC      AZO US     5,884.9   (1,119.5)    (655.3)
LORILLARD INC     LO US      3,590.0     (449.0)   1,290.0
DUN & BRADSTREET  DNB US     1,825.5     (615.8)    (321.8)
WEIGHT WATCHERS   WTW US     1,126.0     (636.6)    (345.4)
CLOROX CO         CLX US     4,051.0      (82.0)     (28.0)
MEAD JOHNSON      MJN US     2,465.4     (250.4)     572.3
NAVISTAR INTL     NAV US     9,279.0     (832.0)   2,002.0
TAUBMAN CENTERS   TCO US     2,535.6     (512.8)       -
DIRECTV-A         DTV US    20,593.0     (678.0)   2,813.0
MOODY'S CORP      MCO US     2,524.4     (223.2)     498.6
SUN COMMUNITIES   SUI US     1,160.1     (111.7)       -
CHOICE HOTELS     CHH US       412.4      (49.0)      (1.9)
CABLEVISION SY-A  CVC US     8,962.9   (6,462.4)    (309.5)
HCA HOLDINGS INC  HCA US    23,809.0   (7,788.0)   2,719.0
VERISK ANALYTI-A  VRSK US    1,286.4     (109.1)    (180.8)
DISH NETWORK-A    DISH US   10,280.6     (502.5)     705.1
UNISYS CORP       UIS US     2,949.3     (692.1)     547.6
UNITED RENTALS    URI US     3,692.0      (29.0)     123.0
THERAVANCE        THRX US      315.1      (27.8)     266.9
DOMINO'S PIZZA    DPZ US       487.4   (1,167.7)     167.9
IPCS INC          IPCS US      559.2      (33.0)      72.1
GRAHAM PACKAGING  GRM US     2,943.5     (501.5)     313.1
TEAM HEALTH HOLD  TMH US       832.2      (25.7)      44.8
DISH NETWORK-A    EOT GR    10,280.6     (502.5)     705.1
VECTOR GROUP LTD  VGR US       924.6      (61.4)     294.8
OTELCO INC-IDS    OTT US       319.2       (7.6)      22.4
FREESCALE SEMICO  FSL US     4,097.0   (5,076.0)   1,468.0
NATIONAL CINEMED  NCMI US      796.4     (327.0)      74.0
OTELCO INC-IDS    OTT-U CN     319.2       (7.6)      22.4
INCYTE CORP       INCY US      459.6     (104.0)     315.8
CHENIERE ENERGY   CQP US     1,776.3     (547.6)      24.4
WESTMORELAND COA  WLB US       788.0     (173.9)      (1.0)
REVLON INC-A      REV US     1,105.5     (686.5)     132.7
MAINSTREET EQUIT  MEQ CN       453.0      (10.2)       -
RURAL/METRO CORP  RURL US      303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US     1,707.0     (340.6)     418.5
MERITOR INC       MTOR US    2,675.0   (1,006.0)     205.0
PROTECTION ONE    PONE US      562.9      (61.8)      (7.6)
KNOLOGY INC       KNOL US      823.7       (4.0)      42.7
JUST ENERGY GROU  JE CN      1,760.9     (328.6)    (339.4)
VENOCO INC        VQ US        815.6      (21.6)       8.1
BOSTON PIZZA R-U  BPF-U CN     148.2     (100.1)       1.3
REGAL ENTERTAI-A  RGC US     2,323.2     (541.6)    (114.5)
SWIFT TRANSPORTA  SWFT US    2,555.7       (9.8)     204.6
RSC HOLDINGS INC  RRR US     2,817.4      (62.2)     (71.6)
QUALITY DISTRIBU  QLTY US      281.4     (124.4)      40.9
WORLD COLOR PRES  WC CN      2,641.5   (1,735.9)     479.2
CHENIERE ENERGY   LNG US     2,564.4     (509.7)      87.4
SPIRIT AIRLINES   SAVE US      545.2      (97.0)      27.6
EXELIXIS INC      EXEL US      495.7      (68.7)     126.1
AMER AXLE & MFG   AXL US     2,167.8     (415.4)      60.4
WORLD COLOR PRES  WCPSF US   2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WC/U CN    2,641.5   (1,735.9)     479.2
RENAISSANCE LEA   RLRN US       49.9      (31.4)     (36.6)
NPS PHARM INC     NPSP US      158.3     (159.7)     117.8
SINCLAIR BROAD-A  SBGI US    1,571.2     (144.6)      60.4
ISTA PHARMACEUTI  ISTA US      131.7     (161.7)       6.6
US AIRWAYS GROUP  LCC US     8,217.0      (30.0)    (104.0)
ALASKA COMM SYS   ALSK US      609.8      (27.4)       6.3
CENTENNIAL COMM   CYCL US    1,480.9     (925.9)     (52.1)
WARNER MUSIC GRO  WMG US     3,617.0     (254.0)    (650.0)
ACCO BRANDS CORP  ABD US     1,094.2      (77.0)     293.1
MORGANS HOTEL GR  MHGC US      692.8      (29.2)     205.1
NYMOX PHARMACEUT  NYMX US       10.0       (3.3)       6.8
BLUEKNIGHT ENERG  BKEP US      323.5      (35.1)     (85.8)
SMART TECHNOL-A   SMT US       546.2      (43.3)     173.7
NEXSTAR BROADC-A  NXST US      582.6     (181.2)      40.0
PRIMEDIA INC      PRM US       208.0      (91.7)       3.6
SMART TECHNOL-A   SMA CN       546.2      (43.3)     173.7
TOWN SPORTS INTE  CLUB US      460.0       (4.7)     (15.4)
QWEST COMMUNICAT  Q US      16,849.0   (1,560.0)  (2,828.0)
SINCLAIR BROAD-A  SBTA GR    1,571.2     (144.6)      60.4
LIZ CLAIBORNE     LIZ US     1,255.8     (124.5)     (26.5)
PDL BIOPHARMA IN  PDLI US      248.7     (371.2)    (161.6)
CENVEO INC        CVO US     1,439.5     (333.5)     208.1
AMR CORP          AMR US    27,113.0   (3,949.0)  (1,028.0)
PLAYBOY ENTERP-B  PLA US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A  PLA/A US     165.8      (54.4)     (16.9)
CC MEDIA-A        CCMO US   16,938.6   (7,280.4)   1,644.2
GENCORP INC       GY US        989.6     (177.7)      83.8
PALM INC          PALM US    1,007.2       (6.2)     141.7
CLEVELAND BIOLAB  CBLI US       19.2       (9.7)     (10.1)
VIRGIN MOBILE-A   VM US        307.4     (244.2)    (138.3)
RADNET INC        RDNT US      556.6      (81.8)      11.0
LIN TV CORP-CL A  TVL US       797.4     (127.9)      38.6
VONAGE HOLDINGS   VG US        251.7     (102.0)     (39.2)
IDENIX PHARM      IDIX US       54.9      (40.6)      19.6
ABSOLUTE SOFTWRE  ABT CN       116.3      (12.0)     (12.6)
GLG PARTNERS INC  GLG US       400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US     400.0     (285.6)     156.9
MANNKIND CORP     MNKD US      254.8     (203.5)      26.2
EPICEPT CORP      EPCT SS       12.4       (6.0)       6.0
ODYSSEY MARINE    OMEX US       25.7       (8.1)     (14.0)
DENNY'S CORP      DENN US      296.8     (102.3)     (36.9)
CUMULUS MEDIA-A   CMLS US      318.9     (324.4)      12.4
VERSO PAPER CORP  VRS US     1,458.2      (49.2)     169.5
COLUMBIA LABORAT  CBRX US       27.8       (2.6)      11.5
HUGHES TELEMATIC  HUTC US      108.8      (62.4)     (16.0)
KV PHARM-B        KV/B US      296.2     (233.4)    (134.5)
EASTMAN KODAK     EK US      5,882.0   (1,274.0)     954.0
KV PHARM-A        KV/A US      296.2     (233.4)    (134.5)
CINCINNATI BELL   CBB US     2,636.2     (650.4)       6.4
QUANTUM CORP      QTM US       431.0      (61.1)      97.9
HOVNANIAN ENT-B   HOVVB US   1,670.1     (401.3)   1,042.4



                           *********

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 ***