TCR_Public/110601.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 1, 2011, Vol. 15, No. 150

                            Headlines

A-1 PLANK: Bankr. Court Won't Hear Bank's Counterclaim
ACORN ELSTON: Wants to Engage Road Bay in Plan Negotiations
ADVANTAGE RENT: Wants to Pay $5.5 Million for Expenses & Debts
AES CORP: Fitch Rates $1.05BB Sr. Secured Term Loan at 'BB+'
ALANCO TECHNOLOGIES: Posts $391,800 Net Loss in March 31 Quarter

ALLIED DEFENSE: Extends Term of Rights Agreement to Dec. 31
AMBAC FINANCIAL: Finds OCI's Term Sheet Disappointing, Says Lawyer
AMBAC FINANCIAL: Has Objection to New York's $116-Mil. Claim
AMBAC FINANCIAL: Bankr. Judge OKs $27.1-Mil. Class Suit Settlement
AMBASSADORS INT'L: Xanterra Completes Acquisition of Windstar

AMERICAN INDUSTRIAL: Case Summary & 18 Largest Unsecured Creditors
AMERICAN RESEARCH: Files for Chapter 7 Liquidation
AMERITYRE CORP: Incurs $150,400 Net Loss in March 31 Quarter
AMRIT LAL: Hearing on U.S. Trustee's Dismissal Plea on June 14
ARETE HOLDING: Must Pay $650,000 for False Claims to Medicare

ART ONE: Taps Regis as Property Manager and Leasing Agent
ART ONE: Cathay Bank Wants Case Dismissal, Lift Stay
ARTECITY PARK: Wants Plan Solicitation Exclusivity Until Aug. 22
AZTECH RENTALS: Voluntary Chapter 11 Case Summary
BARZEL INDUSTRIES: Files Liquidating Plan; DS Hearing June 20

BLACK RAVEN: Inks $15.75MM Purchase and Sale Agreement with Adena
BLOCKBUSTER INC: NCR Sues Over Termination of Trademark Deal
BRANDYWOOD HOUSING: Case Summary & 20 Largest Unsecured Creditors
BROADCAST INT'L: Incurs $747,000 First Quarter Net Loss
CARLISLE APARTMENTS: RECAP Buys Out McCullough Stake for $600K

CASCADE FINANCIAL: Posts $2.6-Mil. First Quarter Net Loss
CASTLE HILL II: Fitch Ratings 'BB+' Rating on Subordinated Notes
CATALYST PAPER: Two Mills' Q2 Downtime Hiked to 25 Days
CB HOLDING: Wells Fargo Can Apply Collateral for $3.6-Mil. LC
CHANTICLEER HOLDINGS: Reports $225,700 1st Quarter Net Income

CHESAPEAKE ENERGY: Fitch Affirms 'BB' Issuer Default Rating
CHINA CGAME: Posts $4.7 Million Net Loss in First Quarter
CHINA IVY: Posts $924,300 Net Loss in First Quarter
CHINA RENEWABLE: Posts $94,700 First Quarter Net Loss
CHINA TEL GROUP: Enters Into Amended Purchase Pact with Isaac

CHINESEWORLDNET.COM INC: Recurring Losses Cue Going Concern Doubt
CITY NATIONAL BANCSHARES: KPMG Raises Going Concern Doubt
CLEAN BURN: Court Okays Edward Sanz as CRO
CLEAN BURN: Buhler Aeroglide Seeks Creditors' Committee Membership
COMMUNITY SHORES: Incurs $734,200 Net Loss in First Quarter

COMPETITIVE TECHNOLOGIES: Reports $29,400 Net Income in Q1 2011
COMPOSITE TECHNOLOGY: Seeks $30 Million to Fund Bankruptcy Exit
CONGRESS SAND: Plan Confirmation Hearing Set on June 29
CONNECTOR 2000: Chapter 9 Debt Repayment Plan Declared Effective
CONSTAR INT'L: Six Board Members for Reorganized Entity Named

CRYSTALLEX INT'L: Auditors Report Has "Going Concern" Note
CONSTELLATION BRANDS: Fitch Affirms 'BB' IDR; Outlook Positive
CONTESSA PREMIUM: Court Approves DLA Piper as IP Counsel
CONTINENTAL COMMON: Court to Hear Disclosure Statement on June 9
COSO GEOTHERMAL: Fitch Cuts Rating on Trust Certificates to 'B'

CRAIG CARRIER: Court Lifts Contempt Order Against Triple C
DANAOS CORP: Files Form F-3; Registers 23.94MM Common Shares
DANAOS CORP: Files Form F-3; To Issue Warrants and Common Stock
DANCING BEAR: West LB Can Proceed With Foreclosure
DAYBREAK OIL: MaloneBailey LLP Raises Going Concern Doubt

DEUCE INVESTMENTS: Court Rules on Validity of Deed of Trust
ALLEN CAPITAL: DLH Files Plan to Pay Creditors
DSJP ENTERPRISES: Unit Cancels Services Pact with Sole Customer
DOLPHIN DIGITAL: Incurs $5.63 Million Net Loss in 2010
DOVER DOWNS: Posts $38,000 Net Loss in March 31 Quarter

DRYSHIPS INC: Reports $32 Million Net Income in March 31 Quarter
EAT AT JOE'S: Incurs $140,700 Net Loss in First Quarter
EDGEN MURRAY: Incurs $10.02 Million Net Loss in March 31 Quarter
EMPIRE RESORTS: Grosses $17.6 Million in Rights Offering
ENIVA USA: U.S. Trustee Forms 3-Member Creditors Committee

FAITH CHRISTIAN: Plans to Sell Assets to Pay Off Debts
FIRST MARINER BANCORP: Incurs $7.3 Million Net Loss in Q1 2011
FISHERMAN'S WHARF: Bush Ross Wants Claims Paid or Case Converted
FPB BANCORP: Posts $4.5 Million Net Loss in First Quarter
FRANK PANZA: Tushita Heaven to Open in Building

FRANKLIN CREDIT: Unable to Pay Huntington Debt of $1.295 Billion
FREE AND CLEAR: Voluntary Chapter 11 Case Summary
FULLCIRCLE REGISTRY: Has $53,900 Net Loss in First Quarter
GARDA SECURITY: Moody's Rates Senior Unsecured Notes at 'B2'
GAS CITY: Sells Seven Ice Cream Stores for $3.3 Million

GELTECH SOLUTIONS: Incurs $1.52-Mil. Net Loss in March 31 Qtr.
GRAHAM BROTHERS: Judge Rejects Len-Verandahs' Late-Filed Claim
GRAHAM BROTHERS: Nears Filing of Plan; Examiner Appointed
GRAOCH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
GREEN EARTH: Posts $4 Million Net Loss in March 31 Quarter

GREEN ENDEAVORS: Incurs $31,347 Net Loss in First Quarter
GREGORY CRAMER: Personal Injury Suit May Resume in State Court
GREW MANUFACTURING: BDO Canada, Receiver, Seeking Buyer
HALO COMPANIES: Incurs $1.12 Million Net Loss in First Quarter
HEALTHY FAST: Posts $195,400 First Quarter Net Loss

HERCULES OFFSHORE: Files Fleet Status Report as of May 25
HIGH POINT: Ontario Judge Clears Way for Another Purchase
HOMELAND SECURITY: Incurs $639,500 Net Loss in March 31 Quarter
HORIZON ONE: Case Summary & 20 Largest Unsecured Creditors
INFUSION BRANDS: Incurs $1.32-Mil. First Quarter Net Loss

INFUSION BRANDS: Buys 50% Outstanding Shares of HSE for EUR50,000
JOJO'S 10: Devin Has No Security Interest in Estate Assets
JONES SODA: Posts $1.7 Million First Quarter Net Loss
KENNETH RODRIGUEZ: Domestic Support Case Goes to Trial
KL ENERGY: Reports $780,000 First Quarter Net Income

LAKERIDGE CENTRE: Agrees to Lift Stay as to Nevada Real Property
LAKERIDGE CENTRE: Gets Court Nod to Hire Stark Realty as Broker
LA MESA RACING: June 14 Hearing Set for Motion to Reopen Case
LANDMARK MEDICAL: Steward to Buy Hospital for Up to $65 Million
LAX ROYALE: Files Chapter 11 Plan and Disclosure Statement

LORETTA J HART: Southern Heritage Bank Not Dischargeable
LOUISVILLE ORCHESTRA: Files Exit Plan; June 28 Hearing Set
MANSIONS AT HASTINGS: Hires Joyce McFarland for Claims Objections
MARICARMEN COLON: Case Summary & 17 Largest Unsecured Creditors
MARMC TRANSPORTATION: Wants to Hire John Bush as Accountant

MARMC TRANSPORTATION: U.S. Trustee Tosses Out Case Conversion Plea
MARMC TRANSPORTATION: Court OKs $640,000 Sale to Oil County
MARRIOT INTERNATIONAL: M Waikiki Files Lawsuit, Seeks Millions
MARSH HAWK: Court Approves New Senior Club Managers
MCCLATCHY CO: BNP Paribas Discloses 5.3% Equity Stake

MECHANICAL TECHNOLOGY: Posts $62,000 Net Loss in First Quarter
MEDLINK INTERNATIONAL: Amends 2010 10-K to Remove RBSM Aud. Report
MENDOZA VENTURES: Case Summary & 18 Largest Unsecured Creditors
MERIT GROUP: Five Star Not Part of Chapter 11 Filing
MICROBILT CORP: Taps KSB as Florida Special Litigation Counsel

MICROTEL INN: HotelMax Completes Receivership & Hotel Sale
MINI MIX: Case Summary & 13 Largest Unsecured Creditors
MISCOR GROUP: Report $220,000 Net Income in Q1 Ended April 3
MONEYGRAM INT'L: Blum Capital Discloses 4.3% Equity Stake
MORGANS HOTEL: Sale of Royalton and Morgans Hotels Completed

MY HARVEST: Files For Chapter 7 Bankruptcy Protection
NEW BERN: Court Rejects Subcontractor's Bid to Dismiss Suit
NEWCARDIO, INC: Posts $2.4 Million First Quarter Net Loss
NEXTWAVE WIRELESS: Posts $61 Million Net Loss in April 2 Quarter
NEW GRANGE: Aims to Keep Melting Pot Restaurant Open

NEWFLIED EXPLORATION: Fitch Ratings Affirms IDR at 'BB+'
NIVS INTELLIMEDIA: Receives Additional Amex Delisting Notices
NO FEAR: 1903 Onshore DIP Loan Approved for NO Fear MX's Inventory
NOVELOS THERAPEUTICS: Posts $1 Million First Quarter Net Loss
NV ENERGY INC: Fitch Affirms 'BB' IDR; Outlook Stable

ORDWAY RESEARCH: Gets Interim Order to Use of Cash Collateral
ORDWAY RESEARCH: Silverman Objects to Use of Cash Collateral
P&C POULTRY: Plan Filing Exclusivity Extended Until Aug. 23
PARK MAUSOLEUM: In Receivership, Building Crumbling Away
PHILADELPHIA ORCHESTRA: Hires Alvarez & Marsal as Fin'l Advisor

PHILADELPHIA ORCHESTRA: Wins OK to Hire Dilworth Paxson as Counsel
PHILADELPHIA ORCHESTRA: Committee Hires Reed Smith as Counsel
PHILADELPHIA ORCHESTRA: Meeting of Creditors Continued to June 27
PHILADELPHIA ORCHESTRA: Hires Morgan Lewis as ERISA Counsel
POPEYE'S INC: Nassau High Court Dismisses Former Owner's Suit

QUANTUM FUEL: Receives Fleet Contract from Dow Chemical
RADIANT OIL: Delays Filing of Quarterly Report on Form 10-Q
RAMADA PLAZA: Sent to Receivership as Owner Seeks Room for Deal
REALMEX RESTAURANTS: Commences Search of Unit President
REDWINE RESOURCES: Court Dismisses Chapter 11 Case

REID PARK: Doubletree Hotel Sent to Chapter 11
REID PARK: Case Summary & 20 Largest Unsecured Creditors
REFLECT SCIENTIFIC: Posts $192,200 Net Loss in March 31 Quarter
REOSTAR ENERGY: Has Until June 30 to File Chapter 11 Plan
RETIREMENT VALUE: To Pay $7.7 Million to Former Investors

RIVER EAST: Joint Plan Provides 4% Recovery to Unsecured Claims
ROBB & STUCKY: GA Keen Realty to Market, Sell Former Sites
ROGER PARK: Building in Receivership, No Solution in Sight
RQB RESORT: Taps Fowler White as Special Tax Counsel
RR DONNELLEY: Fitch Downgrades IDR to 'BB+'; Outlook Stable

SATELITES MEXICANOS: Emerges From U.S. Bankruptcy
SBARRO, INC: Drops Plan Deal to Pursue Alternatives
SHADOW CREEK: Case Summary & 7 Largest Unsecured Creditors
SHENANDOAH LIFE: Commissioner Reaches Deal to Sell Firm
SKYSHOP LOGISTICS: Posts $1.1 Million First Quarter Net Loss

SMOKY MOUNTAIN: Voluntary Chapter 11 Case Summary
SOCIALWISE INC: Posts $2.5 Million Net Loss in March 31 Quarter
SOCKET MOBILE: Posts $928,300 First Quarter Net Loss
SOLAR ENERTECH: Posts $3.1 Million First Quarter Net Loss
SONFISH LLC: Case Summary & 20 Largest Unsecured Creditors

SPANISH FORT TOWN CENTER: In Receivership, Owes Over $83-Mil.
SPANISH POINT: U.S. Trustee Wants Case Converted or Dismissed
SPRYLOGICS INT'L: Repays of Outstanding Debenture
SQUAMISH HOLIDAY INN: Sold to Sandman for $5.8MM in Receivership
STANADYNE HOLDINGS: Incurs $5.62 Million Loss in March 31 Qtr.

STATION CASINOS: Court Confirms Aliante Debtors' Plan
STATION CASINOS: Green Valley Plan Hearing Adjourned to June 8
STATION CASINOS: Tropicana Station Unit in Chapter 11
STATION CASINOS: GVR Wants Committee "Wild Goose Chase" Denied
STEVE MCKENZIE: Court Rules on Law Firm's Security Interest Claim

SUNVALLEY SOLAR: Posts $202,500 Net Loss in First Quarter
SUSPECT DETECTION: Reports $609,300 Net Income in First Quarter
SW OWNERSHIP: Bury & Partners' Critical Vendor Claim Payment OK'd
T3 MOTION: Enters Into Agreement to Amend Class G Warrants
TALON THERAPEUTICS: Incurs $10.41 Million First Quarter Net Loss

TALON THERAPEUTICS: James Flynn Discloses 36.4% Equity Stake
TAM SA: Fitch Rates Proposed Guaranteed Notes at 'B+/RR4'
TEARLAB CORP: Posts $1.7 Million Net Loss in March 31 Quarter
TEMPUS RESORTS: Plan of Reorganization Wins Court Approval
TENET HEALTHCARE: Fitch Affirms 'B-' IDR; Outlook Positive

TITAN ENERGY: Posts $1 Million First Quarter Net Loss
TOLEDO EDISON: Fitch Affirms Issuer Default Rating at 'BB+'
TOYS 'R' US': Fitch Affirms IDR at 'B'; Outlook Stable
TRAILER BRIDGE: Appoints S. Fernandez as Chief Financial Officer
TRIAD GUARANTY: Incurs $4.91 Million First Quarter Net Loss

TRIBUNE CO: Names Eddy Hartenstein as President and CEO
TRIUS THERAPEUTICS: Announces Pricing of $30 Million Financing
TROPICANA ENT: Hearing on Adamar Dismissal Moved to June 30
TROPICANA ENT: Proposes Allocation Dispute Settlements
TROPICANA ENT: C. Seitz Named Mediator in Suit vs. Yung

UNITED COMMUNICATIONS: Posts $394,000 First Quarter Net Loss
UNITED GILSONITE: Asks for Court's Nod to Tap Lenahan & Dempsey
UNITED RENTAL: Fitch Affirms Issuer Default Rating at 'B+'
UNITED STATES OIL: Posts $534,900 Net Loss in First Quarter
VALENCE TECHNOLOGY: Posts $12.7 Million Net Loss in Fiscal 2011

VAN HUNTER: Plan Outline Hearing Set for July 11
VENTO FAMILY: Court OKs Kaemper Crowell for State Court Action
VERLO MATTRESS: Seeks Receivership; Marcus May Buy Firm
VINCENT'S CLAM: 2nd Cir. Rules on Use of Restaurant Trademark
VYCOR MEDICAL: Posts $828,600 Net Loss in First Quarter

WASHINGTON MUTUAL: JPMorgan to Pay for BKK-Related Liabilities
WATERFORD HOTEL: Voluntary Chapter 11 Case Summary
WENDELL P BAUGH: Tenn. Supreme Court Rules on Contract Dispute
WESTERN IOWA ENERGY: Posts $1.2 Million First Quarter Net Loss
WESTMORELAND COAL: Seven Directors Elected at Annual Meeting

WILLIAM H HOEFLING: RBC Claim Subject to Sec. 707 Discharge
WIRELESS NOW: Case Summary & 20 Largest Unsecured Creditors
WORLD HEALTH: Posts $28,200 Net Loss in First Quarter
XZERES CORP: Silberstein Ungar Raises Going Concern Doubt
ZALE CORP: Incurs $8.99 Million Net Loss in April 30 Quarter

ZHONG WEN: Reports $48,500 Net Income in First Quarter

* Thorp Reed & Armstrong Expands Philadelphia Office
* Judge: Foreclosure of Stalled Manhattan Condo May Proceed

* Upcoming Meetings, Conferences and Seminars

                            *********

A-1 PLANK: Bankr. Court Won't Hear Bank's Counterclaim
------------------------------------------------------
In Gillespie Practical Technologies, Inc. and Gilcheck Management,
Inc., v. A-1 Plank & Scaffold Mfg., Inc., and Sunflower Bank,
N.A., Adv. Proc. No. 10-5137 (Bankr. D. Kan.), Chief Bankruptcy
Judge Robert E. Nugent granted the Plaintiffs' request to dismiss
Sunflower Bank's counterclaims pursuant to Federal Rule of Civil
Procedure 12(b)(1) for lack of subject matter jurisdiction and to
voluntarily dismiss their adversary Complaint with prejudice
pursuant to Federal Rule of Civil Procedure 41(a)(2).

The Plaintiffs filed the adversary proceeding against A-1 Plank &
Scaffold Mfg., Inc., and the Bank to determine their interests in
certain shoring and related construction technology known as TABLA
that had been conveyed pre-bankruptcy to the Debtor by related
corporation A-1 Scaffold & Shoring, Inc.

The Bank claimed a first lien in the TABLA products by virtue of
security interests granted to it by Shoring and asserted
counterclaims against the Plaintiffs for patent misuse and
conversion.

A copy of the Court's May 27, 2011 Order is available at
http://is.gd/alyuKjfrom Leagle.com.

                          About A-1 Plank

A-1 Plank & Scaffold Mfg., Inc., and Allenbaugh Family Limited
Partnership sought chapter 11 protection (Bankr. D. Kan. Case
Nos. 10-10379 and 10-10378) on Feb. 21, 2010, and are represented
by Edward J. Nazar, Esq., at Redmond & Nazar, L.L.P., in Wichita,
Kan.  The debtors ceased normal business operations in October
2009 and all operations came to a halt in February 2010.  A-1
Plank & Scaffold disclosed $1.7 million in assets and $11.3
million in liabilities at the time of the filing.  Allenbaugh
disclosed $3.3 million in assets and liabilities of $3.2 million.
Sunflower Bank is the major secured creditor.


ACORN ELSTON: Wants to Engage Road Bay in Plan Negotiations
-----------------------------------------------------------
Acorn Elston, LLC, asks the U.S. Bankruptcy Court for the Southern
District of New York to extend its exclusive periods to file and
solicit acceptances for a proposed chapter 11 plan until June 13,
2011 and Aug. 10, respectively.

The Debtor explains that it is exploring and pursuing alternatives
that will form the basis for a chapter 11 plan -- including
pursuing financing prospects and making restructuring proposals to
Road Bay.  Should these effort to obtain financing bear fruit, the
Debtor will try to engage Road Bay in plan negotiations.

The Court will consider the Debtor's request for exclusivity
extension on June 17, at 11:00 a.m. (Eastern Time).

The Debtor is represented by:

         John J. Rapisardi, Esq.
         Sharon J. Richardson, Esq.
         CADWALADER, WICKERSHAM & TAFT LLP
         One World Financial Center
         New York, NY 10281
         Tel: (212) 504-6000
         Fax: (212) 504-6666

                      About Acorn Elston, LLC

New York City-based Acorn Elston, LLC, filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-14807) on Sept. 11, 2010.
Cadwalader, Wickersham & Taft LLP was tapped to represent the
Debtor in the Chapter 11 case effective April 19, 2011, after
Kasowitz Benson Torres & Friedman withdrew as counsel.   The
Debtor also tapped The Reznick Group as its accountant, and D.E.
Shaw Real Estate Adviser LLC as its financial advisor.  The Debtor
disclosed $21,929,346 in assets and $16,488,389 in liabilities as
of the Chapter 11 filing.

The Court appointed C. Michelle Panovich as receiver with respect
to the Elston Plaza Shopping Center, and its rents, income and
proceeds.


ADVANTAGE RENT: Wants to Pay $5.5 Million for Expenses & Debts
--------------------------------------------------------------
Maryjo Webster at TwinCities.com reports that Advantage Rent A
Car requested a judge's approval to pay out nearly $5.5 million
for expenses and debts incurred during the bankruptcy process.

According to the report, the majority of that, just over $4.9
million, will go to creditors owed money from the months between
late 2008 and mid-2009 when the San Antonio-based company was
operating under Chapter 11 bankruptcy.  The remainder will pay
legal fees for the Minneapolis-based bankruptcy trustee and fees
owed to the U.S. Trustee's office.

TwinCities relates that about $2.8 million will be left in the
estate's coffers, potentially for the remaining creditors, while
the trustee continues to pursue assets.  The trustee, Brian
Leonard, estimates it could be another year before the case is
closed and liquidated assets are divvied up.  He estimates
creditors will receive 40% to 50% of what they are owed.

                  About Advantage Rent A Car

Advantage Rent A Car -- http://www.advantage.com-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.  It is privately held by Denny Hecker Family
Ventures, with headquarter operations in Minneapolis.  Advantage
serves travel and leisure, lifestyle, business, government and
insurance replacement rentals.  The Hecker group of companies
include automobile dealerships, leasing, daily automobile and
motorcycle rental, commercial, and residential real estate
development, aviation, hospitality, and technology.

In December 2008, Advantage Rent A Car filed for Chapter 11
protection in the U.S. Bankruptcy Court for the District of
Minnesota.

On April 14, 2009, the TCR said Hertz Global Holdings, Inc.,
completed its $33 million acquisition of Advantage Rent A Car's
assets.


AES CORP: Fitch Rates $1.05BB Sr. Secured Term Loan at 'BB+'
------------------------------------------------------------
Fitch Ratings has assigned its 'BB+/RR1' ratings to AES
Corporation's (AES) recently launched $1,050 million senior
secured term loan due 2018. The Rating Outlook is Stable.
The term loan will have the same collateral package as the
existing credit agreement, which generally consists of all of the
capital stock of domestic subsidiaries owned directly by AES and
65% of the capital stock of certain foreign subsidiaries owned
directly or indirectly by AES. The collateral also includes
certain inter-company receivables, certain inter-company notes,
and certain inter-company tax sharing agreements of AES.

Fitch's recovery valuation for AES is based on a stress case with
reduced subsidiary distributions to develop a default scenario.
The default case assumes that current cash balances are fully
depleted and bank facilities are fully drawn. Under the recovery
analysis, there is adequate asset value to maintain Recovery
Ratings at 'RR1' for AES' senior secured lenders.

AES proposes to use the net cash proceeds from the new term loan
to finance the recently announced acquisition of DPL Inc. (DPL).
Fitch had affirmed the ratings of AES on the acquisition
announcement, including its 'B+' Issuer Default Ratings (IDR).
Fitch views the acquisition of a regulated utility supportive of
AES' credit quality, since it increases the contribution of
stable, regulated earnings in the overall portfolio mix, thus
offsetting, to a large extent, the impact on credit metrics from
re-leveraging.

The ratings of AES reflect the diversity of subsidiary
distributions, the stability of cash flows from contracted
generation and distribution utilities, the high level of corporate
debt, which is subordinate to its non-recourse project debt, and
the event risk associated with investments in developing markets.
Fitch expects an increase in distributions from recently completed
projects and upcoming projects that are currently either under
development or in construction as well as a new distribution
stream from DPL after the acquisition is completed. The potential
for weakening of global economies is a credit concern.


ALANCO TECHNOLOGIES: Posts $391,800 Net Loss in March 31 Quarter
----------------------------------------------------------------
Alanco Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $391,800 on $0 revenue for the three
months ended March 31, 2011, compared with a net loss of
$1.0 million on $0 revenue for the three months ended March 31,
2010.

Income from discontinued operations for the quarter ended
March 31, 2011, was $800, compared to a loss of $514,900 for the
quarter ended March 31, 2010.  The reduction in loss from
discontinued operations was due to the sale of the RFID Technology
and Data Storage segments that eliminated the $510,000 loss from
discontinued operations (for the RFID Technology and Data Storage
segments) reported for the comparable quarter of the previous
year.

During the nine months ended March 31, 2011, the Company reported
a net loss of $2.4 million, compared with a net loss of
$3.3 million during the nine months ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$18.3 million in total assets, $9.3 million in total liabilities,
$1.2 million in Series B convertible preferred stock, and
stockholders' equity of $7.8 million.

As reported in the TCR on Oct. 12, 2010, Semple, Marchal & Cooper,
LLP, in Phoenix, Ariz., expressed substantial doubt about Alanco
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 suffered
recurring losses from operations, anticipates additional losses in
the next year, and has insufficient working capital as of June 30,
2010, to fund the anticipated losses.

A copy of the Form 10-Q is available at http://is.gd/299L3d

                    About Alanco Technologies

Headquartered in Scottsdale, Arizona, Alanco Technologies, Inc.
-- http://www.alanco.com/-- provides wireless monitoring and
asset management solutions through its StarTrak Systems
subsidiary.  On May 16, 2011, the Company announced the completion
of its sale of subsidiary, StarTrak Systems, LLC, to ORBCOMM Inc.
The total selling price is valued at approximately $18.3 million,
comprised of cash, ORBCOMM securities, and assumed debt, with a
potential additional earn-out of $1.2 million.


ALLIED DEFENSE: Extends Term of Rights Agreement to Dec. 31
-----------------------------------------------------------
The Allied Defense Group, Inc., and Mellon Investor Services, LLC,
as Right Agent, entered into a fifth amendment to a Rights
Agreement, dated as of June 6, 2001, between the Company and the
Rights Agent, as amended.  The Amendment extends the term of the
Rights Agreement through Dec. 31, 2011.

A full-text copy of the Fifth Amendment to Rights Agreement is
available for free at http://is.gd/ANapcM

On May 24, 2011, the Company posted a letter to its shareholders
on its Web site advising of the upcoming dissolution of the
Company and the closing of the Company's stock transfer books.
A copy of the letter is available for free at:

                         http://is.gd/3L4D5H

                   About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA").  Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas.  Corporate is located in
Vienna, Virginia.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.  The period of time required to resolve these
matters is expected to take in excess of one year.

The Company's balance sheet at March 31, 2011, showed
$49.05 million in total assets, $3.44 million in total liabilities
and $45.61 million in net assets in liquidation.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds from the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.  The
$15,000 of cash plus earned interest income remains in escrow as
of March 31, 2011.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company has agreed to delay the filing
of a certificate of dissolution with the Delaware Secretary of
State so that the stockholders may continue to transfer the
Company's common stock while the Company resolves the matters
relating to the U.S. Department of Justice subpoena.  The Company
will delay the filing of a certificate of dissolution with the
Delaware Secretary of State until the earlier of Aug. 31, 2011, or
a resolution of all matters concerning the DOJ.

On Sept. 2, 2010, the Company received a staff determination
letter from NYSE Amex LLC.  The Staff Determination stated that
the Exchange determined that the Company no longer complies with
the requirements for continued listing set forth in NYSE Amex LLC
Company Guide Section 1003(c)(i) as a result of the sale of
substantially all of the Company's assets.  On Sept. 20, 2010, the
Company announced that trading of shares of the Company's common
stock had been transferred from the NYSE Amex to the OTCQBTM
Marketplace effective Monday, Sept. 20, 2010.  The Company's
trading symbol is now ADGI.


AMBAC FINANCIAL: Finds OCI's Term Sheet Disappointing, Says Lawyer
------------------------------------------------------------------
Ambac Financial Group, Inc. considers an offer from the Wisconsin
regulator overseeing the rehabilitation of its operating unit
"disappointing," and intends to file a bankruptcy plan by June,
according to the company's lawyer, Tiffany Kary of Bloomberg News
reports.

At a hearing held on May 25, 2011, Peter Ivanick, Esq., at Dewey
& LeBoeuf LLP, in New York, bankruptcy counsel of AFG, apprised
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York that the Office of the Commissioner
of Insurance of the State of Wisconsin offered a term sheet
laying out a resolution to financial disputes involving AFG and
its operating unit Ambac Assurance Corp., Bloomberg relays.

However, the outline was very disappointing and differed
dramatically from the outline AFG had been discussing with the
OCI since November, Mr. Ivanick commented, Bloomberg notes.  "The
OCI needs to improve its offer drastically and it needs to do so
quickly," Mr. Ivanick said of the OCI, according to Bloomberg.

A separate report by Taylor Rings of The Bond Buyer notes that
Official Committee of Unsecured Creditors of AFG also found the
OCI proposal disappointing, according to Mr. Ivanick.  Mr.
Ivanick declined to point out what specifically was disappointing
about the plan, noting that it would not help the case to go into
details, The Bond Buyer relays.

With or without agreement with the OCI, AFG will file a Chapter
11 plan by June, Mr. Ivanick told Judge Chapman, The Bond Buyer
relates.

Mr. Ivanick stated that he was encouraged by the Creditors'
Committee to file a stand-alone plan, according to The Bond Buyer
report.

AFG's plan will be based on the utilization of $7.3 billion net
in tax loss carryforwards that are in dispute with the U.S.
Internal Revenue Service, Bill Rochelle of Bloomberg News
discloses in another report.

Still, AFG is continuing to talk to the OCI and hopes the OCI
comes back with an improved offer, confirmed Mr. Ivanick, The
Bond Buyer relates.  "But, in any case, we are filing a plan that
embodies an OCI deal or one that does not embody an OCI deal,"
the lawyer continued.

On what implications a new proposal that does not include an OCI
deal might have, Mr. Ivanick says it is possible the OCI may find
that to be a hostile act and there might be an ensuing
litigation, The Bond Buyer adds.

"It remains our objective to reach a consensual agreement amongst
all constituents," said an AFG spokesperson, The Bond Buyer
relays.  "In the event we are not successful in reaching such an
agreement, Ambac will submit a plan that it deems most
achievable, and will do so prior to the expiration of our
exclusivity period in early July."

Bloomberg relates that since AFG filed for bankruptcy in
November, it has been involved in disputes with its constituents,
including AAC, over who gets the $7.3 billion in net operating
losses to use for tax benefits.  The $7.3 billion NOLs is also
subject to a dispute between AFG and the IRS, which challenged
the company's entitlement to the NOLs.  AFG and the IRS are to
commence mediation before retired U.S. District Judge James
Robertson.  The IRS has also blocked the implementation of AAC's
Plan of Rehabilitation in connection with the NOLs.

In a recent filing with the Court, AFG stated that it is involved
in negotiations with the Creditors' Committee and the OCI for a
consensual bankruptcy plan of reorganization.  AFG related that
the proposed terms being negotiated involve complicated tax and
insurance regulatory matters that require time and attention from
its employees to determine the effects of various settlement
proposals on the Debtor's estate.

                   About Ambac Financial

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Has Objection to New York's $116-Mil. Claim
------------------------------------------------------------
Ambac Financial Group, Inc. asks the Bankruptcy Court to disallow
the City of New York Department of Finance's Claim No. 4 for
$116,817,949.

In April 2006, the CNYDF sent the Debtor a "Notice of Proposed
Tax Adjustment," asserting (i) additional corporation taxes
totaling $33,855,985, (ii) interest in the amount of $11,890,112
and, (iii) penalties in the amount of $5,088,755, for a total
assessment of $50,834,853, were due and owing for the years 2000
through 2002.  In May 2006, the Debtor responded to the 2006
Notice, providing a detailed description of the nature of its
guaranteed investment contract or GIC business and Ambac
Assurance Corporation's limited role in the GIC Business.

In September 2009, the CNYDF sent the Debtor another "Notice of
Proposed Tax Adjustments," asserting a tax deficiency of
$43,807,163 consisting of (i) additional taxes in the amount of
$22,193,928, (ii) interest in the amount of $17,623,830, and
(iii) a penalty in the amount of $3,989,404, for the years 2000
through 2002.  The Debtor responded to the 2009 Notice, providing
further explanation of both its corporate structure, the nature
of its GIC Business, and AAC's limited role in that business.
The Debtor also advised the CNYDF that its proposed assessment
violated CNYDF's "Policy Bulletin 2084," "Direct Attribution
Rules," issued on April 2, 1984.

In September 2010, the CNYDF sent the Debtor a "Notice of
Determination," asserting a tax deficiency of $42,339,397,
consisting of (i) additional taxes in the amount of $21,940,995
and (ii) interest in the amount of $20,398,402.  Once again, the
CNYDF failed to explain the basis for the claim, the Debtor
relays.

After the continued failure of the CNYDF to explain the basis for
the assessment of additional taxes, interest, and penalties, the
Debtor submitted a Request for Conciliation Conference to contest
the CNYDF's Notice of Determination dated Sept. 9, 2010.  The
Conciliation Conference was scheduled to take place on Dec. 8,
2010; however, that conference did not occur, inasmuch as the
CNYDF cancelled it in the wake of the Debtor's Chapter 11 filing.

In December 2010, CNYDF filed a proof of claim asserting that the
Debtor owes it $116,817,949, comprised of (i) additional taxes in
the amount of $77,940,995 and (ii) interest in the amount of
$38,876,954, for the tax years 2000 through November 8, 2010
based upon the CNYDF's audit of the Debtor's 2000 through 2002
tax returns and the CNYDF's estimate of the Debtor's alleged
additional tax obligation for the period 2003 through November 8,
2010.  The CNYDF attached a schedule to its proof of claim, in
which it asserted that its claim is based upon "audit" and
"estimated taxes."

However, the schedule merely stated the figures and offered no
further support or explanation, Allison H. Weiss, Esq., at Dewey
& LeBoeuf LLP, in New York, counsel to the Debtor, points out.
She contends that the Debtor's records reflect that the CNYDF is
owed nothing.  As of May 25, 2011, the CNYDF has not identified
or explained the basis for its assessment of approximately $77.9
million in additional taxes and approximately $39 million in
interest for the tax years 2000-2010, she stresses.

According to Ms. Weiss, the CNYDF Claim appears to stem from a
misunderstanding or intentional indifference of the Debtor's
corporate structure relative to the GIC business of certain of
the Debtor's subsidiaries and how these entities, in accordance
with applicable law, account for the income and expense generated
by that business in their consolidated New York City tax returns.
She clarifies that AAC's sole role in the GIC business conducted
by its wholly owned subsidiary Ambac Capital Corporation and its
subsidiaries, Ambac Investments, Inc. and Ambac Capital Funding,
Inc., was to act as guarantor of the GICs and to hold a third
tier security interest in AII's securities as collateral for
AAC's guarantee of the GICs.

"It is thus impossible and illogical to attempt to attribute
investment income or investment expense to ACC for securities AAC
did not own or receive any interest payments thereon," Ms. Weiss
argues.

The Court will consider the Debtor's Objection on June 29, 2011.
Objections are due no later than June 15.

                   About Ambac Financial

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Bankr. Judge OKs $27.1-Mil. Class Suit Settlement
-----------------------------------------------------------------
Judge Shelley Chapman of the U.S. Bankruptcy Court for the
Southern District of New York approved a stipulation that will
permit parties to a $27.1 million settlement in certain securities
class actions against Ambac Financial Group, Inc. to proceed
before a district court for preliminary approval of the
settlement.

The lead plaintiffs In re Ambac Financial Group, Inc. Securities
Litigation; plaintiffs in a putative class action entitled Tolin
v. Ambac Financial Group, Inc.; and certain defendants filed with
the U.S. District Court for the Southern District of New York a
stipulation of settlement incorporating two settlements to
resolve claims in the Securities Action for $33,000,000.  The
first settlement provides for a $27,100,000 settlement fund
established pursuant to the settlement with the Ambac Defendants.
The second settlement contemplates a settlement fund of
$5,900,000 provided by certain underwriter defendants to the
Securities Action.

Pursuant to the Bankruptcy Court-approved stipulation, the
parties agreed to the modification of the automatic stay for the
sole and limited purpose of permitting:

(a) the Settling Parties to seek preliminary approval of the
     Settlement by the District Court;

(b) entry by the District Court of an order preliminarily
     approving the Settlement and directing that notice be
     provided to the Class and payment from the Escrow Account
     of all reasonable notice and administration costs in an
     amount not to exceed $500,000; and

(c) notice to the Settlement Class.

The Debtor previously made clear that they do not seek the
Bankruptcy Court's approval of the Stipulation of Settlement
pursuant to the Stay Stipulation.  The Debtor will seek approval
from the Bankruptcy Court of the Stipulation of Settlement by
separate request.

Before entry of the Bankruptcy Court's ruling, Karthikeyan Veera
filed a letter response to the Stay Stipulation.

Counsel to Mr. Veera, Stephen F. Fearon, Esq., at Squitieri &
Fearon LLP, told Judge Chapman that although Mr. Veera does not
object to the Stipulation Lifting Stay, Mr. Veera objects to the
scope of the release language in the Stipulation of Settlement to
the extent the proposed release could be read to release any of
the claims in the class action entitled Veera v. Ambac Plan
Administrative Committee, et al. No. 10-CV-4191-HB.

In response to Mr. Veera's objection, counsel to the Debtor,
Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York, told
Judge Chapman that because the Veera Letter is not an objection
to the Stay Stipulation, the Bankruptcy Court should proceed to
approve the Stay Stipulation.  He added that the Stipulation of
Settlement is expressly subject to further proceedings, and Mr.
Veera's concerns with the Stipulation of Settlement, if not
resolved, can be addressed at those proceedings.

                   About Ambac Financial

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

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

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

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

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

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

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

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


AMBASSADORS INT'L: Xanterra Completes Acquisition of Windstar
-------------------------------------------------------------
The Denver Business Journal reports that Xanterra Parks & Resorts
has completed the purchase of Windstar Cruises.  The acquisition
follows the U.S. Bankruptcy Court's recent approval of sale of the
assets of Ambassadors International Inc.  TAC Cruise LLC, owned by
Xanterra Holding Corp., won the competitive court bidding process
for Windstar with a $39 million cash bid.  Windstar will operate
as a wholly owned subsidiary of Xanterra Holding, and operations
will continue uninterrupted.

                  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.


AMERICAN INDUSTRIAL: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American Industrial Insulation, Inc.
        501 Terrace Avenue
        Huntington, WV 25705

Bankruptcy Case No.: 11-30380

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  E-mail: joecaldwell@frontier.com

Scheduled Assets: $512,739

Scheduled Debts: $1,565,162

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wvsb11-30380.pdf

The petition was signed by John W. Johnson, II, president.


AMERICAN RESEARCH: Files for Chapter 7 Liquidation
--------------------------------------------------
Chris Baysden at the Triangle Business Journal reports that
American Research Institute Inc., a Morrisville, North Carolina-
based provider of education and training services, has ceased
operations and entered liquidation after nearly a decade in
business.  The Company filed a Chapter 7 petition (Bankr. E.D.N.C.
Case No. 11-____) on May 16, 2001.  The firm disclosed nearly $3.5
million in liabilities and $119,410 in assets.  Creditors include
Icarus Studios LLC of Cary (with a $123,733 claim) and law firm
Nexsen Pruet LLC (a $27,992 claim).


AMERITYRE CORP: Incurs $150,400 Net Loss in March 31 Quarter
------------------------------------------------------------
Amerityre Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $150,426 on $863,383 of revenues for the
three months ended March 31, 2011, compared with a net loss of
$330,074 on $879,702 of revenues for the three months ended
March 31, 2010.

The Company had net revenues of $2.59 million for the nine month
period ended March 31, 2011, a 6.5% decrease over net revenues of
$2.77 million for the nine month period ended March 31, 2010.  For
the nine month period ended March 31, 2011, the Company had a net
loss of $649,204 compared to a net loss of $1.07 million for the
same period in 2010.

The Company's balance sheet at March 31, 2011, showed
$18.28 million in total assets, $9.34 million in total
liabilities, $1.18 million in Series B convertible preferred
stock, and stockholders' equity of $7.76 million.

As reported in the Troubled Company Reporter on Oct. 4, 2010,
HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Amerityre's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
resulted in an accumulated deficit.

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

Boulder City, Nev.-based Amerityre Corporation (OTC BB: AMTY.OB)
-- http://www.amerityre.com/-- engages in the research and
development, manufacturing and sale of polyurethane tires.


AMRIT LAL: Hearing on U.S. Trustee's Dismissal Plea on June 14
--------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, is asking
the U.S. Bankruptcy Court for the Eastern District of Virginia
dismiss the Chapter 11 case of Amrit Lal and Jai Pal.  The U.S.
Trustee explains that there was no order for relief entered and
the Court can dismiss an involuntary case for want of prosecution.

The Court has continued until June 14, 2011, at 11:00 a.m., the
hearing to consider the request to dismiss the Debtors' case.

                          About Amrit Lal

On Nov. 29, 2010, Amrit Lal filed an involuntary Chapter 11
petition (Bankr. E.D. Va. Case No. 10-19964) against Amrit Lal and
Jai Pal, as general partners.  John P. Forest, II, Esq., in
Fairfax, Virginia, represents Amrit Lal.  The court later approved
the Chapter 11 filing.  Amrit Lal and Jai Pal, as general
partners, disclosed $300,000 in assets and $987,592 in liabilities
as of the Chapter 11 filing.


ARETE HOLDING: Must Pay $650,000 for False Claims to Medicare
-------------------------------------------------------------
The Associated Press reports that federal authorities said Arete
Holdings LLC will pay $650,000 to settle allegations that its
sleep medicine and durable medical equipment facilities in Arizona
and Texas submitted false claims to Medicare.  Department of
Justice officials said that Arete Holdings and two affiliates made
false claims to Medicare from Nov. 1, 2002 through Dec. 31, 2009.
Prosecutors said the claims were for diagnostic sleep tests
performed by technicians lacking the licenses or certifications
required by Medicare rules and regulations.  Arete has agreed to
pay the settlement from the proceeds of the sale of its assets.

Based in Scottsdale, Arizona, Arete Holdings owns and operates 19
sleep diagnostic clinics across Arizona, Oregon, Texas.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 11-02009) on Jan. 26, 2011.  Judge Redfield T.
Baum, Sr., presides over the case.  Stinson Morrison Hecker LLP
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


ART ONE: Taps Regis as Property Manager and Leasing Agent
---------------------------------------------------------
ART One Hickory Corporation asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Regis Realty
Prime, LLC, doing business as Regis Property Management, LLC, as
property manager and leasing agent its real property.

The Debtor owns two four-story office buildings located on Valley
View Lane, in Farmer's Branch, Texas.  The Debtor estimates that
One Hickory Centre and Two Hickory Centre are each worth
approximately $11,000,000, such that the property, in the
aggregate, is worth approximately $22,000,000.  The Debtor is
actively marketing the property to lease up the vacant space and
improve cash flow.

The Debtor's total mortgage obligation to Cathay Bank is in the
principal amount of $18,027,362.  The Debtor estimates that it
has approximately $3,972,637 in equity in the property.

Regis' compensation includes:

   -- a property management fee of 3% of gross monthly
      collections;

   -- a construction management fee of 4.5% of the construction
      cost, in the event that Regis supervises the construction of
      tenant improvements;

   -- a base commission rate of 3.5% for new leases and expansions
      of existing leases, assuming no co-broker, Regis will also
      be providing leasing services on a commission basis.  If
      there is a co-broker, the commission rate to Regis would be
      2%, and co-brokers would be paid 4%.  The commission rate
      for lease renewals would be 2% to Regis, with or without a
      co-broker, and 2% to the co-broker, if there is one.

The Debtor relates that the 3% management fee, 4.5% construction
management fee, and the 3.5% base commission rate on new and
expanded leases are customary in the industry, and thus,
reasonable.

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

Regis maintains its offices at One Hickory Centre, 1800 Valley
View Lane, Suite 200, Dallas, Texas.

                           About ART One

Fort Worth, Texas-based ART One Hickory Corporation, aka ART Two
Hickory Corporation owns two four-story office buildings in North
Dallas, Texas.  The first is located at 1800 Valley View Lane,
Dallas, Texas 75234, and is approximately 102,612 square feet.
The second is located at 1750 Valley View Lane, Dallas, Texas
75234, and is approximately 96,124 square feet.

ART One filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-42024) on April 4, 2011.  Robert A. Simon, Esq.,
at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $24,770,573 in assets and
$19,558,705 in liabilities as of the Chapter 11 filing.


ART ONE: Cathay Bank Wants Case Dismissal, Lift Stay
----------------------------------------------------
Cathay Bank asks the U.S. Bankruptcy Court for the Northern
District of Texas to dismiss the Chapter 11 case of ART One
Hickory Corporation as it was filed in bad faith.

Cathay Bank also asks that the Court grant it relief from the
automatic stay to continue with the foreclosure/public auction of
the real properties owned by the Debtor and upon which Cathay Bank
holds liens.  The real property are encumbered by, among other
things, liens granted to Cathay Bank by the Debtor in connection
with certain financing provided by Cathay Bank to the Debtor and
over $1 million in tax lien.

Cathay Bank said the case should be dismissed to stop the
substantial and continuing diminution of the Debtor's bankruptcy
estate as it continues to accrue substantial operating expenses
without sufficient income to fund these expenditures.  Cathay Bank
relates that the Debtor lacks any reasonable likelihood of
rehabilitation.

Cathay Bank is represented by:

         Robert D. Albergotti, Esq.
         Mark Elmore, Esq.
         HAYNES AND BOONE, LLP
         2323 Victory Avenue, Suite 700
         Dallas, TX 75219
         Tel: (214) 651-5000
         Fax: (214) 651-5940
         E-mail: robert.albergotti@haynesboone.com
                 mark.elmore@haynesboone.com

               - and -

         Scott A. Zuber, Esq.
         Steven J. Sheldon, Esq.
         James J. Tancredi, Esq.
         DAY PITNEY LLP
         One Jefferson Road
         Parsippany, NJ 07054
         Tel: (973) 966-6300
         Fax: (973) 966-1015

                           About ART One

Fort Worth, Texas-based ART One Hickory Corporation, aka ART Two
Hickory Corporation owns two four-story office buildings in North
Dallas, Texas.  The first is located at 1800 Valley View Lane,
Dallas, Texas 75234, and is approximately 102,612 square feet.
The second is located at 1750 Valley View Lane, Dallas, Texas
75234, and is approximately 96,124 square feet.

ART One filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-42024) on April 4, 2011.  Robert A. Simon, Esq.,
at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $24,770,573 in assets and
$19,558,705 in liabilities as of the Chapter 11 filing.


ARTECITY PARK: Wants Plan Solicitation Exclusivity Until Aug. 22
----------------------------------------------------------------
Artecity Park LLC, et al., ask the U.S. Bankruptcy Court for the
Southern District of Florida to extend their exclusive periods to
solicit acceptances for their proposed chapter 11 plan until
Aug. 22, 2011.

In its request for a second extension, the Debtor said it is
engaged in good-faith negotiations regarding the terms and timing
of a consensual joint plan to be filed by the Debtors.  The time
will enable the Debtor to finalize negotiations with Corus
Construction Venture LLC and to expedite the plan process.

                              The Plan

As reported in the Troubled Company Reporter on Feb. 16, 2011
according to the current iteration of the disclosure statement
explaining the Plan, the Debtors propose to substantively
consolidate the assets and liabilities of their estates.  Pursuant
to the terms of the Plan:

   i) unpaid allowed administrative expense claims and U.S.
      Trustee fees will be paid in full on the effective date,
      which the Debtors estimate to be April 1, 2011;

  ii) individual holders of allowed priority unsecured deposit
      claims in Class 1 will be paid the allowed amount of their
      claim;

iii) the allowed secured claim of Miami-Dade County Tax Collector
     in Class 2 will be paid from sale proceeds upon the earlier
      closing of sales of condominium units;

  iv) the allowed CCV secured claim in Class 3 will be paid an
      amount equal to the CCV secured claim payment; and

   v) the allowed CCV deficiency claim, allowed unsecured
      mechanics' lien claims, and unsecured claims in Class 4A to
      4C will be paid a quarterly pro rata distribution equal to
      the amount of unsecured claims payment upon the earlier of
      full payment of the CCV secured claim or exit loan.  general
      unsecured claims will receive an estimated distribution of
      between 15% to 40% of their allowed claims.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Artecity_DS.pdf

                      About Artecity Park LLC

Miami Beach, Florida-based Artecity Park LLC filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-31410) on July
26, 2010.  Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider & Grossman LLP, in Miami, Fla., represents the Debtors
as counsel.  The Company estimated assets at $50 million to
$100 million and debts at $10 million to $50 million.

Affiliates Artecity Management IXC (Case No. 10-41406), Artecity
Holding Ltd. (Case No. 10-31407), Artepark South Development LLC
(Case No. 10-31412, BKC-AJC), Artecity Plaza LLC (Case No.
10-31411), Artecity Governor LLC (Case No. 10-31409), and Park
Villas Development LLC (Case No. 10-31413) filed separate
Chapter 11 petitions.  The cases are jointly administered under
Artecity Management, LLC.

The Debtors are engaged in the development of a real estate
condominium project in Miami Beach, Florida, known as the
Aretecity.  The Project includes 202 condominium units in five
multi-level buildings, together with retail spaces, two pools, a
fitness and spa facility, and a parking garage.

Artecity Management manages the Debtors' operations and is the
general partner of Artecity Holding, Ltd.  Artecity Holding owns
100% of the membership interests in Artecity Park LLC, Artecity
Plaza LLC, Artecity Governor LLC, Artepark South Development LLC,
and Park Villas Development LLC.

The U.S. Trustee for Region 21 has not appointed an official
committee of unsecured creditors in the Debtors' cases.


AZTECH RENTALS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Aztech Rentals of San Antonio, Inc
        3439 Rosevelt Ave.
        San Antonio, TX 78214

Bankruptcy Case No.: 11-51824

Chapter 11 Petition Date: May 26, 2011

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: J. Todd Malaise, Esq.
                  MALAISE LAW FIRM
                  909 NE Loop 410, Suite 300
                  San Antonio, TX 78209
                  Tel: (210) 732-6699
                  Fax: (210) 732-5826
                  E-mail: notices@malaiselawfirm.com

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

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

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

The petition was signed by Douglas H. Raney, president.


BARZEL INDUSTRIES: Files Liquidating Plan; DS Hearing June 20
-------------------------------------------------------------
Barzel Industries Inc. and its debtor-affiliates filed a proposed
Chapter 11 plan of liquidation and an explanatory disclosure
statement before the U.S. Bankruptcy Court for the District of
Delaware.

A hearing is set for June 20, 2011, at 4:00 p.m., to consider
approval of the adequacy of the information in the Disclosure
Statement.

The Debtors are proposing the Plan over the alternative of
converting the Debtors' bankruptcy cases to Chapter 7 of the
Bankruptcy Code because the Debtors believe that:

    i) the Plan provides a more orderly liquidation and a greater
       recovery to creditors than a Chapter 7 liquidation,

   ii) the Plan avoids unnecessary costs to the Debtors' estates
       which would accrue should the Debtors' bankruptcy cases be
       converted to Chapter 7 of the Bankruptcy Code.

                  Treatment of Claims and Interests

Class I (Miscellaneous Secured Claims): The Holder of each
Allowed Miscellaneous Secured Claim shall receive at the
discretion of the Barzel Disbursing Agent, (i) from the Cash
held by the Barzel Disbursing Agent, Cash in an amount equal to
(b) the value of the Debtors' property securing such Allowed
Secured Claim or (ii) the property securing such Miscellaneous
Secured Claim. Class I Claims are impaired under the Plan and are
entitled to vote to accept or reject the Plan.

Class II (Prepetition Noteholders Secured Claims): The Holder of
each Allowed Prepetition Noteholders Secured Claim shall receive
(i) within 15 days after the Effective Date, whatever Cash is
remaining with the Barzel Disbursing Agent after (a) the
payment of all Allowed Administrative Claims, Priority Tax Claims,
Class I Miscellaneous Secured Claims, and Class III Priority Non-
Tax Claims and (b) the funding of the Wind-Down Reserve, and (ii)
upon entry of a Final Decree in the Cases, whatever Cash is
remaining with the Barzel Disbursing Agent after the payment of
all post-Confirmation United States Trustee fees and all fees and
expenses of the Barzel Disbursing Agent and its professionals, if
any. The Prepetition Noteholders Secured Claims shall be Allowed
in the amount of $[ ]. Class II Claims are impaired under the Plan
and are entitled to vote to accept or reject the Plan.

Class III (Allowed Priority Non-Tax Claims): Except to the extent
that a Holder of an Allowed Priority Non-Tax Claim has been paid
by the Debtors prior to the Effective Date or has previously
agreed or agrees to a different treatment by stipulation or
otherwise, each Holder of an Allowed Priority Non-Tax Claim shall
receive, in full and complete satisfaction, settlement and release
of and in exchange for such Holder's Allowed Priority NonTax
Claim, Cash from the Cash held by the Barzel Disbursing Agent, in
an amount equal to such Allowed Priority Non-Tax Claim (i) as soon
as reasonably practicable after the Effective Date or (ii) to the
extent such Priority Non-Tax Claim is not an Allowed Claim on the
Effective Date, within 30 days following allowance of such Claim.
Class ill Claims are not impaired under the Plan and are not
entitled to vote to accept or reject the Plan.

Class IV (Allowed General Unsecured Claims): The Record Holders of
Allowed General Unsecured Claims shall receive, in full and
complete satisfaction, settlement and release of and in exchange
for such Holder's Allowed General Unsecured Claim, its pro rata
share of the Barzel Unsecured Claims Cash after taking into
account any fees and expenses of the Barzel Unsecured Claims
Disbursing Agent. Class N Claims are impaired under the Plan and
are entitled to vote to accept or reject the Plan.

Class V (Intercompany Claims. Insider Claims and Claims of the
Canadian Entities): All Intercompany Claims and Insider Claims
shall be deemed released.  All Claims of the Canadian Entities
shall be deemed subordinated to all other Allowed Claims upon
Confirmation of the Plan.  All Holders of Intercompany Claims,
Insider Claims, and Claims of the Canadian Entities shall receive
no distribution under the Plan.  Class V Claims are deemed to
reject the Plan.

Class VI (Equity Interests): Shareholders of the Debtors will
retain no ownership interests in the Debtors under the Plan and
such Interests shall be cancelled effective as of the Effective
Date.  Class VI Interests are deemed to reject the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/BARZEL_DS_01.PDF

                        About Barzel Industries

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

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

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

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

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


BLACK RAVEN: Inks $15.75MM Purchase and Sale Agreement with Adena
-----------------------------------------------------------------
Black Raven Energy, Inc., on May 17, 2011, entered into a Purchase
and Sale Agreement with Adena Badger Creek, LLC, relating to the
acquisition by the Company of oil and gas properties in the Adena
Field in Morgan County, Colorado.  The acquisition consists of an
80% working interest in 18,760 gross acres, with a purchase price
of $15.75 million, subject to adjustments for production after the
effective date and other matters.  The Company has an agreement
with a strategic partner to purchase 30% of the 80% working
interest.  Closing of the transaction is subject to customary
closing conditions.  The Company may terminate the agreement if it
has not obtained financing for the acquisition on or before the
scheduled closing date.  The Company intends to close the
acquisition in mid to late June.  The Adena Field consists of an
active waterflood in the J Sand, and existing primary oil
production in the shallower D Sand.  The Company estimates that
the proved reserves, net to the 80% working interest, is 2.76
million barrels of oil equivalent.  The Company intends to fund
the acquisition through debt, with development activity funded by
cash flow.

                         About Black Raven

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., currently operates as an independent energy
company engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States.  On Feb. 2, 2009, in connection with its
emergence from bankruptcy, PRB Energy changed its corporate name
to Black Raven Energy, Inc.

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On Jan. 16, 2009, the Bankruptcy Court entered an order confirming
PRB Energy reorganization plan.  The Plan became effective Feb. 2,
2009.

The Company reported a net loss of $3.26 million on $469,000 of
total revenue for the year ended Dec. 31, 2010, compared with net
income of $20.71 million on $460,000 of total revenue during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$14.51 million in total assets, $24.36 million in total
liabilities, and a $9.85 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Deloitte & Touche LLP,
in Denver, Colorado, noted that the Company's recurring losses
from operations and stockholders' deficit raise substantial doubt
about its ability to continue as a going concern.


BLOCKBUSTER INC: NCR Sues Over Termination of Trademark Deal
------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that NCR Corp., which is behind Blockbuster Inc.'s network
of movie-rental kiosks, is suing over a request to terminate its
right to use the Blockbuster Express trademark, arguing that it
hasn't violated terms of the contract for the partnership deal.

The lawsuit was filed Friday in the U.S. District Court in
Wilmington, Delaware.  The licensing agreement enables NCR to use
the blue-and-yellow logo on the nearly 9,000 movie kiosks it
operates across the country.

DBR recounts that Blockbuster sent a letter in early May to NCR
that stated the company's plans to end the agreement -- a move
that came shortly after Dish Network Corp. closed a deal to buy
Blockbuster's assets for $320.6 million through a bankruptcy
auction.  Blockbuster later put its request to terminate the NCR
deal before a bankruptcy judge.

According to DBR, NCR said the termination will cause it both
substantial hardship and irreparable harm.  The lawsuit asked for
a judge to declare that a Blockbuster-controlled trust, which
signed the licensing agreement and later sent its own termination
letter, has no basis for terminating the contract.  NCR said the
March 2009 licensing agreement, which gave it permission to use
the trademark until 2016, was entered between NCR and a
Blockbuster-controlled trust, a Delaware entity that isn't in
bankruptcy.  The agreement, NCR said, isn't with Blockbuster
itself or its new owners.  The NCR lawsuit also laid out the terms
that would have to be violated in order for the trust to terminate
the agreement, adding that it hadn't violated those terms.

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

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


BRANDYWOOD HOUSING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brandywood Housing, Ltd.
        dba Brandywood Apartments
        6411 Spencer Highway
        Pasadena, TX 77505

Bankruptcy Case No.: 11-20306

Chapter 11 Petition Date: May 26, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ALBERTSON, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-9411
                  E-mail: jpostnikoff@gpalaw.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/txnb11-20306.pdf

The petition was signed by Walter O'Cheskey, president of
Brandywood Apartments, Inc., general partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
American Housing Foundation            09-20232   04/21/09


BROADCAST INT'L: Incurs $747,000 First Quarter Net Loss
-------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $746,965 on $1.68 million of net sales for the three
months ended March 31, 2011, compared with a net loss of
$2.90 million on $1.78 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$7.69 million in total assets, $21.26 million in total
liabilities, and a $13.56 million total stockholders' deficit.

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

                        http://is.gd/BgGJO7

                    About Broadcast International

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

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

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

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


CARLISLE APARTMENTS: RECAP Buys Out McCullough Stake for $600K
--------------------------------------------------------------
Debtor The Carlisle Apartments, L.P., has been granted authority
by Judge Stuart M. Bernstein to enter into a settlement agreement,
together RECAP Investments XI - Fund A, L.P., RECAP Investments XI
- Fund B, L.P., and Carlisle GP, Inc., on the one hand, with
McCullough Harris, LLC, Donald E. Phillips, Phillips Development &
Realty, LLC, and Ovation Realty Management, LLC, on the other
hand, and Compass Bank.

RECAP Investments, as limited partner, and McCullough Harris,
general partner, are parties to a Carlisle Partnership for the
development of a 372-unit apartment project in Mecklenberg County,
North Carolina.  The Partnership borrowed $23.4 million from
Compass Bank in 2008 for the project.

RECAP and McCullough are in dispute over RECAP's conversion of
McCullough's interest in the Partnership and appointment of
Carlisle GP as sole general partner of the Partnership.  The
disputing parties commenced lawsuits against each other in North
Carolina and New York.  McCullough also questioned New York as the
proper venue for the Debtor's case.  The parties are also
asserting claims against each other.

To resolve their dispute, the Settling Parties agree on (i) the
termination of all litigation, (i) the release of all claims
between them, and (iii) the purchase by RECAP Investments of 100%
of interest in the Debtor held by the McCullough Parties for
$600,000 cash.

A copy of the Settlement Agreement is available for free at:

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

Judge Bernstein further rules that the venue of the Debtor's
bankruptcy case is appropriate, and the Motion to Transfer Venue
filed by McCullough Harris is deemed dismissed with prejudice.

The Carlisle Apartments, L.P., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-16805) in Manhattan on Dec. 27, 2010.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.  Peter Alan Zisser, Esq., at Squire,
Sanders & Dempsey LLP, in New York, serves as bankruptcy counsel
to the Debtor.  Gordian Group, LLC, is the investment banker and
financial advisor.


CASCADE FINANCIAL: Posts $2.6-Mil. First Quarter Net Loss
---------------------------------------------------------
Cascade Financial Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $2.6 million on net interest income
(before provision for loan losses) of $8.8 million for the three
months ended March 31, 2011, compared with a net loss of
$32.1 million on net interest income (before provision for loan
losses) of $9.7 million for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$1.457 billion in total assets, $1.402 billion in total
liabilities, and stockholders' equity of $54.6 million.

On March 4, 2011, the Company announced that the Company, Cascade
Bank, and Opus Bank entered into a definitive agreement, providing
for Opus Bank, a California-chartered bank located in Irvine,
California, to acquire the Company and the Bank, and for the
merger of the Bank into Opus Bank.  According to the terms of the
merger agreement, Opus Bank will pay approximately $16.25 million
to retire the Company's $39.0 million in preferred stock and the
associated warrant issued to the United States Department of the
Treasury under the Treasury's Capital Purchase Program, and
$5.5 million in cash to the holders of the Company's common stock.
The purchase price for the Company's common stock represents
approximately $0.45 per share outstanding.  In addition, Opus Bank
will assume all of the Company's obligations with respect to the
trust preferred securities issued by the Company's trust
subsidiaries.

The proposed transaction is subject to the approval of the
Company's shareholders at a special meeting of shareholders to be
held on May 31, 2011, the approval of federal and state regulatory
authorities, and other customary conditions.  The parties expect
to close the transaction in the latter part of the second quarter
of 2011.

The Company and the subsidiary Bank were considered "under-
capitalized" as of March 31, 2011.

As reported in the TCR on March 29, 2011, Moss Adams, LLP, in
Everett, Washington, expressed substantial doubt about Cascade
Financial's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted of the
Company's two consecutive years of operating losses, high levels
of non-performing assets, and stipulation to the issuance of a
consent order.

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

                       http://is.gd/TxKfFY

Everett, Washington-based Cascade Financial Corporation (NASDAQ:
CASB) -- http://www.cascadebank.com/-- is a bank holding company
incorporated in the state of Washington in 2003.  At March 31,
2011, the Company's wholly-owned subsidiaries were Cascade Bank,
and Cascade Capital Trusts I, II, and III, formed to hold trust
preferred securities.


CASTLE HILL II: Fitch Ratings 'BB+' Rating on Subordinated Notes
----------------------------------------------------------------
Fitch Ratings has affirmed and revised Loss Severity (LS) ratings
and Outlooks for four classes of notes issued by Castle Hill II --
INGOTS Ltd./Corp. (Castle Hill II):

   -- $108,712,401 class A first priority senior secured notes due
      2014 affirmed at 'AAAsf/LS2'; Outlook Stable;

   -- $22,000,000 class B-1 second priority floating-rate interest
      deferrable secured notes due 2014 affirmed at 'Asf'; revised
      to 'LS3' from 'LS4'; Outlook to Stable from Negative;

   -- $6,000,000 class B-2 second priority fixed-rate interest
      deferrable secured notes due 2014 affirmed at 'Asf'; revised
      to 'LS3' from 'LS4'; Outlook to Stable from Negative;

   -- $15,714,336 residual interest subordinated notes due 2014
      affirmed at 'BB+sf; revised to 'LS3' from 'LS4'; Outlook to
      Stable from Negative.

The affirmations and Stable Outlooks are based on positive
portfolio performance and improved credit enhancement to the rated
notes resulting from the deleveraging of the class A notes from
portfolio sales and amortization, as well as the diversion of
interest to satisfy the subordinate principal replenishment amount
(SPRA). Castle Hill II exited its reinvestment period in 2007;
however, the manager maintains the flexibility to reinvest
unscheduled principal proceeds in collateral that meets specified
criteria. Since Fitch's last review the portfolio quality has
improved to an average rating of 'B+/B' from 'B-', exposure to
assets considered 'CCC' or below and defaulted has decreased to
10.8% from 28.7% and 1.4% from 8.8%, respectively. All
overcollateralization and interest coverage tests are passing
their minimum threshold.

The SPRA is a structural feature designed to maintain a minimum
amount of asset coverage to the subordinate notes. If after the
reinvestment period the SPRA is not satisfied, part or all of the
excess spread that would otherwise be available to the residual
interest subordinated notes is diverted to repay the notes
sequentially, starting with the class A notes. At Fitch's last
review in April 2010 excess spread was being diverted to the class
A notes to satisfy the SPRA. Since the last review, approximately
$1.4 million of excess interest was distributed to the class A
notes until the SPRA was satisfied after the July 2010 payment
date.

The subordinated notes receive Basic Interest, Additional
Interest, Supplemental Interest and Contingent Interest from the
interest waterfall. All but Basic Interest receipts are used to
reduce the rated principal balance. Failure of the SPRA feature
caused distributions of Additional Interest, Supplemental Interest
and Contingent Interest to go to paydown the notes; however,
payments Additional Interest resumed once the feature was brought
into compliance. Since closing, the residual interest subordinated
notes have received $34.3 million in distributions in excess of
the Basic Interest amount, reducing the rated principal balance to
$15.7 million, or 31.4% of the initial rated principal balance.

The ratings of the class A notes address the likelihood that
investors will receive full and timely payments of interest per
the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date. The rating
of the class B-1 and B-2 notes addresses the likelihood that
investors will receive ultimate and compensating interest payments
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date. The rating
of the subordinated notes addresses the ultimate payment of Basic
Interest while the rated principal balance is outstanding and the
ultimate repayment of principal by the stated maturity date. For
avoidance of doubt, all distributions to the residual interest
subordinated notes in excess of the Basic Interest are applied to
reduce the rated principal balance.

The notes carry Loss Severity (LS) ratings. The LS ratings
indicate each tranche's potential loss severity given default, as
evidenced by the ratio of tranche size to the base-case loss
expectation for the collateral, as explained in Fitch's 'Criteria
for Structured Finance Loss Severity Ratings'. The LS rating
should always be considered in conjunction with the notes' long-
term credit rating.

Castle Hill II is a cash flow collateralized loan obligation (CLO)
that closed in September 2002 and is managed by Sankaty Adivsors,
LLC. The five-year reinvestment period ended on Oct. 15, 2007. The
portfolio is comprised of 92.6% senior secured loans, 6.3% senior
unsecured and second lien loans and 1.1% corporate bonds. The
stated maturity of the transaction is in October 2014.


CATALYST PAPER: Two Mills' Q2 Downtime Hiked to 25 Days
-------------------------------------------------------
Catalyst Paper indicated that total downtime at its Powell River
and Snowflake mills in the second quarter is expected to be 25
days rather than 14 days as previously announced.  In addition, a
cable equipment tray fire at the Powell River mill late Friday
afternoon will idle the mill's No. 9 paper machine until late this
week and the No. 10 paper machine until late next week as repairs
are completed.

At Powell River, the total mill outage in May was increased from
five to 10 days to enable additional repairs and testing of
equipment in the main steam line serving the mill's operations.
The outage also permitted the mill to complete the necessary tie-
ins for the G12 energy project preventing further impacts on the
mill's operation later in the year.  The $12 million G12 project
is funded through credits from the Federal government's Green
Transformation Program.

As previously announced, three factors at Snowflake - limited
availability of affordable waste paper, a total mill planned
maintenance outage and a storage yard fire - have increased mill
downtime by six days in the quarter over the earlier forecast of
nine days.

                        About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

The Company's balance sheet at March 31, 2011 showed
C$1.64 billion in total assets, C$1.25 billion in total
liabilities and C$389.60 million in equity.

                          *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CB HOLDING: Wells Fargo Can Apply Collateral for $3.6-Mil. LC
-------------------------------------------------------------
The Hon. Mary f. Walrath of the U.S. Bankruptcy Court for the
District of Delaware, granted lenders, Wells Fargo Capital
Finance, Inc., and Ally Commercial Finance LLC, relief from
automatic stay to apply cash collateral against draws by
beneficiaries under certain standby letters of credit for the
benefit of CB Holding Corp., et al.

The Lenders are authorized to apply funds in the collateral
account against the amount of $3,667,388 that has been drawn on LC
9416 since the Petition Date.

The Lenders related that collateral account was established for
the sole purpose of securing amounts drawn under Letters of
Credit.  The $3,300,000 draw on April 26, 2011, under LC 9416
closed out that letter of credit, and the Debtors have no equity
in the funds held by Wells to secure it.  Furthermore, the
$1,365,000 in the collateral account is not necessary to an
effective reorganization - particularly where the estates are
liquidating.

Wells Fargo related that the balance of issued and outstanding
Letters of Credit was approximately $3,952,388.  The letter-of-
credit amounts arise out of two Letters of Credit issued by Wells
for the account of debtor Charlie Browns Acquisition Corp. on
June 21, 2007 as part of the financing.

The first Letter of Credit was issued in an original amount of
$550,000.  Since LC 9415 issued, there have been two amendments,
which in the aggregate reduced the amount available under LC 9415
to $285,000.  On Dec. 16, 2010, there was a postpetition draw of
$50,000 under LC 9415.

The second Letter of Credit was issued in an original amount of
$1,465,078.  Since LC 9416 issued, a series of amendments have
increased the aggregate amount available under LC 9416 to
$3,667,388.  On March 23, 2011, there was a postpetition draw of
$337,455 under LC 9416.  On or about April 26, 2011, the Debtors
drew the remaining $3,329,932 outstanding under LC 9416.

As of Nov. 17, 2010, the Debtors were liable to the lenders in
an aggregate amount of approximately $70,243,251.

Ally Commercial is represented by:

         VEDDER PRICE P.C.
         Douglas J. Lipke, Esq.
         Jonathan E. Aberman, Esq.
         222 N. LaSalle, Suite 2600
         Chicago, IL 60601
         Tel: (312) 609-7500
         Fax: (312) 609-5005

         David B. Stratton, ESq.
         PEPPER HAMILTON LLP
         Hercules Plaza
         1313 Market Street, Suite 5100
         P.O. Box 1709
         Wilmington, DE 19899
         Tel: (302) 777-6566
         Fax: (302) 421-8390

Wells Fargo is represented by:

         BINGHAM MCCUTCHEN LLP
         Julia Frost-Davies, Esq.
         One Federal Street
         Boston, MA 02110
         Tel: (617) 951-8000
         Fax: (617) 951-8736

         Katherine G. Weinstein, Esq.
         399 Park Avenue
         New York, NY 10022
         Tel: (212) 705-7000
         Fax: (212) 752-5378

                        About CB Holding

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

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

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


CHANTICLEER HOLDINGS: Reports $225,700 1st Quarter Net Income
-------------------------------------------------------------
Chanticleer Holdings, Inc.,filed its quarterly report on Form 10-
Q, reporting net earnings of $225,707 on $441,313 of revenue for
the three months ended March 31, 2011, compared with a net loss of
$266,164 on $28,333 of revenue for the same period last year.

Revenue for the three months ended March 31, 2011, includes
$400,000 received in 2011 for services provided in completion of
the purchase of Hooters of America, Inc., and Texas Wings, Inc.,
by HOA Holdings, LLC.

The Company's balance sheet at March 31, 2011, showed $1.6 million
in total assets, $565,291 in total liabilities, and stockholders'
equity of $1.0 million.

Creason & Associates, P.L.L.C., in Tulsa, Oklahoma, expressed
substantial doubt about Chanticleer Holdings' ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
substantial net losses and negative cash flows from operations for
the past several years, along with negative working capital.  "In
addition, the Company has future plans that may require
substantial financial obligations."

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

                       http://is.gd/DuKF9p

Headquartered in Charlotte, N.C., Chanticleer Holdings, Inc. (OTC
BB: CCLR) -- http://www.chanticleerholdings.com/-- was formed in
2005 as a business development company and converted to an
operating holding company in 2008.  The Company is engaged in
asset management and consulting through its wholly-owned operating
subsidiaries.

Chanticleer Advisors invests in privately held or publicly-traded
small or micro-cap, value-based opportunities through its private,
managed pools of capital.  Avenel Ventures provides business
management and consulting services at the board and management
level.  Additionally, the Company is part of a consortium that
purchased 120 Hooters restaurants from Hooters of America and 41
restaurants from Texas Wings, the largest franchisee.


CHESAPEAKE ENERGY: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed Chesapeake Energy Corporation's
(Chesapeake; NYSE: CHK) 'BB' Issuer Default Rating (IDR) and
revised the Rating Outlook to Positive from Stable.

Key drivers to the rating affirmation and the revision of the
Outlook to Positive stem from:

   -- Management's actions to reduce debt more quickly than
      anticipated after the announcement of the company's '25/25
      Plan';

   -- Increased oil production providing cash flow diversification
      away from natural gas production;

   -- Anticipation of less aggressive leasehold acquisition
      activity in 2011 and 2012;

   -- Increased capital expenditure flexibility as drilling to
      maintain leaseholds for natural gas properties continues to
      fall throughout 2011 and into 2012;

   -- Significant value associated with Chesapeake's existing
      joint ventures and the associated $4 billion of drilling
      carries to support production and reserve growth targets
      without the need for additional borrowings.

Catalysts for future positive rating actions include:

   -- Continued strong operational performance including achieving
      organic reserve growth of greater than 100% combined with
      strong F&D (finding and development) and FD&A (finding,
      development and acquisition) costs and growing production
      levels;

   -- Funding capital expenditures out of operating cash flows
      with all leasehold acquisitions funded from asset sales and
      monetizations, combined with significantly reduced leasehold
      acquisitions in the future;

   -- Achieving further reductions to leverage metrics including
      E&P debt/PD (proved developed reserves) below $8.00/boe
      (barrels of oil equivalent);

   -- Continued execution of the '25/25 Plan' including making
      debt reductions permanent through additional reductions in
      senior unsecured note balances (beyond the net $1 billion
      achieved to date) as opposed to reductions in credit
      facility borrowings which have previously been re-borrowed.

Chesapeake's ratings continue to be supported by the size and low
risk profile of its oil and gas reserves which now approximate
15.6 trillion cubic feet equivalent (tcfe). In addition,
Chesapeake continues to post very robust reserve replacement
results including organic reserve growth of 510% and 399% for the
one-year and three-year periods respectively. Equally important to
strong reserve growth are the competitive F&D costs at which the
company is able to replace reserves. At year-end 2010, Chesapeake
achieved one- and three-year F&D costs of $5.94/boe and $7.65/boe
respectively. Both the strong reserve replacement metrics and the
onshore location of Chesapeake's reserves highlight the low risk
nature of the company's reserves.

Credit metrics improved as of March 31, 2011, as Chesapeake
generated latest 12 months (LTM) EBITDAX of $5 billion which
resulted in interest coverage of 6.2 times (x), and leverage as
measured by debt-to-EBITDAX of 2.1x. While improvements stemmed
from modest improvements to EBITDAX, significantly reduced debt
was the key driver for the improvements to the credit metrics.

Free cash flow (cash flow from operations less capital
expenditures and dividends) was negative $10 billion during the
LTM period, driven primarily by continued spending on leasehold
acquisitions as the company shifts toward liquids-rich shale plays
and continued weak natural gas pricing. During the first quarter,
leasehold expenditures fell from fourth-quarter levels but
remained elevated relative to 2010 first-quarter levels.

E&P debt/boe of proved reserves was an estimated $4.79/boe at the
end of the first quarter and E&P debt/PD is estimated at
approximately $8.71/boe. E&P debt/flowing barrel fell to
approximately $24,069/boe at the end of the quarter from year-end
levels of $33,892/boe. Fitch calculated E&P debt includes balance
sheet debt, asset retirement obligations, estimates for the debt
associated with volumetric production payments (VPPs), and other
corporate financings including the real estate surface leases in
the Barnett Shale and the Barnett Shale headquarters financing
transaction.

Liquidity improved during the first quarter after the low levels
of liquidity reported at year-end 2010. The presence of commodity
price hedges and growing oil production levels continue to support
operating cash flow levels while reduced leasehold acquisitions
should support less aggressive borrowings under the company's
credit facility. Chesapeake's liquidity stems from cash balances
($849 million on March 31, 2011), remaining availability of
approximately $4 billion on the primary senior secured credit
facility (as of March 31, 2011) and from operating cash flows
($4.5 billion for the LTM period ending March 31, 2011). Debt
maturities do not occur until the 2013 maturity of the company's
$464 million 7.625% senior unsecured notes.

Key covenants are primarily associated with the senior secured
credit facility (maturing in December 2015) and include maximum
debt-to-book capitalization (70% covenant threshold) and maximum
total debt-to-EBITDA (4.0x covenant level). Unrealized hedging
gains and losses are excluded from the covenant calculations and
the company also has carve-outs in the credit facility for
ceiling-test write-down impacts on the capitalization calculation.
It is important to note that Chesapeake's credit facility
currently contains a borrowing base which is subject to an annual
redetermination. Chesapeake has currently pledged approximately
38% (as of March 31, 2011) of its assets toward the credit
facility and maintains the flexibility to increase security levels
in order to maintain the current borrowing base should commodity
prices fall to lower levels. Chesapeake was in full compliance
with regard to covenants in its credit facility at the March 31,
2011.

Fitch affirms these ratings on Chesapeake:

   -- IDR at 'BB';

   -- Senior unsecured debt at 'BB';

   -- Senior secured revolving credit facility at 'BBB-';

   -- Convertible preferred stock at 'B+'.

The Rating Outlook is Positive.


CHINA CGAME: Posts $4.7 Million Net Loss in First Quarter
---------------------------------------------------------
China CGame, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $4.7 million on contract revenues earned
of $8.8 million for the three months ended March 31, 2011,
compared with a net loss of $3.5 million on contract revenue
earned of $11.5 million for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$139.9 million in total assets, $106.4 million in total
liabilities, and stockholders' equity of $33.5 million.

As reported in the TCR on April 26, 2011, Samuel H. Wong & Co.,
LLP, in San Mateo, Calif., expressed substantial doubt about China
CGame'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 $23.2 million in the current year.
"As of Dec. 31, 2010, the Company has an accumulated deficit of
$11.2 million due to the fact that the Company continued to incur
losses over the past few years.  The Company also has difficulty
to maintain sufficient working capital for operation activities."

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

Changzhou, China-based China CGame, Inc. (Nasdaq: CCGM) is a self-
developer of online games and provider of high-end building
envelope architectural systems.


CHINA IVY: Posts $924,300 Net Loss in First Quarter
---------------------------------------------------
China Ivy School, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $924,313 on $1.69 million of revenues for
the three months ended March 31, 2011, compared with a net loss of
$352,811 on $1.66 million of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed
$18.08 million in total assets, $17.73 million in total
liabilities, all current, and stockholders' equity of $348,562.

As reported in the TCR on April 8, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about
China Ivy School's ability to continue as a going concern,
following the Company's 2010 results.  Mr. Studer noted that, as
of Dec. 31, 2010, and 2009, the Company had a working capital
deficit of $12,255,303 and $11,038,871, respectively.  "The
Company also had an accumulated deficit of $5,949,928 as of Dec.
31, 2010."

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

Based in Jiangsu Province, China, China Ivy School, Inc., operates
an educational facility under the name "Blue Tassel School" which
provides a comprehensive curriculum required by the government of
the People's Republic of China, supplemented by a broad range of
elective courses which may be chosen from by the school's
students.


CHINA RENEWABLE: Posts $94,700 First Quarter Net Loss
-----------------------------------------------------
China Renewable Energy Holdings, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $94,708 on $843,224 of
revenue for the three months ended March 31, 2011, compared with a
net loss of $75,121 on $271,250 of revenue for the same period of
2010.

The Company's balance sheet as of March 31, 2011, showed
$1.0 million in total assets, $1.4 million in total liabilities,
all current, and a stockholders' deficit of $411,524.

De Leon & Company, P.A., in Pembroke Pines, Fla., 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 suffered recurring
losses from operations, net capital deficiencies, and negative
cash flows from operations.

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

Based in Wanchai, Hong Kong, China Renewable Energy Holdings,
Inc., was incorporated under the laws of the State of Florida on
Dec. 17, 1999.  The Company was originally organized to provide
business services and financing to emerging growth entities, and
later redirected its business focus to market and to distribute
energy-efficient products in China.


CHINA TEL GROUP: Enters Into Amended Purchase Pact with Isaac
-------------------------------------------------------------
China Tel Group, Inc., and Isaac Organization, Inc., entered into
a Second Amended and Restated Stock Purchase Agreement.  The
parties originally entered into a stock purchase agreement on
Feb. 9, 2010, subsequently amended the Isaac SPA on March 5, 2010,
and then amended and restated the Isaac SPA, as amended, on May 9,
2010.  The Second A&R Isaac SPA supersedes entirely the terms of
the prior operative A&R Isaac SPA.  The stock which is the subject
of all of the Parties' stock purchase agreements consists of
shares of the Company's Series A common stock, together with
warrants granting the holder the right to acquire Shares.  The
material changes between the Second A&R Isaac SPA and the terms of
the prior A&R Isaac SPA are as follows:

  1. Isaac's price per Share is reduced both prospectively and
     retroactively.  Under the A&R Isaac SPA, the nominal price
     per Share was $1.50.  However, Isaac was entitled to issuance
     of additional shares without additional payment pursuant to a
     fully diluted calculation performed quarterly.  Pursuant to
     the terms of the A&R Isaac SPA and prior to the Effective
     Date of the Second A&R Isaac SPA, Isaac has paid $25,109,659,
     has been issued 29,166,110 Shares, and is entitled to
     issuance of 4,465,782 Shares that have not been issued.
     Isaac's total weighted average price per Share under the A&R
     Isaac SPA is therefore $0.7466.  Under the terms of the
     Second A&R Isaac SPA, for all Shares Isaac purchased between
     Feb. 8, 2010, through Nov. 30, 2010, the price per Share is
     adjusted to $0.2637, which is equal to the volume-weighted
     average of the closing price of Shares for the time period
     June 1, 2010, through Nov. 30, 2010.  For all Shares Isaac
     purchased between Dec. 1, 2010, through Dec. 31, 2010, the
     price per Share is adjusted to $0.1707, which is equal to the
     volume-weighted average of the closing price of Shares during
     that time period.  For all Shares Isaac purchased between
     Jan. 1, 2011, through the Effective Date of the Second A&R
     Isaac SPA, as well as for all Shares Isaac purchases after
     the Effective Date of the Second A&R Isaac SPA, the price per
     Share is the volume-weighted average of the closing price of
     Shares for the ten-day trading period immediately preceding
     the date the Company received or in the future receives any
     Installment.  In no event will the price per Share be less
     than $0.18 for any Installment received after the Effective
     Date.  The total aggregate number of Shares to which Isaac is
     entitled based on retroactive adjustments to the Purchase
     Price is 71,519,975 Shares.  The Company has received
     $6,017,000 from Isaac between Jan. 1, 2011, and the Effective
     Date.

  2. The number of Warrants Isaac is entitled to receive is
     increased and the Warrant exercise price is reduced, both
     prospectively and retroactively.  Under the A&R Isaac SPA,
     Isaac was entitled to receive one Warrant for each dollar
     paid toward the Purchase Price.  Pursuant to the terms of the
     A&R Isaac SPA and prior to the Effective Date of the A&R
     Isaac SPA, Isaac is entitled to issuance of 25,109,659
     Warrants, none of which have been issued.  Pursuant to the
     Second A&R Isaac SPA, the Company will instead issue one
     Adjusted Warrant for each Share Isaac has been issued
     pursuant to the A&R Isaac SPA, one Warrant for each
     Additional Share, and one Warrant for each Share Isaac
     purchases in the future.  Under the A&R Isaac SPA, each
     Warrant had an exercise price of $1.00.  The total aggregate
     number of Adjusted Warrants to which Isaac is entitled is
     105,151,867, inclusive of 25,109,659 Warrants earned by Isaac
     pursuant to the A&R Isaac SPA that have not been issued.
     Under the Second A&R Isaac SPA, the exercise price is
     adjusted as follows: (i) for Adjusted Warrants earned based
     on Installments received between February 8 and Nov. 30,
     2010, the exercise price will be $0.211, which is equal to
     80% of the volume weighted average of the closing price of
     Shares for the time period June 1, 2010 through Nov. 30,
     2010; (ii) for Adjusted Warrants earned based on Installments
     received between December 1 and Dec. 31, 2010, the exercise
     price will be $0.137, which is equal to 80% of the volume
     weighted average of the closing price of Shares during that
     time period; and (iii) for Adjusted Warrants earned based on
     Installments received between Jan. 1, 2011, and May 2, 2011,
     as well as for Warrants earned based on receipt of future
     Installments, the exercise price will be the volume-weighted
     average of the closing price of Shares for the ten-day
     trading period immediately preceding the date the Company
     received or in the future receives the Installment giving
     rise to the right to issuance of the Warrant or Adjusted
     Warrant.  The exercise price of Warrants and Adjusted
     Warrants is not subject to a cashless exercise, unless both
     parties agree in writing.

  3. The time period during which Isaac has the right to exercise
     a Warrant is reduced prospectively and in part retroactively.
     Under the A&R Isaac SPA, each Warrant had a five year
     exercise period, as measured from the date each Warrant
     became subject to issuance.  Under the Second A&R Isaac SPA,
     each of the Adjusted Warrants earned based on an Installment
     received on or before Dec. 31, 2010, will have the same five-
     year exercise period as the original Warrant it is intended
     to replace, which exercise period relates back to the date
     Isaac earned each Adjusted Warrant.  Each of the Warrants or
     Adjusted Warrants earned based on an Installment received
     after Dec. 31, 2010, will have an exercise period of three
     years, which exercise period will either relate back or will
     begin to run from the date Isaac earned or earns each Warrant
     or Adjusted Warrant.

  4. The Company's obligations to periodically issue Isaac
     additional Shares pursuant to a fully diluted calculation
     whenever the Company issues shares, options or warrants to
     others is eliminated.

  5. Isaac's right to purchase a minimum of $205,000,000 worth of
     Shares, which would constitute 27.9% of the total equity of
     the Company, is eliminated.

  6. Isaac's maximum investment is reduced from $360,000,000 to
     $75,109,659.

  7. The time period during which the Company is entitled to make
     Funding Requests to receive Installments is extended from
     Dec. 31, 2011, to June 30, 2012.

  8. The Company's obligation to use the proceeds of the Purchase
     Price solely towards deployment of broadband
     telecommunications networks or sales, general and
     administrative expense is eliminated.

Other material terms of the Second A&R Isaac SPA that are similar
or identical to the A&R Isaac SPA are as follows:

  9. The Parties intend to enter into a separate Registration
     Agreement, under which Shares and Warrants issued to Isaac
     may enjoy "piggyback" rights if the Company registers any of
     its Shares in the future.

10. The Company has the right to terminate Isaac's rights under
     the Second A&R Isaac SPA if Isaac fails to pay any
     Installment after a Funding Request and before expiration of
     the Grace Period.  In such instance, the Company may issue a
     Notice of Termination for Monetary Default, in which event
     the Company is entitled to cancel 10% of the Shares, Warrants
     and Warrant Shares previously issued to Isaac.

A full-text copy of the Second Amended and Restated Stock Purchase
Agreement is available for free at http://is.gd/gqlUeM

                          About China Tel

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

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

The Company's balance sheet at Dec. 31, 2010 showed $3,888,292 in
total assets, $28,11,423 in total current liabilities, all
current, $35,483 in mandatory redeemable Series B common stock,
and a $24,260,614 total stockholders' deficit.

As reported by the TCR on April 21, 2011, Mendoza Berger &
Company, LLP, in Irvine, California, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred a net loss of $56,041,182 for
the year ended Dec. 31, 2009, cumulative losses of $165,361,145
since inception, a negative working capital of $68,760,057, and a
stockholders' deficit of $63,213,793.


CHINESEWORLDNET.COM INC: Recurring Losses Cue Going Concern Doubt
-----------------------------------------------------------------
Chineseworldnet.com Inc. filed on May 13, 2011, its annual report
on Form 20-F for the fiscal year ended Dec. 31, 2010.

Chang Lee LLP, in Vancouver, Canada, expressed substantial doubt
about 's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses from
inception and requires additional financing for its intended
business operations.

The Company reported net income of $296,604 on $1.7 million of
revenue for 2010, compared with a net loss of $402,209 on $906,455
of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $2.2 million
in total assets, $384,673 in total liabilities, all current, and
stockholders' equity of $1.8 million.

A complete text of the Form 20-F is available for free at:

                       http://is.gd/R6zgvM

Vancouver, Canada-based Chineseworldnet.com Inc. was incorporated
under the laws of Cayman Islands on Jan. 12, 2000.

The Company's business is to provide online internet services
through its Chinese world-wide-web site.  The online internet
services comprise banner advertisements, web page hosting and
maintenance, online promotion for customers, translation services,
investment seminars, investment handbooks, website contest events,
and subscription fees.


CITY NATIONAL BANCSHARES: KPMG Raises Going Concern Doubt
---------------------------------------------------------
City National Bancshares Corporation filed on May 27, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

KPMG LLP, in Short Hills, New Jersey, expressed substantial doubt
about City National Bancshares' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has entered into a
consent order with the Office of the Comptroller of the Currency.

The Company reported a net loss of $7.5 million on $12.8 million
of net interest income for 2010, compared with a net loss of
$7.8 million on $14.7 million of net interest income for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$387.3 million in total assets, $364.4 million in total
liabilities, and stockholders' equity of $22.9 million.

A copy of the Form 10-K is available at http://is.gd/5UkOxf

                  About City National Bancshares

Newark, N.J.-based City National Bancshares Corporation is a New
Jersey corporation incorporated on January 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

The Bank owns a 35.4% interest in a leasing company, along with
two other minority banks and has small investments in a Haitian
financial organization that provides microloan financing to
individuals in rural Haiti for business purposes and a mutual fund
which invests in targeted projects throughout the country that are
eligible for Community Reinvestment Act ("CRA") credit.


CLEAN BURN: Court Okays Edward Sanz as CRO
------------------------------------------
The U.S. Bankruptcy Court Middle District of North Carolina has
approved Clean Burn Fuels LLC's request to employ Edward Sanz and
the firm of Anderson Bauman Tourtellot Vos & Co. as financial
consultant and chief restructuring officer to perform such
services as may be necessary to assist and advise Clean Burn in
the Chapter 11 proceeding.

                        About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor in the Chapter 11
case.  The Debtor has tapped Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, LLP, as special counsel to represent it in
state court litigation matters.

In its schedules, the Company disclosed $79,516,062 in assets and
$79,218,681 in liabilities.  The schedules valued its ethanol
plant at $72,000,000, securing at $66,225,571 claim by a lender.

The U.S. Trustee appointed a four-member official committee of
unsecured creditors in the bankruptcy case.  The committee tapped
Charles M. Ivey, III, and his law firm, Ivey, McClellan, Gatton &
Talcott, LLP, as counsel in the Chapter 11 case.


CLEAN BURN: Buhler Aeroglide Seeks Creditors' Committee Membership
------------------------------------------------------------------
Buhler Aeroglide asks the U.S. Bankruptcy Court Middle District of
North Carolina to enter an order directing its inclusion to the
Official Committee of Unsecured Creditors of Clean Burn Fuels LLC.

Another creditor, Lumbee River Electric Membership Corporation,
earlier filed the same request.

                        About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor in the Chapter 11
case.  The Debtor has tapped Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, LLP, as special counsel to represent it in
state court litigation matters.

In its schedules, the Company disclosed $79,516,062 in assets and
$79,218,681 in liabilities.  The schedules valued its ethanol
plant at $72,000,000, securing at $66,225,571 claim by a lender.

The U.S. Trustee appointed a four-member official committee of
unsecured creditors in the bankruptcy case.  The committee tapped
Charles M. Ivey, III, and his law firm, Ivey, McClellan, Gatton &
Talcott, LLP, as counsel in the Chapter 11 case.


COMMUNITY SHORES: Incurs $734,200 Net Loss in First Quarter
-----------------------------------------------------------
Community Shores Bank Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $734,219 on $2.79 million of total
interest income for the three months ended March 31, 2011,
compared with a net loss of $440,405 on $3.02 million of total
interest income for the same period a year ago.

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.

An annual meeting of the Company's shareholders was held on
May 12, 2011.  At the meeting, the Company's shareholders voted
on, and approved, each of these two matters:

   (1) election of Gary F. Bogner and Robert L. Chandonnet, class
       I directors, each for a three year term; and

   (2) ratification of the appointment of Crowe Horwath LLP as the
       Company's independent registered public accounting firm for
       2011.

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

                        http://is.gd/XvLjpC

                       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.

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.


COMPETITIVE TECHNOLOGIES: Reports $29,400 Net Income in Q1 2011
---------------------------------------------------------------
Competitive Technologies, Inc., filed its quarterly report on Form
10-Q, reporting net income of $29,434 on $1.8 million of product
sales for the three months ended March 31, 2011, compared with a
net loss of $739,465 on $517,675 of product sales for the three
months ended April 30, 2010.

The Company's balance sheet at March 31, 2011, showed $5.0 million
in total assets, $4.3 million in total liabilities, all current,
and stockholders' equity of $721,814.

As reported in the Troubled Company Reporter on Nov. 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' ability to continue as a
going concern, following the Company's results for the fiscal year
ended July 31, 2010.  The independent auditors noted that at
July 31, 2010, the Company has incurred operating losses since
fiscal year 2006.

A copy of the Form 10-Q is available at http://is.gd/15lr5b

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  CTTC's principal technology is
the non-invasive Calmare pain therapy medical device, which uses
the biophysical "Scrambler Therapy" technology, and was developed
in Italy by CTTC's client, Professor Giuseppe Marineo.  The
Calmare device is currently being manufactured for sale by CTTC's
partner, GEOMC Co., Ltd. of Seoul, Korea.


COMPOSITE TECHNOLOGY: Seeks $30 Million to Fund Bankruptcy Exit
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Composite Technology Corp.
is hunting for $30 million in new debt and equity financing to
help it emerge from Chapter 11 bankruptcy protection.

                   About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com-- develops,
produces, and markets energy efficient and renewable energy
products for the electrical utility industry.  During the fiscal
year ended Sept. 30, 2010, the Company operated with one operating
segment, the cable segment operated as CTC Cable Corporation.  The
CTC Cable segment sells ACCC conductor, a composite core, high
capacity, energy efficient overhead conductor for transmission and
distribution lines, and manufactures and sells ACCC core, the
composite core component of the conductor, along with hardware
connector accessories specifically designed for ACCC applications.
It sells ACCC products directly to customers and through various
distribution agreements both internationally and in North America.
As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC
conductor installed.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The McIntosh Group and
Marsch Fischman & Breyfogle LLP serve as special intellectual
property counsel.


CONGRESS SAND: Plan Confirmation Hearing Set on June 29
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on June 29, 2011, at 9:30 p.m., to consider
confirmation of the Amended Chapter 11 Plan of Reorganization of
Congress Sand and Gravel, LLC and Congress Materials, LLC.

The Court approved the Disclosure Statement explaining the Chapter
11 Plan, as amended on May 11, 2011, on May 24.

According to the Disclosure Statement, as amended, the Plan
contemplates payments to all allowed claims against the Debtors
out of cash on hand and out of revenue generated from operations
by the Reorganized Debtors.

                 Treatment of Claims and Interests

   Class of Claims                Estimated Percentage Recovery
   ---------------                -----------------------------
Class 2: Equity Bank ($504,000)                100%

Class 3: Continental Bank($625,000)            100%

Class 4: Bank of the Ozarks ($125,000)         100%

Class 5: Chiron Equipment                      100%
  Claim (385,000)

Class 6: Deere Congress ($140,000)             100%

Class 8: U.S. Bank ($23,275)                   100%

Class 9: Patriot Bank (85,000)                 100%

Class 11: City of Garland ($210,000)           100%

Class 12: Ford Motor Credit ($18,000)          100%

Class 13: Chrysler Finance ($1,500)            100%

Class 14: Oppenheimer, Blend, Harrison
  & Tate and Green Aggregates US
  Trustee fees ($55,000)                       100%

Class 15: General Unsecured Creditors
  - Small Claims under $2,000 or
  creditors who reduce their claims
  to $2,000 ($52,000)                          100%

Class 16: General Unsecured
  Creditors ($1,859,000)                       5.38%

Class 19: SureTec Insurance
   Co. Claim $246,000                          100%

Class 20: GE Capital
Corporation ($392,368)                           0%

Class 23: Membership Interests (N/A)             0%

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CONGRESSSAND_DS418.pdf

                    About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37526) on
Oct. 28, 2010.  It estimated assets and debts at $10 million
to $50 million.

Kerens, Texas-based Congress Sand filed for Chapter 11 bankruptcy
protection on Oct. 28, 2010 (Bankr. N.D. Tex. Case No. 10-
37522).  It estimated its assets and debts at $1 million to
$10 million.

Congress Materials' bankruptcy case is jointly administered with
Congress Sand & Gravel, LLC.  Congress Sand is the lead case.
Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn,
LLC, assists Congress Sand and Congress Materials in their
restructuring efforts.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No. 07-
53439) filed a separate Chapter 11 petition on Dec. 31, 2007.


CONNECTOR 2000: Chapter 9 Debt Repayment Plan Declared Effective
----------------------------------------------------------------
Connector 2000 Association, Inc., notified the U.S. Bankruptcy
Court for the District of South Carolina that the effective date
of its First Amended Plan for Adjustment of Debts occurred on
April 21, 2011.

As reported in the Troubled Company Reporter on April 4, 2011,
Judge David R. Duncan issued an order on April 1 confirming the
Debtor's Plan Pursuant to Chapter 9 of the Bankruptcy Code.

The TCR reported on Jan. 24, 2011, that the approval of the
disclosure statement explaining the Plan was made possible by a
settlement with the South Carolina Department of Transportation.
In July, the SCDOT sought dismissal of the Chapter 9 case because
Connector 2000 is not a "municipality".  The settlement avoided
holding trial on eligibility for Chapter 9.

The Plan deals with $224 million in senior bonds, $88 million in
subordinated bonds, and $20 million in other liabilities.  The
Plan calls for giving the senior bondholders about $146 million in
Tier 1 and Tier 2 bonds.  The new bonds will mature between 2011
and 2051.  Subordinated debt holders, if they vote for the plan,
would receive $2.2 million in Tier 3 bonds.  The revised
Disclosure Statement says that the Tier 1 bonds will consume 71.5%
of projected net revenue while the second-tier bonds take up 16.5%
of net revenue.  A copy of the Disclosure Statement is available
for free at http://bankrupt.com/misc/Connector2000_DS.pdf

The Plan provides for the settlement of a Class 6 claim filed by
Lehman Brothers Inc.  Under the Plan, Lehman will be allowed an
$800,000 claim.

A copy of the Court's April 1, 2011 Confirmation Order is
available at http://is.gd/ra1YDPfrom Leagle.com.

                      About Connector 2000

Piedmont, South Carolina-based Connector 2000 Association Inc., is
a non-profit association set up by the South Carolina Department
of Transportation to finance, construct and operate the 16-mile
toll road known as the "Southern Connector" in Greenville County,
and to build the South Carolina Highway 153 Extension.

Connector 2000 filed for bankruptcy protection under Chapter 9 of
the Bankruptcy Code (Bankr. D. S.C. Case No. 10-04467) on June 24,
2010, estimating both assets and debts to be between $100 million
and $500 million. Judge David R. Duncan presides over the case.
Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd P.A., serves
as bankruptcy counsel.


CONSTAR INT'L: Six Board Members for Reorganized Entity Named
-------------------------------------------------------------
BankruptcyData.com reports that Constar International filed with
the U.S. Bankruptcy Court a First Amendment to the Plan Supplement
for its First Amended Joint Chapter 11 Plan of Reorganization,
dated Feb. 22, 2011.  The Supplement contains the identity of the
Company's new board members.  Specifically, Exhibit C of the Plan
Supplement (Identity of New Board) was amended to include the
names of the new board members of Constar International Holdings:

   1. Grant H. Beard;
   2. Eric A. Balzer;
   3. Stephen H. Deckoff;
   4. Lawrence V. Jackson;
   5. L. White Matthews, III; and
   6. Philip Raygorodetsky.

                     About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 08-13432) in December 2008, with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on
Jan. 11, 2011, with a Chapter 11 plan negotiated with holders of
75% of the holders of $220 million in senior secured floating-rate
notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar filed for Chapter 11 protection with a pre-arranged
debt-for-equity exchange, expected to be completed by mid-2011.
The Company and holders of more than 75% of its senior secured
floating- rate notes agreed on a restructuring plan that would
reduce debt by as much as $150 million.


CRYSTALLEX INT'L: Auditors Report Has "Going Concern" Note
----------------------------------------------------------
Crystallex International Corporation confirmed that the auditors'
report received from its independent public accounting firm on its
audited financial statements for the fiscal year ended Dec. 31,
2010, contained a going concern explanatory note.  Crystallex's
Annual Financial Statements were included in Crystallex's Form 40-
F filed with the Securities and Exchange Commission on April 1,
2011.

As at Dec. 31, 2010, the Company had negative working capital of
$91.7 million, including cash and cash equivalents of $16.1
million.  Management estimates that the existing cash and cash
equivalents, without receipt of proceeds from equipment sales or
other sources of financing, will not be sufficient to meet the
Company's obligations and budgeted expenditures during 2011
including the July 15, 2011, semi-annual interest and the
principal amount of the $100 million notes payable due on Dec. 23,
2011.  The unilateral cancellation of the MOC by CVG and the
subsequent arbitration claim may impact on the Company's ability
to raise financing.  These uncertainties raise substantial doubt
as to the ability of the Company to meet its obligations as they
come due and, accordingly, as to the appropriateness of the use of
accounting principles applicable to a going concern.

The public confirmation of the "going concern" note is required by
Section 610(b) of the NYSE AMEX Company Guide, which requires a
listed company that receives an audit opinion that contains a
going concern qualification to make a public announcement of such.
The announcement does not represent any change or amendment to
Crystallex's Annual Financial Statements or to its Annual Report
on Form 40-F for the fiscal year ended Dec. 31, 2010.

                 About Crystallex International

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

The Company reported a net loss of $48.19 million for the year
ended Dec. 31, 2010, compared with a net loss of $313.90 million
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$51.81 million in total assets, $98.46 million in outstanding
debt, and a $60.62 million shareholders' deficiency.


CONSTELLATION BRANDS: Fitch Affirms 'BB' IDR; Outlook Positive
--------------------------------------------------------------
Fitch Ratings has affirmed Constellation Brands, Inc.'s (NYSE:
STZ) Issuer Default Rating (IDR) at 'BB'. The Rating Outlook is
revised to Positive from Stable.

Rating Rationale:

The Positive Outlook reflects STZ's greater than expected debt
reduction in fiscal year (FY) 2011 and its continuing commitment
to reducing debt. STZ's debt has declined dramatically since May
31, 2008, when the company's debt levels peaked at almost $5.3
billion. As of Feb. 28, 2011, STZ had $3.2 billion of debt. The
reduction was funded by solid free cash flow (FCF) generation and
proceeds from asset dispositions.

Fitch recognizes STZ also prioritizes returning cash to
shareholders as evidenced by its $500 million share repurchases
authorization. However, Fitch expects this program to be funded
with internally generated cash flow. Share repurchases are
expected to be executed over a multi-year horizon.

STZ's ratings reflect the company's leading market positions and
well-known portfolio of wine, spirits and beer brands. The ratings
balance general profitability stability, good operating margins,
consistent FCF generation and declining leverage against the
company's acquisitive nature.

Key Rating Drivers:

The rating could be positively affected by achieving leverage,
defined as total debt-to-adjusted operating EBITDA, closer to 3.0
times (x) and prudently managing share repurchases below the level
of FCF generation. A lower leverage target range than 4.0x to 3.0x
would also positively affect the rating.

Operating results materially below expectations could lead to a
stabilization of the Outlook. Fitch notes the company grew volume
in North America in FY 2011 but operating margins slipped due to
heightened promotional activity. Should promotional activity
increase from FY 2011 levels, STZ's results could suffer as it
seeks to pullback on promotions.

A resumption of large debt-financed acquisitions could lead to a
Stable Outlook or negative rating actions. STZ has a history of
large debt-financed acquisitions. While STZ is currently focusing
on organic growth of its businesses, the company stated that it
would be open to acquisitions. STZ is limiting its targets to
those that would be accretive and fit with the company's premium
positioned portfolio of wine, spirits and beer.

Liquidity, Leverage and Debt Structure:

STZ's liquidity remains adequate. As of Feb. 28, 2011, the company
had a liquidity position of $762.4 million including $753.2
million of availability under its revolving credit facilities and
$9.2 million of cash and equivalents. The company has a light
maturity schedule in FY 2012 with $15.9 million long-term debt
maturing before facing substantially higher maturities in fiscal
2013, 2014, and 2015 of $471.1 million, $468.7 million, and $650.3
million respectively. Fitch expects the company to direct a
significant portion of FCF towards debt reduction but will need to
refinance a good portion of upcoming maturities as it
simultaneously executes its share repurchase program. Debt
balances are expected to be reduced but not at the same pace as
the prior two years.

The company has consistently generated FCF, averaging over $300
million of FCF annually over the past five years. After recording
$530 million of FCF in fiscal 2011, the company expects to
generate between $600 million and $650 million of FCF in fiscal
2012. Fitch views this range as reasonable given anticipated
continued solid operating performance, the completion of large
restructuring programs, and the cash tax benefits of its most
recent divestiture.

As a result of the company's significant deleveraging, credit
protection measures have improved with leverage down to 3.6x at
the end of fiscal 2011 from 4.4x last year and adjusted EBITDA
plus equity income/interest expense up to 4.5x from 3.2x. Equity
income is included since Crown Imports LLC, the company's joint
venture (JV), contributes almost all of that income and pays a
cash dividend that is in line with the equity income. Moderate
improvement in these measures is expected over the next couple of
years, absent any debt financed acquisitions, with sustained debt
reduction and moderate earnings growth. Under its bank loan
facility, it is required to maintain total debt to adjusted EBITDA
less than 5.5x and interest coverage greater than 2.5x. As of Feb.
28, 2011, the company had ample latitude with respect to both
measures.

Fitch believes the security of the credit facility, being equity
in subsidiaries rather than hard assets, is relatively weak and
therefore has chosen not to distinguish between the secured credit
facility rating and the senior unsecured notes rating at the 'BB'
level. STZ's capital structure does not provide an advantage
structurally to any one issue. STZ is the issuer of all the
company's notes outstanding and the borrower under its credit
agreements for its facilities.

Fitch has affirmed these ratings:

   -- IDR at 'BB';

   -- Secured bank credit facility at 'BB';

   -- Senior unsecured notes at 'BB'.

The Rating Outlook is revised to Positive from Stable.

Fitch's ratings of STZ are maintained as a service to the users of
its ratings. STZ's ratings are based on public information.


CONTESSA PREMIUM: Court Approves DLA Piper as IP Counsel
--------------------------------------------------------
Contessa Premium Foods, Inc., obtained authorization from the U.S.
Bankruptcy Court for the Central District of California to employ:

         DLA PIPER LLP (US)
         1999 Avenue of the Stars, Suite 400
         Los Angeles, CA 90067-6023

as intellectual property counsel.

The Debtor relates that in November 2008, it engaged DLA Piper
as special intellectual property counsel.  With the assistance
of DLA UK attorneys, DLA Piper represented the Debtor on both
transactional and litigation matters in the United States and
internationally.

DLA Piper will continue to represent on intellectual property
matters that develop during the course of its Chapter 11 case.

DLA Piper will, among other things:

   a. investigate, research, and analyze legal and factual issues;

   b. negotiate with other parties; and

   c. draft and prepare documents.

The Debtor says that prepetition, DLA Piper received $287,619 on
account of services performed.  DLA Piper said that the Debtor
incurred certain fees and expenses for legal services rendered by
DLA Piper with respect to intellectual property matters.  As of
the Petition Date, $75,028 fees and expenses remain unpaid.

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

                   About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Kelley
Drye & Warren LLP represents the Debtor in its restructuring
effort.  Craig A. Wolfe, Esq., at Kelley Drye & Warren LLP, and
Jeffrey W. Dulberg, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as the Debtor's local/
conflicts counsel counsel.  Scouler & Company, LLC, serves as
financial advisors.  Imperial Capital, LLC serves as investment
banker.  Holthouse Carlin & Van Trigt LLP serves as auditors and
accountants.  The Debtor scheduled $49,370,438 in total assets and
$35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


CONTINENTAL COMMON: Court to Hear Disclosure Statement on June 9
----------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas will consider adequacy of the
disclosure statement explaining Continental Common, Inc.'s Chapter
11 Plan of Reorganization on June 9, 2011 at 9:00 a.m.  The
hearing was originally scheduled for May 9.

The Plan provides for the Debtor to continue to manage and operate
the three properties it owns: (i) an office building located at
1010 Common St. in New Orleans, LA 70112 and various associated
ground leases and land; (ii) approximately 43.433 acres of
undeveloped land located at 4600, 5201, 5224, and 5325 Shadydell
Circle in Fort Worth, TX; and nd (iii) approximately 17.115 acres
of undeveloped land located at 11600 Luna Road, Farmers Branch,
TX.

Under the Plan, the Debtor will use the net cash flow of the
Properties, funds currently on hand, funds to be contributed by
the Reorganized Debtor's equity holder, and proceeds from sales of
the Properties to enable the Debtor to meet operating expense and
to pay creditors.  Until and unless the Properties are sold or
refinanced, or until operating revenues are increased to a
sufficient level, Transcontinental Realty Investors, Inc., the
entity or its designee acquiring the equity of the Debtor, will
need to contribute funds to fund the initial payments to be made
under the Plan and to enable the Debtor to meet its obligations
under the Plan, and TCI has agreed to contribute up to $1.2
million of such funds.

The perfected liens and security interests held by any lender will
be continued, preserved and retained to secure the unpaid balance
of that lender's Allowed Secured Claims.  TCI or its designee will
receive 100% of the equity interests in the Reorganized Debtor on
account of its contributions and the new value it is providing in
funding the Plan.

Under the Plan, lender secured claims will be paid in full.
Convenience class claims and other allowed general unsecured
claims will be paid 100% of the allowed amount without interest.
The subordinated claims of TCI will receive pro rata distributions
of their share of proceeds from any sale.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CONTINENTALCOMMON_DiscStm.pdf

                About Continental Common, Inc.

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


COSO GEOTHERMAL: Fitch Cuts Rating on Trust Certificates to 'B'
---------------------------------------------------------------
Fitch Ratings has downgraded the rating of Coso Geothermal Power
Holdings, LLC's (CPG) pass-through trust certificates due 2026 to
'B' from 'B+'. The rating is removed from Negative Watch and
assigned a Negative Outlook.

Rating Rationale:

   -- Capacity at the Coso geothermal project declined 5% in 2010
      from 2009 levels, and Fitch's projections are based on
      currently depressed levels of energy output;

   -- Average net capacity has declined in each month since
      December 2010, whereas Fitch expected capacity to stabilize
      or improve following its rating action in November 2010;

   -- Fitch's projections of Coso's financial performance in a
      moderately stressed rating case indicate that the debt
      service coverage ratio (DSCR) could range between 0.9 times
      (x) and 1.2x over the next five years;

   -- The financial profile is particularly vulnerable through the
      next eight months, as the January 2012 rent payment
      represents the peak of Coso's debt repayment profile;

   -- Favorably, Coso revealed this week that it was able to amend
      the terms of its power purchase agreement (PPA), postponing
      a capacity test and increased collateral requirement that
      would have otherwise pressured credit quality;

   -- The Negative Outlook reflects the potential for further
      declines in energy production from the geothermal resource
      and other operating risks that could negatively affect
      output.

Key Rating Drivers:

   -- The risk of further decline in the geothermal resource and
      associated power production;

   -- The level of capital expenditures necessary to stabilize
      resource production levels;

   -- Continued support from the sponsors to fund improvement
      projects at the resource.

Security:

Each tranche of the certificates represents an undivided interest
in a related pass-through trust, which holds the lessor notes (the
notes) issued by the owner lessors. The notes are the sole
collateral and source of repayment for the certificates.

Credit Summary:

Capital improvements in 2009-10 to stem resource output depletion
have proven largely ineffective. Fitch recognizes that a
combination of previous wellfield work, mechanical enhancements to
the above-ground facilities, and potential alternative sources of
injection water could contribute to the stabilization or recovery
of output. However, at this time output is the overwhelming risk
to this credit, and its continued decline has brought DSCRs close
to breakeven levels.

Favorably, Coso's off-taker, Southern California Edison (SCE), has
deferred pending collateral requirements and capacity tests under
the Coso Clean Power (CCP) power purchase agreement (PPA) through
December 2016. While pricing will revert back to the original
contract rate through December 2013, thereafter Coso will have the
option to elect a higher CCP rate if actual output improves and
meets contractual thresholds. The agreement allows the Navy I
plant to join the CCP PPA and provides five years of relief from
posting the additional collateral payment.

Fitch recognizes that the sponsor has stepped in when needed with
equity to support funding of capital expenditures. However, there
is no certainty that the sponsors will continue to provide funding
in the future.

Overall, the credit remains acutely exposed to weak performance of
the geothermal resource. DSCRs are expected to fall short of
breakeven in 2012 under a moderately stressed rating case. Semi-
annual debt service payments will begin to decline after 2012, and
the financial profile could improve in the long term with
stabilization and improvement of project capacity and output.

CGP is a special-purpose company formed to lease and operate the
Coso project, which consists of three interlinked geothermal power
plants located in Inyo County, CA. Coso provides royalty payments
to the U.S. Navy and the Bureau of Land Management for use of the
geothermal resource. Under a series of PPAs, Coso's entire output
will be sold to Southern California Edison Company (rated with an
IDR of 'A-', Stable Outlook, by Fitch) through January 2030. Cash
flows from both Coso and Beowawe, an affiliated geothermal project
in Nevada, are available to service CGP's rent payments under the
CGP lease. Rent payments are the sole source of cash available to
pay debt service on the pass-through trust certificates.


CRAIG CARRIER: Court Lifts Contempt Order Against Triple C
----------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney reversed his April 15 order
which found Triple C Transport Inc., in contempt for failing to
turn over trucking units to White Farms Trucking, Inc., and Craig
Carrier Corp.  The April 15 ruling was reported by the Troubled
Company Reporter on April 20.

According to Judge Mahoney, Triple C did substantially and
significantly comply with the April 15 order and did not
intentionally violate the April 15 order.  That portion of the
order of April 15, 2011, regarding monetary sanctions is vacated.

On April 22, 2011, the Debtors filed a status report concerning
compliance with the contempt order.  The status report informs
that Triple C had delivered and endorsed all existing insurance
checks to the Debtors' counsel as required by the contempt order.
Further, Triple C had provided the insurance adjustor with signed
and completed proof of loss for any and all claims as required by
the contempt order.  Triple C had provided a detail sheet with
exact location of units "abandoned, parked, unplated or in use."
Although there were some discrepancies in the list, the status
report asserts that the Debtors believe, based upon available
information, that Triple C has substantially, but not fully,
complied with this aspect of the contempt order.  The status
report further lists numerous units that as of that time had not
been delivered and the status report claims that Triple C, at that
date, was still operating some of the units for its own business
purposes.

The chief executive officer of Integrated Freight Corporation,
Paul Henley, testified that IFC and Triple C had acted in good
faith with regard to the bankruptcy.  IFC had advanced $50,000 to
the Debtor for attorney fees to enable the Debtor to file the
Chapter 11 cases.  He said the idea of the Chapter 11 cases was to
have been to stop any replevin actions of the trucks and to
reorganize the financial situation so the Debtors and Triple C
could remain in business with payments flowing through the Debtors
to the entities that provided financing for the trucks.

A copy of Judge Mahoney's May 20, 2011 Order is available at
http://is.gd/EIoKtvfrom Leagle.com.

          About White Farms Trucking and Craig Carrier

White Farms Trucking, Inc., and Craig Carrier Corp., LLC, own
numerous trucking units, including tractors and trailers, and, at
one time, operated trucking businesses.  The trucking units have
been financed and all, or almost all, are subject to perfected
security interests held by financing entities such as People's
United Equipment Finance Corp. and Navistar Financial Corporation.
The businesses were sold to Integrated Freight Corporation and its
subsidiary, Triple C Transport, Inc.  White Farms Trucking and
Craig Carrier then leased the trucking units to Triple C
Transport, Inc., and its parent company.

White Farms Trucking and Craig Carrier filed for Chapter 11
bankruptcy (Bankr. D. Neb. Case Nos. 10-43797 and 10-43798) on
Dec. 21, 2010, represented by Robert V. Ginn, Esq. --
rvgbknotice@huschblackwell.com -- at Husch Blackwell Sanders.
In their petitions, White Farms Trucking and Craig Carrier each
estimated $1 million to $10 million each in assets and debts.


DANAOS CORP: Files Form F-3; Registers 23.94MM Common Shares
------------------------------------------------------------
Danaos Corporation filed with the U.S. Securities and Exchange
Commission a Form F-3 registration statement relating to the
resale of up to an aggregate of 23,945,945 shares of common stock
of the Company by Danaos Investments Limited as Trustee of the 883
Trust.  These shares consist of shares of the Company's common
stock that the Company issued pursuant to a subscription agreement
between the Company and the selling stockholder in a transaction
exempt from the registration requirements of the Securities Act of
1933.

The Company will not receive any of the proceeds from the sale of
these shares by the selling stockholder, or by its respective
pledgees, donees, transferees or other successors in interest.

The Company's common stock is traded on the New York Stock
Exchange under the symbol "DAC."  The last reported sale price of
the Company's shares on May 24, 2011, was $6.24 per share.

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

                        http://is.gd/ZumeLL

                     About Danaos Corporation

Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC)
-- http://danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The Company operates through a number of
subsidiaries incorporated in Liberia and Cyprus.  As of May 31,
2010, the Company had a fleet of 45 containerships aggregating
193,629 TEUs, making the Company among the largest containership
charter owners in the world, based on total TEU capacity.

As reported in the Troubled Company Reporter on June 22, 2010,
PricewaterhouseCoopers S.A., in Athens, Greece, 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 Company noted of the
Company's inability to comply with financial covenants under
its current debt agreements as of Dec. 31, 2009, and its
negative working capital deficit.

PricewaterhouseCoopers S.A.'s report regarding the 2010 financial
results did not contain a substantial doubt about the Company's
ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed US$3.58
billion in total assets, $US$3.11 billion in total liabilities and
US$474.80 million in total stockholders' equity.


DANAOS CORP: Files Form F-3; To Issue Warrants and Common Stock
---------------------------------------------------------------
Danaos Corporation filed with the U.S. Securities and Exchange
Commission a Form F-3 registration statement relating to the
initial issuance of shares of common stock by the Company upon
exercise of 15,000,000 warrants by persons other than the original
holders of such warrants.  It also covers the resale by such
selling holders of 8,044,176 of such warrants to purchase common
stock and the shares of common stock issuable to them upon
exercise of those warrants.

The warrants and warrant shares may be offered from time to time
by the selling holders.  The selling holders may sell any of these
securities at various times and in various types of transactions,
including sales in the open market, sales in negotiated
transactions and sales by a combination of these methods.  The
Company will not receive any proceeds from such sales by the
selling holders.

The Company's common stock is traded on the New York Stock
Exchange under the symbol "DAC."  On May 24, 2011, the last
reported sale price of the Company's common stock on the NYSE was
$6.24 per share.

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

                        http://is.gd/IiEpZO

                      About Danaos Corporation

Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC)
-- http://danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The Company operates through a number of
subsidiaries incorporated in Liberia and Cyprus.  As of May 31,
2010, the Company had a fleet of 45 containerships aggregating
193,629 TEUs, making the Company among the largest containership
charter owners in the world, based on total TEU capacity.

As reported in the Troubled Company Reporter on June 22, 2010,
PricewaterhouseCoopers S.A., in Athens, Greece, 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 Company noted of the
Company's inability to comply with financial covenants under
its current debt agreements as of Dec. 31, 2009, and its
negative working capital deficit.

PricewaterhouseCoopers S.A.'s report regarding the 2010 financial
results did not contain a substantial doubt about the Company's
ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed US$3.58
billion in total assets, $US$3.11 billion in total liabilities and
US$474.80 million in total stockholders' equity.


DANCING BEAR: West LB Can Proceed With Foreclosure
--------------------------------------------------
Curtis Wackerle at Aspen Daily reports that a federal bankruptcy
judge has issued a ruling in the Dancing Bear case that will allow
a bank to continue its foreclosure proceedings against the
indebted project.  The project, which is going through Chapter 11
bankruptcy, is currently under the control of court-appointed
receiver James DeFrancia.

Aspen Daily relates that Judge Michael Romero of the U.S.
Bankruptcy Court in Denver denied a motion that would have let
Dancing Bear developer Tom DiVenere borrow $5 million in high-
interest financing to get the project restarted -- a loan DiVenere
said would be followed by an additional $35 million in financing.
Mr. DiVenere told the court that if allowed to borrow again on the
project, that he could complete the second building by 2013 and
completely sell out the condominiums by 2016.

Judge Romero, according to the report, also approved a motion to
lift a stay that was blocking German bank West LB from moving
forward with foreclosure proceedings, which began last July.  In
his 23-page opinion, Romero wrote that he was unconvinced
DiVenere's plans provided enough assurance that the bank would be
repaid its $60 million debt.

Snowmass, Colorado-based Dancing Bear Land, LLC filed for Chapter
11 protection (Bankr. D. Colo. Case No. 10-39584) on Nov. 23,
2010.  Dancing Bear's affiliates DB Capital Holdings, LLC and
Dancing Bear Development, LP filed separate Chapter 11 petitions
on June 24, 2010 and Oct. 19, 2010, respectively.  In its Chapter
11 petition, Dancing Bear estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.


DAYBREAK OIL: MaloneBailey LLP Raises Going Concern Doubt
---------------------------------------------------------
Daybreak Oil and Gas, Inc., filed on May 27, 2011, its annual
report on Form 10-K for the fiscal year ended Feb. 28, 2011.

MaloneBailey, LLP, Houston, expressed substantial doubt about 's
ability to continue as a going concern.  The independent auditors
noted that the Company suffered losses from operations and has
negative operating cash flows.

The Company reported a net loss of $1.2 million on $1.1 million of
oil and gas sales for the fiscal year ended Feb. 28, 2011,
compared with a net loss of $2.3 million on $471,442 of oil and
gas sales for the fiscal year ended Feb. 28, 2010.

The Company's balance sheet at Feb. 28, 2011, showed $3.3 million
in total assets, $3.2 million in total liabilities, and
stockholders' equity of $90,040.

A copy of the Form 10-K is available at http://is.gd/y5ZU9B

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington with an operations office in
Friendswood, Texas.  The Company's common stock is quoted on the
OTC Bulletin Board market under the symbol DBRM.OB.  The Company
conduct all of its drilling, exploration and production activities
onshore in the United States.  All of its oil and gas assets are
located in the United States and all of its revenues are from
sales to customers within the United States.


DEUCE INVESTMENTS: Court Rules on Validity of Deed of Trust
-----------------------------------------------------------
Bankruptcy Judge Randy D. Doub granted summary judgment to
Crescent State Bank in the complaint, Donald R. Mason, v. Crescent
State Bank, Deuce Investments, Inc., Adv. Proc. No. 10-00155
(Bankr. E.D.N.C.).  The dispute involves the validity of a deed of
trust signed by the Debtor on June 2, 2006, in favor of Port City
Capital Bank.

On Sept. 14, 2009, Mr. Mason obtained a money judgment against the
Debtor in excess of $800,000 in the Superior Court of Durham
County, North Carolina.  The judgment was transcribed to Pender
County and attached to the Debtor's property on Sept. 23, 2009
when the judgment was docketed in the Office of the Clerk of
Superior Court of Pender County.

Mr. Mason contends that the omission of a description of the real
property in the Deed of Trust renders the Deed of Trust and any
subsequent recordings, regardless of the amendments made, void and
unenforceable.  Crescent disputes that the Deed of Trust fails to
sufficiently describe the property at issue.

The Court sided Crescent.

A copy of the Court's May 27, 2011 Order is available at
http://is.gd/Nv0tnifrom Leagle.com.

                  About Deuce Investments Inc.

Clayton, North Carolina-based Deuce Investments, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
10-01083) on Feb. 12, 2010.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., assists the Company in its restructuring
effort.  The Company scheduled assets of $17,334,282, and total
debts of $21,297,698 as of the bankruptcy filing.


ALLEN CAPITAL: DLH Files Plan to Pay Creditors
----------------------------------------------
Candace Carlisle, staff writer at THE Dallas Business Journal,
reports that DLH Master Land Holding LLC, an affiliate of The
Allen Group, recently submitted a plan to pay its creditors back.

                         About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.


DSJP ENTERPRISES: Unit Cancels Services Pact with Sole Customer
---------------------------------------------------------------
Default Servicing, LLC, a subsidiary of DSJP Enterprises, Inc.,
entered into an Amendment and Termination Agreement with its sole
customer, pursuant to which DS LLC and the customer agreed to
terminate the agreement under which DS LLC provides REO property
liquidation services to the customer.  Pursuant to the Agreement,
DS LLC will continue to provide services to the customer on
certain REO properties owned by the customer through Sept. 30,
2011, and, in the case of certain REO properties currently on hold
pursuant to the customer's self-imposed suspension, for certain
periods beyond that date.  DS LLC will continue to earn fee income
on such REO properties sold pursuant to the Agreement.

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                          Amount of Note
                                          --------------
     Law Offices of David J. Stern, P.A.     $47,869,000
     Chardan Capital, LLC,                    $1,000,000
     Chardan Capital Markets, LLC               $250,000
     Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DOLPHIN DIGITAL: Incurs $5.63 Million Net Loss in 2010
------------------------------------------------------
Dolphin Digital Media, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss from operations of $5.63 million on $0 of revenue for the
year ended Dec. 31, 2010, compared with a net loss from operations
of $4.92 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $10,448 in
total assets, $3.25 million in total liabilities and a $3.24
million total stockholders' deficit.

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about our ability to continue as a
going concern based upon the Company's net loss for the year ended
Dec. 31, 2010, accumulated deficit as of Dec. 31, 2010, and level
of working capital.  Jewett Schwartz also issued a negative going
concern qualification after auditing the financial statements for
2009.

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

                        http://is.gd/m1T9kq

                       About Dolphin Digital

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


DOVER DOWNS: Posts $38,000 Net Loss in March 31 Quarter
-------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $38,000 on
$59.41 million of revenues for the three months ended March 31,
2011, compared with net income of $1.67 million on $56.05 million
of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$212.07 million in total assets, $101.93 million in total
liabilities, and stockholders' equity of $110.14 million.

Based on the Company's current projections, the Company believes
it is reasonably likely that it will not be in compliance with the
financial covenants in its revolving credit facility in the third
quarter.  The Company says it has been working with a new bank
group and expects to establish a new credit agreement with
financial covenants at levels that it believes it will be able to
maintain compliance with for at least the next twelve months.
"The projected noncompliance with our revolving credit facility
raises substantial doubt about our ability to continue as a going
concern," the Company said in the filing.

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

                       http://is.gd/nq665O

Dover, Del.-based Dover Downs Gaming & Entertainment, Inc. (NYSE:
DDE) is a diversified gaming and entertainment company whose
operations consist of Dover Downs Casino -- a 165,000-square foot
casino complex featuring popular table games, the latest in slot
machine offerings, multi-player electronic table games, the Crown
Royal poker room, and a Race & Sports Book operation; the Dover
Downs Hotel and Conference Center -- a 500 room AAA Four Diamond
hotel with conference, banquet, fine dining, spa, retail, ballroom
and concert hall facilities; and Dover Downs Raceway -- a harness
racing track with pari-mutuel wagering on live and simulcast horse
races.


DRYSHIPS INC: Reports $32 Million Net Income in March 31 Quarter
----------------------------------------------------------------
Dryships Inc. reported net income of US$32.00 million on US$207.41
million of revenue for the three months ended March 31, 2011,
compared with net income of US$13.27 million on US$194.16 million
of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed US$6.99
million in total assets, US$3.04 million in total liabilities and
US$3.94 million total equity.

George Economou, Chairman and Chief Executive Officer of the
Company commented, "We are delighted to have secured two long-term
drilling contracts from the biggest player in the ultra deepwater
drilling market, which is a testament to Ocean Rig's operational
track record and the quality of our assets.  Following these
contracts we now have three of our drillships on contract to
Petrobras.  These two contracts are the culmination of our efforts
since we entered the drilling segment three years ago.  We have
now secured contracts for all of our initial newbuilding
drillships and doubled our backlog to over $2 billion."

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

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

                       http://is.gd/Wk2BeI

                       About DryShips Inc.

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

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

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

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.


EAT AT JOE'S: Incurs $140,700 Net Loss in First Quarter
-------------------------------------------------------
Eat at Joe's Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $140,718 on $171,092 of revenue for the three months ended
March 31, 2011, compared with a net loss of $185,598 on $282,126
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.39 million in total assets, $5.10 million in total liabilities,
and a $3.71 million total stockholders' deficit.

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

                        http://is.gd/E5OE36

                        About Eat at Joe's

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.

As reported by the TCR on April 6, 2011, Robison, Hill & Co., in
Salt Lake City, Utah, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.


EDGEN MURRAY: Incurs $10.02 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
Edgen Murray II, L.P., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $10.02 million on $185.56 million of sales for the three months
ended March 31, 2011, compared with a net loss of $6.96 million on
$144.49 million of sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $473.85
million in total assets, $611.85 million in total liabilities and
a $138.00 total partners' deficit.

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

                        http://is.gd/5KPkHI

                         About Edgen Murray

Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is
a distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2010, Edgen Murray had
sales of $628 million.  The company is primarily owned by
Jefferies Capital Partners, certain co-investors and members of
senior management.

As reported by the TCR on April 11, 2011, Moody's Investors
Service lowered Edgen Murray II, L.P.'s probability of default
rating (PDR) to Caa2 from Caa1, its corporate family rating (CFR)
to Caa3 from Caa1 and the company's 12.25% senior secured notes to
Caa3 from Caa2.  The downgrade was prompted by Edgen Murray's
continuing weak performance even as many of its peers began to
benefit in 2010 from higher oil prices, a higher rig count for oil
drilling, and increased drilling in and production from
alternative shale plays.

In September 2010, Standard & Poor's Ratings Services said that it
lowered its corporate credit rating on Edgen Murray II L.P. to 'B-
' from 'B'.  The rating outlook is stable.

"The downgrade reflects S&P's expectation that 2010 EBITDA will
likely be around $30 million, materially lower than its previous
expectation of about $55 million, due to ongoing weakness in the
company's Western Hemisphere segment as a result of lower capital
spending on projects in the region," said Standard & Poor's credit
analyst Sherwin Brandford.


EMPIRE RESORTS: Grosses $17.6 Million in Rights Offering
--------------------------------------------------------
Empire Resorts, Inc., reported the completion of its previously
announced rights offering, which expired on Friday, May 20, 2011.
The Company sold 19,886,776 shares of its common stock,
representing 50.2% of the shares offered in the rights offering,
at the $0.8837 per share offering price, for aggregate gross
proceeds of approximately $17.6 million.  As a result of the
rights offering, the total number of shares of the Company's
common stock outstanding is 89,592,259.  Kien Huat Realty III
Limited, the Company's largest stockholder, subscribed for
19,826,382 shares in satisfaction of its commitment to participate
in the rights offering.  After giving effect to the rights
offering, Kien Huat now owns approximately 61% of the outstanding
shares of the Company's common stock.

As payment for the exercise of its rights, Kien Huat authorized
the reduction of $17,520,574 from the unpaid principal and accrued
interest outstanding under the bridge loan agreement, dated
Nov. 17, 2010, between Empire and Kien Huat.  The remaining unpaid
principal amount of the loan from Kien Huat, which will continue
to bear interest at a rate of 5% per annum, will mature in May
2013, unless earlier accelerated, and will be convertible into
shares of common stock at a conversion price of $0.8837 per share,
the exercise price of the rights issued in the rights offering.

Emanuel Pearlman, the Chairman of Empire's Board of Directors,
stated that, "The completion of our rights offering is an
important milestone in our plan to significantly reduce our debt
and improve the Company's cash flow.  The continued support of our
major shareholder has been instrumental in this process."  Joseph
D'Amato, Empire's Chief Executive Officer and a member of its
Board of Directors, added, "The completion of the rights offering
improves our liquidity and strengthens our balance sheet by
reducing our debt to approximately $17.5 million and extending its
maturity for two years."

As a result of the completion of the rights offering, Empire
believes it has regained compliance with the NASDAQ continued
listing requirements for stockholders' equity.  The Company
continues to consider actions that it may take to regain
compliance with the minimum bid price requirement for continued
listing on the Nasdaq Global Market.

                       About Empire Resorts

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

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

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

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


ENIVA USA: U.S. Trustee Forms 3-Member Creditors Committee
----------------------------------------------------------
Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Eniva USA, Inc., fka Eniva, Inc.

The Creditors Committee members are:

   1. Sherrill Law Offices, PLLC.
      4756 Banning Avenue Suite 212
      White Bear Lake, MN 55110
      ATTN: Michael Sherrill
      Tel:  (651) 426-2400

   2. Marine Nutriceutical Corp.
      794 Sunrise Blvd.
      Mt. Bethel, PA 18343
      ATTN: Paul Jacobsen
      Tel: (570) 897-0351

   3. Receivable Management Services for UPS
      307 International Circle, Suite 270
      Hunt Valley, MD 21030
      ATTN: Steve Sass or Kelli Bohuslav-Kail
      Tel: (410) 773-4040; 410-773-4033

Michael Sherrill of Sherrill Law Offices PLLC has been designated
as Acting Chairperson of said Committee pending selection by the
Committee members of a permanent Chairperson.

                          About Eniva USA

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

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


FAITH CHRISTIAN: Plans to Sell Assets to Pay Off Debts
------------------------------------------------------
Markus Bishop, pastor of the Faith Christian Family Church, told
the Walton Sun the religious center plans on paying back all of
the money, but has not been able to work out a reasonable payment
plan.  The building has equity of approximately $4 million.

Eric Sanderson at BankruptcyHome.com reports that in order to
skirt foreclosure and other penalties, the church plans to sell
assets.  The rectory is worth millions of dollars, and has been on
the market for an extended period of time.

BankruptcyHOme relates the church has filed a claim with BP, the
company responsible for the Gulf oil disaster.  The religious
center hopes to recoup money it lost due to members being unable
to give money because of the extenuating circumstances.

BankruptcyHome reports that the Faith Christian filed for
bankruptcy protection after nearly entering foreclosure.  The
church is delinquent on loan payments to SunTrust bank, and has
not been able to give the financial institution any of the $2.8
million it owes since October.  The lender filed for a foreclosure
action earlier in the year, and had an auction scheduled for May
26.  The bankruptcy filing stayed the auction.

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc. dba Faith Christian Family Church filed
for Chapter 11 bankruptcy protection on May 24, 2011 (Bankr. N.D.
Fla. Case No. 11-50288).  Charles M. Wynn, Esq., at Charles M.
Wynn Law Offices, P.A., represents the Debtor.  The Debtor has
$11,339,469 in assets, and $3,361,477 in debts.


FIRST MARINER BANCORP: Incurs $7.3 Million Net Loss in Q1 2011
--------------------------------------------------------------
First Mariner Bancorp filed its quarterly report on Form 10-Q,
reporting a net loss of $7.3 million on $6.8 million of net
interest income for the three months ended March 31, 2011,
compared with a net loss of $3.4 million on $6.9 million of net
interest income for the same period last year.

Noninterest income for the three months ended March 31, 2011, was
$3.1 million, compared with $5.8 million for the same period last
year.

The Company's balance sheet at March 31, 2011, showed
$1.266 billion in total assets, $1.269 billion in total
liabilities, and a stockholders' deficit of $3.3 million.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

As reported in the TCR on April 4, 2011, Stegman & Company, in
Baltimore, expressed substantial doubt about First Mariner
Bancorp's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has a limited capital
base.

A copy of the Form 10-Q is available at http://is.gd/RbANr1

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.


FISHERMAN'S WHARF: Bush Ross Wants Claims Paid or Case Converted
----------------------------------------------------------------
Creditor Bush Ross, P.A., asks the U.S. Bankruptcy Court for the
Middle District of Florida to compel and direct debtors
Fisherman's Wharf of Venice, Inc., JPKJ, LLC, and JMT Partners,
through the Reorganized Debtor, Fisherman's Wharf Marina Park,
Ltd., to comply with the confirmed chapter 11 plan of
reorganization.

As reported in the Troubled Company Reporter on March 30, 2011,
the Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization, dated as of Dec. 31, 2010.

A full-text copy of the Third Amended Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/Fishreman'sWharf_THIRDAMENDEDDS.pdf

Bush Ross relates that Marina Park has not made any payments to
Bush Ross under the confirmed Plan, nor has Marina Park made any
proposal to Bush Ross regarding payment of Bush Ross's allowed
administrative expense claim amounting to $90,373, pursuant to the
terms of the Plan.

Bush Ross also asks the Court to convert the Debtors' cases to
Chapter 7 if the Debtors do not comply with the Plan and make the
payments due Bush Ross so that Bush Ross may receive a fair share
of the Debtors' assets.

Bush Ross can be reached at:

         BUSH ROSS, P.A.
         P.O. Box 3913
         Tampa, FL 33601-3913
         Tel: (813) 224-9255
         Fax: (813) 223-9620

              About Fisherman's Wharf of Venice, Inc.

Venice, Florida-based Fisherman's Wharf of Venice, Inc., filed for
Chapter 11 protection (Bankr. M.D. Fla. Case No. 10-10694) on
May 4, 2010.  H. Bradley Staggs, Esq., at Bush Ross, P. A.
represents the Debtor.  The Company disclosed $15,990,500 in
assets and $13,853,990 in liabilities as of the Chapter 11 filing.

The motion to dismiss the Debtors' case filed by creditor Stephen
Witzer is still pending at the Court.


FPB BANCORP: Posts $4.5 Million Net Loss in First Quarter
---------------------------------------------------------
FPB Bancorp, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $4.52 million on net interest income of
$1.86 million for the three months ended March 31, 2011, compared
with a net loss of $2.42 million on net interest income of
$1.87 million for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$228.06 million in total assets, $225.79 in total liabilities, and
stockholders' equity of $2.27 million.

"The Company has not complied with its regulatory capital
requirements set forth in the Consent Order and Prompt Corrective
Action," the Company said in the filing.

"The Company needs to raise substantial additional capital.  If
the Company fails to raise additional capital in the immediate
term, it is likely that the Florida Office of Financial Regulation
will close the Bank and place it into receivership.  In such case,
the Company will cease to have any business operations."

"During the three months ended March 31, 2011, the Company's level
of impaired loans and reserves for potential loan losses have
increased.  At March 31, 2011, the Company is considered
critically undercapitalized under FDIC regulations and imminently
insolvent under Florida law."

As reported in the TCR on April 26, 2011, Hacker, Johnson & Smith
PA, in Fort Lauderdale, Florida, expressed substantial doubt about
FPB Bancorp's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
of the Company's operating and capital requirements, along with
recurring losses.

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

                       http://is.gd/3j7DW9

Port St. Lucie, Fla.-based FPB Bancorp, Inc., owns 100% of the
outstanding common stock of First Peoples Bank and the Bank owns
100% of the outstanding common stock of Treasure Coast Holdings,
Inc.  The Bank offers a variety of community banking services to
individual and corporate customers through its six banking offices
located in Port St. Lucie, Stuart, Fort Pierce, Vero Beach and
Palm City, Florida.  The Bank's subsidiary, Treasure Coast
Holdings, Inc., was incorporated in June 2008 for the sole purpose
of managing foreclosed assets.


FRANK PANZA: Tushita Heaven to Open in Building
-----------------------------------------------
Suzanna K. Lourie at The Saratogian reports that Tushita Heaven, a
business featuring products and services geared toward
"enlightened living," is moving to the corner of Broadway and
Spring Street.  The building, owned by Shoe Depot owner Frank
Panza, was previously up for auction until Mr. Panza filed for
Chapter 11 bankruptcy in Nevada on May 3.  With the bankruptcy,
the bank will be unable to sell Mr. Panza's property until his
finances are resolved.

In the meantime, the building was reopened for prospective
business leases.  Dawn Hall of San Juan Capistrano, Calif., took
advantage of the retail space and plans to relocate Tushita Heaven
as she moves from the West Coast to the Spa City.  Dawn Hall said
she plans to open Tushita Heaven before the middle of June.

Frank Panza filed a Chapter 11 petition (Bankr. D. Nev. Case No.
11-16822) on May 3, 2011.


FRANKLIN CREDIT: Unable to Pay Huntington Debt of $1.295 Billion
----------------------------------------------------------------
Franklin Credit Holding Corporation filed its quarterly report on
Form 10-Q, reporting net income attributed to common stockholders
of $14.3 million for the three months ended March 31, 2011, as a
result of the payment of dividends by The Huntington National Bank
Bank's real estate investment trust (the "REIT") on March 31,
2011, for the two quarters ended Dec. 31, 2010, and the first
quarter ended March 31, 2011, compared with a net loss of
$6.7 million for the three months ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$512.9 million in total assets, $1.350 billion in total
liabilities, and a stockholders' deficit of $836.7 million.

The Company since Sept. 30, 2007, has been and continues to be
operating with significant operating losses and stockholders'
deficit.  In addition, the Company's Legacy Debt is significantly
greater than its remaining earning assets, and, therefore, the
Company will not be able to pay off the outstanding balance of
debt due to the Bank, which at March 31, 2011, was $1.295 billion.

Any event of default under the March 2009 Restructuring Agreements
or the 2004 master credit agreement with the Bank, as amended and
subject to a forbearance agreement, or failure to successfully
renew these restructuring or forbearance agreements or enter into
new credit facilities with Huntington prior to their scheduled
maturity, could entitle Huntington to declare the Company's
indebtedness immediately due and payable.  Without the continued
cooperation and assistance from Huntington, the consolidated
Franklin Holding's ability to continue as a viable business is in
substantial doubt, and it may not be able to continue as a going
concern.

Marcum LLP, in New York, expressed substantial doubt about
Franklin Credit Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has experienced recurring losses from
operations and has a stockholders' deficit as of Dec. 31, 2010.

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

                       http://is.gd/Xu1Sc5

Jersey City, N.J.-based Franklin Credit Holding Corporation
(OTC BB: FCMC) -- http://www.franklincredit.com/-- through its
subsidiary, Franklin Credit Management Corporation, operates as a
specialty consumer finance company.  The Company engages in the
service and resolution of performing, reperforming, and
nonperforming residential mortgage loans, including specialized
loan recovery servicing, and in the due diligence, analysis,
pricing, and acquisition of residential mortgage portfolios for
third parties.  It offers services for portfolios primarily
consisting of first and second-lien loans secured by 1-4 family
residential real estate.


FREE AND CLEAR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Free and Clear Holding Company III LLC
        4246 Blue Diamond Rd, Bldg 102, Ste 102
        Las Vegas, NV 89139

Bankruptcy Case No.: 11-18289

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Christina Ann-Marie Diedoardo, Esq.
                  LAW OFFICES OF CHRISTINA DiEDOARDO
                  201 Spear Street #1100
                  San Francisco, CA 94105
                  Tel: (415) 839-5098
                  E-mail: christina@diedoardolaw.com

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

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

The petition was signed by Garth Johnson, managing member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


FULLCIRCLE REGISTRY: Has $53,900 Net Loss in First Quarter
----------------------------------------------------------
FullCircle Registry, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $53,936 on $334,715 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$74,622 on $121 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $5.7 million
in total assets, $5.2 million in total liabilities, and
stockholders' equity of $529,834.

As reported in the TCR on April 26, 2011, Rodefer Moss & Co.,
PLLC, in New Albany, Indiana, expressed substantial doubt about
FullCircle Registry'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 working capital deficiency.

A copy of the Form 10-Q is available at http://is.gd/RB6D0f

Shelbyville, Kentucky-based FullCircle Registry, Inc., focuses on
insurance agency operations.  It holds license for the life and
health insurance business.  The Company is developing plans and
infrastructure.  Its products and services that are in development
include medicare services, prescription assistance, estate
planning, life insurance, group and individual health insurance,
auto and home insurance, and medical record storage.


GARDA SECURITY: Moody's Rates Senior Unsecured Notes at 'B2'
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Garda World
Security Corporation's proposed $50 million senior unsecured add-
on notes due 2017. At the same time, Moody's upgraded the ratings
on Garda's existing senior unsecured notes to B2 from B3, and
affirmed the company's B1 corporate family rating, B1 probability
of default rating and SGL-3 speculative-grade liquidity rating.
The senior secured bank facility ratings of Garda's subsidiary,
The Garda Security Group Inc. were also upgraded to Ba1 from Ba2.
The add-on notes will rank pari passu with Garda's existing senior
unsecured notes and net proceeds will be used to repay a portion
of the company's senior secured term loan. While total debt levels
do not change, the increase in unsecured debt improves recovery
prospects for secured debt holders and unsecured notes holders
benefit from the reduction in senior debt ranking ahead of them,
resulting in a one notch upgrade to both classes of debt as per
Moody's Loss Given Default methodology. The ratings outlook for
both Garda and GSG remain stable.

RATINGS RATIONALE

Garda's B1 corporate family rating is strongly influenced by its
high leverage and its historical debt-financed acquisition growth
strategy. While these factors constrain its rating, Garda's
leading market positions in the North American cash logistics and
Canadian physical security businesses provide considerable support
to the rating. The rating also reflects the recurring nature of
Garda's revenue streams and its high contract renewal rates which
provide revenue visibility into the medium term. Key credit
metrics including adjusted debt/EBITDA of 4.8x and EBITDA- Capex/
Interest of 1.5x are weak for the rating, however Garda's strong
business profile should enable it to achieve modest earnings
growth as economic conditions strengthen. This expected growth
combined with free cash flow applied to debt reduction should
facilitate a steady improvement in key credit metrics to levels
that solidify Garda's position within the B1 rating. The company's
good geographic, customer and business line diversity provide some
downside protection should economic conditions unexpectedly
deteriorate.

The stable outlook reflects Moody's expectation that earnings
improvement and free cash flow generation will enable Garda's key
credit metrics to improve to levels that solidify its position
within the B1 rating through the next 12 to 18 months.

Upward rating action could be considered should Garda sustain
Debt/EBITDA below 4.0x and FCF/Debt towards 10%. Sustained metrics
associated with a ratings downgrade include Debt/EBITDA above 5.5x
with FCF/Debt below 5%. Downward rating pressure would arise
should the company pursue a material debt-financed acquisition
prior to strengthening its key credit metrics or if liquidity
pressures arose due to reduced cushion under bank financial
covenants.

Moody's last rating action was on February 26, 2010 when it
assigned first-time ratings to Garda and GSG.

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

Headquartered in Montreal, Canada, Garda World Security
Corporation is a global provider of cash logistics (including
armored cars), physical security (including airport pre-screening
at 26 of Canada's airports) and risk consulting services (physical
security outside of North America), the latter of which
contributes about 10% of revenues and is consolidated into the
physical security business reporting segment. Revenue for the last
twelve months ended April 30, 2011 was roughly $1.1 billion.


GAS CITY: Sells Seven Ice Cream Stores for $3.3 Million
-------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Gas City Ltd., et al., to
sell The Creamery assets to WAM Creameries LLC for $3,375,242.

The Creamery assets consist of seven ice cream store including the
real and personal property associated therewith.

The sale was free and clear of liens, encumbrances and interests.

                         About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  The Official
Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl
& Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and
Mesirow Financial Consulting, LLC, as financial advisors.

                           *     *     *

The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the exclusive periods of
Gas City, Ltd., and its debtor-affiliates to file a Chapter 11
plan until June 30, 2011, and solicit acceptances of that plan
until July 30, 2011.


GELTECH SOLUTIONS: Incurs $1.52-Mil. Net Loss in March 31 Qtr.
--------------------------------------------------------------
GelTech Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.52 million on $55,645 of sales for the three months
ended March 31, 2011, compared with a net loss of $1.02 million on
$34,297 of sales for the same period during the prior year.  The
Company also reported a net loss of $4.29 million on $144,839 of
sales for the nine months ended March 31, 2011, compared with a
net loss of $2.58 million on $559,718 of sales for the same period
a year ago.

The Company's balance sheet at March 31, 2011, showed $933,598 in
total assets, $1.44 million in total liabilities and a $508,047
total stockholders' deficit.

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

                        http://is.gd/tnjN8r

                      About GelTech Solutions

Jupiter, Fla.-based GelTech Solutions. Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/--  is a Delaware
corporation organized in 2006.  The Company creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.

In the Form 10-Q, the Company noted that as of Dec. 31, 2010, it
had a working capital deficit of $1,949,478, had an accumulated
deficit and stockholders' deficit of $12,412,626 and $1,787,641,
respectively, and incurred losses from operations of $2,568,513
for the six months ended Dec. 31, 2010 and used cash from
operations of $1,632,695 during the six months ended Dec. 31,
2010.  In addition, the Company has not yet generated revenue
sufficient to support ongoing operations.

"The continuation of the Company as a going concern is dependent
upon the continued financial support from its stockholders, the
ability of the Company to obtain necessary debt or equity
financing to continue operations, and the attainment of profitable
operations," GalTech said.


GRAHAM BROTHERS: Judge Rejects Len-Verandahs' Late-Filed Claim
--------------------------------------------------------------
Bankruptcy Judge Susan D. Barrett denied the request of
Len-Verandahs, LLP seeking allowance of its late filed claim in
the bankruptcy of Graham Brothers Construction Inc. and its claim
is disallowed.

The dispute between Len-Verandahs and the Debtor arises out of a
construction contract between Len-Verandahs and Specialized
Services, Inc., an affiliate company of the Debtor, regarding the
development of a residential subdivision known as The Verandahs in
Pasco County, Florida.  Apparently, SSI contracted to serve as the
site preparation contractor for the  development, including
clearing, grubbing and mass earthwork.  The Debtor allegedly
performed some of the work in exchange for a portion of the
contract value.  Len-Verandahs alleges that in the course of
performing their work, both the Debtor and SSI acted negligently
and as a result are liable to Len-Verandahs.  Len-Verandahs sued
SSI in Pasco County, Florida in 2008 for breach of contract and
obtained a judgment of roughly $2 million in June 2010.

Len-Verandahs' motion was filed over two months after the claims
bar date.  In its motion, Len-Verandahs acknowledged it made a
strategic decision not to file a proof of claim against the
Debtor's bankruptcy estate as it was content to seek insurance
proceeds and to pursue SSI.  Len-Verandahs also acknowledged that
it did not think the Debtor's bankruptcy estate would be able to
pay its claim.

Len-Verandahs is now concerned if the Debtor's purported liability
is found not to be covered by the insurance policy from National
Trust Insurance Company, the Debtor's commercial general liability
insurance carrier, Len-Verandahs will be without a remedy.  Len-
Verandahs further acknowledges at the time of filing its motion
for relief from stay, it decided not to file a proof of claim
because it did not want to risk giving up its right to a jury
trial or having the Florida Action heard in Florida.  To date,
Len-Verandahs has been unsuccessful in collecting its judgment
against SSI, and states a motion filed by the United States
Trustee seeking appointment of an examiner alerted Len-Verandahs
that additional assets may be available for distribution to the
Debtor's creditors.

In denying the request, Judge Barrett said the good faith of Len-
Verandahs must be considered.  She noted that Len-Verandahs made a
tactical decision to pursue the matter in the venue of its choice
and it did not want to jeopardize its right to a jury trial.  Now,
having obtained the desired result in the motion for relief from
stay action, Len-Verandahs has reconsidered that decision based
upon the possible lack of available insurance coverage and
Debtor's potential assets.  That conduct does not constitute
excusable neglect.

A copy of Judge Barrett's May 16, 2011 Order is available at
http://is.gd/XehPpWfrom Leagle.com.

                About Graham Brothers Construction

Graham Brothers Construction Co. filed a Chapter 11 petition
(Bankr. S.D. Ga. Case No. 10-30534) on Oct. 5 in Dublin, Georgia,
its hometown.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.  Graham listed debts on equipment,
including $11.7 million owed to Wells Fargo Equipment Finance
Inc., $3.2 million to General Electric Capital Corp., $2.5 million
to Caterpillar Financial Service, and $900,000 to Morris State
Bank.

Christopher W. Terry, Esq., and Ward Stone, Jr., Esq., at Stone &
Baxter, LLP, in Macon, Georgia, serve as counsel to the Debtor.


GRAHAM BROTHERS: Nears Filing of Plan; Examiner Appointed
---------------------------------------------------------
Graham Brothers Construction, Inc., is in the drafting and
negotiating stages of the plan confirmation process, according to
Bankruptcy Court documents.

At a May 10 hearing, the Debtor announced it projects to pay its
unsecured creditors a very high dividend, and hopefully in full.
The plan would establish a contingent claims reserve.

The Debtor anticipates filing its plan and disclosure statement
within the next 45 days.

On March 9, 2011, the United States Trustee filed a motion for
appointment of an examiner to review and report on the Debtor's
pre-petition transactions with insiders.  With the consent of
parties, the U.S. Trustee's motion was granted at the May 10
hearing.  At the hearing, the United States Trustee noted that the
request for the examiner was not due to a lack of disclosure by
the Debtor; rather, the Debtor's disclosures in the Statement of
Financial Affairs alerted the U.S. Trustee of the need for an
examiner.

                About Graham Brothers Construction

Graham Brothers Construction Co. filed a Chapter 11 petition
(Bankr. S.D. Ga. Case No. 10-30534) on Oct. 5 in Dublin, Georgia,
its hometown.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.  Graham listed debts on equipment,
including $11.7 million owed to Wells Fargo Equipment Finance
Inc., $3.2 million to General Electric Capital Corp., $2.5 million
to Caterpillar Financial Service, and $900,000 to Morris State
Bank.

Christopher W. Terry, Esq., and Ward Stone, Jr., Esq., at Stone &
Baxter, LLP, in Macon, Georgia, serve as counsel to the Debtor.


GRAOCH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Graoch Associates #72, Limited Partnership
        750 Market St.
        Tacoma, WA 98402

Bankruptcy Case No.: 11-06712

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  William J. Tucker, Esq.
                  TUCKER HESTER, LLC
                  429 N Pennsylvania St Ste 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: jeff@tucker-hester.com
                          bill@tucker-hester.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/insb11-06712.pdf

The petition was signed by Gary M. Gray, authorized agent.


GREEN EARTH: Posts $4 Million Net Loss in March 31 Quarter
----------------------------------------------------------
Green Earth Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $4,031,000 on $2,577,000 of sales
for the three months ended March 31, 2011, compared with a net
loss of $3,284,000 on $646,000 of sales for the three months ended
March 31, 2010.

The Company's balance sheet as of March 31, 2011, showed
$5,535,000 in total assets, $5,538,000 in total liabilities, all
current, and a stockholders' deficit of $3,000.

As reported in the Troubled Company Reporter on Oct. 4, 2010,
Friedman LLP, in East Hanover, N.J., expressed substantial doubt
about Green Earth 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 of the
Company's losses, negative cash flows from operations and its
limited ability to pay its outstanding liabilities through 2011.

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

                        http://is.gd/UVNqid

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.


GREEN ENDEAVORS: Incurs $31,347 Net Loss in First Quarter
---------------------------------------------------------
Green Endeavors, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $31,347 on $662,083 of revenue for the three months ended
March 31, 2011, compared with a net loss of $73,707 on $508,161 of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.07 million in total assets, $4.40 million in total liabilities,
and a $3.32 million total stockholders' deficit.

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

                        http://is.gd/OXbDRq

                       About Green Endeavors

Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair
care salons that feature Aveda(TM) products for retail sale.

As reported by the TCR on April 1, 2011, Madsen & Associates CPA',
Inc., in Salt Lake City, Utah, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
accountants noted that the Company will need additional working
capital for its planned activity and to service its debt.


GREGORY CRAMER: Personal Injury Suit May Resume in State Court
--------------------------------------------------------------
Thomas L. DeFeo commenced an action in New Jersey Superior Court
against Gregory Cramer to recover damages for personal injuries
sustained when Mr. Cramer allegedly struck Mr. DeFeo with an
automobile.  Eight months later, Mr. Cramer petitioned for
bankruptcy relief (Bankr. D.N.J. Case No. 10-12220).  Mr. DeFeo
brought an adversarial proceeding in the Bankruptcy Court seeking
judgment on his claims and a declaration of nondischargeability.
After issuing and vacating an Order To Show Cause why the
Adversary Action should not be dismissed for Mr. DeFeo's failure
to prosecute on Feb. 9, 2011, the Bankruptcy Judge granted Mr.
DeFeo 30 days to move to withdraw the reference.  Mr. DeFeo now
moves to withdraw the reference of the Adversary Action and seeks
a jury trial in the District Court, apparently on both the issues
of liability and dischargeability.

In her May 26, 2011 Memorandum Opinion, District Judge Mary L.
Cooper granted the motion in part and denied the motion in part.
The Court will, in the interests of justice, withdraw the
reference in part and abstain from hearing the personal injury
claims, to permit Mr. DeFeo to resume the State Action in New
Jersey Superior Court, Ocean County.  The Bankruptcy Court will
retain jurisdiction over the issue of dischargeability once Mr.
DeFeo's claims have been liquidated.

The Adversary Action is Thomas L. DeFeo, v. Gregory Cramer, Adv.
Proc. No. 10-1291 (Bankr. D. N.J.).

A copy of Judge Cooper's May 26 decision is available at
http://is.gd/CVn7mbfrom Leagle.com.


GREW MANUFACTURING: BDO Canada, Receiver, Seeking Buyer
-------------------------------------------------------
Scott Dunn at The Sun Times reports that with liabilities of more
than $2 million and about 100 creditors, Grew Manufacturing's
assets are now in the care of a receiver who is looking for a
buyer, receiver BDO Canada Limited's Bill Courage said.

The Company's manufacturing plant south of Owen Sound has been
idle for three months since Grew president David Cameron shot and
wounded an employee there, then ended his own life in an armed
confrontation with police Feb. 21 near Kemble, according to The
Sun Times.

The report notes that a London, Ont. commercial court judge on
May 10 granted the Business Development Bank of Canada's
application to place two numbered companies into receivership.

Mr. Courage, The Sun Times discloses, said that BDC, a secured
creditor, made the application after first trying to work with
Cameron's family.  The report relates Mr. Courage said there are
no guarantees that the company will continue, let alone will
remain in Owen Sound once the assets are sold.  He expects an
outcome in two months or more, he added.

A notice will be published in The Sun Times soliciting interest in
the assets.  The Sun Times notes that land, buildings, equipment,
inventory, boats, trailers and scrap are among the assets for
sale.

Workers are owed wages, vacation pay, severance and termination
pay, some of which may be recoverable under the federal Wage
Earner Protection Program, funded partly by sale of assets under
administration and from federal coffers, The Sun Times notes.

The Sun Times discloses that Mr. Courage has other issues to
address as part of overseeing this receivership.  The company has
initiated a product liability suit against one of its suppliers.
And at this point I haven't dug into it yet," the report quoted
Mr. Bill as saying.  Right now we're dealing with important issues
like employees and customers and getting our hands around the
assets."

1673747 Ontario Inc. operated as Grew Manufacturing, while 2045227
Ontario Ltd. operated, Courage thinks, as Profisher or Profisher
Direct.


HALO COMPANIES: Incurs $1.12 Million Net Loss in First Quarter
--------------------------------------------------------------
Halo Companies, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.12 million on $854,902 of revenue for the three months ended
March 31, 2011, compared with a net loss of $810,679 on $2.03
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.35 million in total assets, $3.85 million in total liabilities,
and a $1.49 million total shareholders' deficit.

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

                       http://is.gd/KUhCNb

                      About Halo Companies

Allen, Texas-based Halo Companies, Inc., is a nationwide real
estate investment, asset management and financial services company
that provides technology and asset management solutions to asset
owners as well as real estate and financial services to
financially distressed consumers which can be applied individually
or utilized as a comprehensive workout strategy.

As reported by the TCR on April 8, 2011, Montgomery Coscia
Greilich LLP, in Plano, Texas, expressed substantial doubt about
Halo Companies' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
since its inception and has not yet established profitable
operations.

The Company reported a net loss of $3.6 million on $6.9 million of
revenue for 2010, compared with a net loss of $1.9 million on
$9.1 million of revenue for 2009.


HEALTHY FAST: Posts $195,400 First Quarter Net Loss
---------------------------------------------------
Healthy Fast Food, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $195,445 on $585,401 of revenues for the
three months ended March 31, 2011, compared with a net loss of
$262,668 on $556,501 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $2.5 million
in total assets, $670,875 in total liabilities, and
stockholders' equity of $1.8 million.

As reported in the TCR on March 15, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, 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 Company has
incurred recurring losses and lower-than-expected sales.

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

                       http://is.gd/JVdFUB

Henderson, Nev.-based Health Fast Food, Inc., currently owns and
operates six U-Swirl Frozen Yogurt cafes in the Las Vegas
metropolitan area, and has six franchised locations in operation
in Reno and Henderson, Nevada, Meridian, Idaho, and Mesa and
Scottsdale, Arizona.


HERCULES OFFSHORE: Files Fleet Status Report as of May 25
---------------------------------------------------------
Hercules Offshore, Inc., on May 25, 2011, posted on its Web site
at www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status, which contains information for
each of the Company's drilling rigs, including contract dayrate
and duration.  The Fleet Status Report also includes the Hercules
Offshore Liftboat Fleet Status Report, which contains information
by liftboat class for April 2011, including revenue per day and
operating days.  The Fleet Status Report is available at no charge
at http://is.gd/bLcDYg

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company's balance sheet at March 31, 2011 showed $2.01 billion
in total assets, $1.17 billion in total liabilities and $839.03
million in stockholders' equity.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HIGH POINT: Ontario Judge Clears Way for Another Purchase
---------------------------------------------------------
News and Record reports that Superior Court Judge Edgar Gregory
cleared the way for another purchase in the historic deal
involving High Point Market showrooms when he signed off on a sale
of the assets of Showplace for about $46 million.

Judge Edgar Gregory approved the sale of the Showplace properties
out of receivership following a brief hearing in Guilford County
Superior Court, according to News and Record.  The report relates
that the assets of Showplace, which include showrooms in the main
building and in the Hamilton Wrenn Design District, had been in
receivership since August 2009 because of unmet loan obligations.

News and Record notes that the purchase of the Showplace assets by
International Market Centers is part of a $1 billion deal unveiled
to bring the three largest showroom complexes at the High Point
Market and the World Market Center in Las Vegas under one
ownership.  The High Point Enterprise has reported on the deal
since earlier this year.


HOMELAND SECURITY: Incurs $639,500 Net Loss in March 31 Quarter
---------------------------------------------------------------
Homeland Security Capital Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $639,501 on $24.64 million of net
contract revenue for the three months ended March 31, 2011,
compared with net income of $1.24 million on $23.68 million of net
contract revenue for the same period a year ago.  The Company also
reported net income of $997,219 on $77.90 million of net contract
revenue for the nine months ended March 31, 2011, compared with
net income of $1.80 million on $71.10 million of net contract
revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $36.28
million in total assets, $37.52 million in total liabilities,
$169,768 in warrants payable and a $1.40 million total
stockholders' deficit.'

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

                        http://is.gd/C7Bhe8

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.


HORIZON ONE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Horizon One, LLC
        501 Operations Drive
        Newport News, VA 23602

Bankruptcy Case No.: 11-50946

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Frank J. Santoro

Debtor's Counsel: Robert V. Roussos, Esq.
                  ROUSSOS, LASSITER, GLANZER & MARCUS, PLC
                  P.O. Box 3127
                  Norfolk, VA 23514
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: roussos@rlglegal.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/vaeb11-50946.pdf

The petition was signed by Sanjay M. Amin, member.


INFUSION BRANDS: Incurs $1.32-Mil. First Quarter Net Loss
---------------------------------------------------------
Infusion Brands International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $1.32 million on $4.15 million of
product sales for the three months ended March 31, 2011, compared
with net income of $13.63 million on $2.53 million of product
sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $5.80
million in total assets, $4.28 million in total liabilities, $5.73
million in redeemable preferred stock and a $4.21 million total
deficit.

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

                        http://is.gd/dhqI3b

                       About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

As reported by the TCR on April 7, 2011, Meeks International LLC,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from operations and is dependent on outside sources of financing
for continuation of its operations and management is restructuring
and redirecting its operating initiatives that require the use its
available capital resource.


INFUSION BRANDS: Buys 50% Outstanding Shares of HSE for EUR50,000
-----------------------------------------------------------------
Infusion Brands International, Inc., on May 9, 2011, entered into
a stock purchase agreement with Home Shopping Express SA and the
holders of 100% of the issued and outstanding common stock of HSE,
pursuant to which the Company purchased 50% of the issued and
outstanding HSE Shares, all of which were held by Joseph Sciamma,
a HSE Shareholder, for an aggregate purchase price of Fifty
Thousand Euros.  Pursuant to the terms of the Stock Purchase
Agreement, the Company has the option for a period of 12 months to
purchase the remaining 50% of the outstanding HSE Shares from the
remaining HSE Shareholders based on the following financial
milestones of HSE, all of which assume a net profit of at least
15%:

   * If HSE's revenue is greater than EUR4,000,000 EU, the
     aggregate purchase price of the Secondary Shares will be
     EUR50,000 EU;

   * If HSE's revenue is greater than EUR3,500,000 EU but less
     than EUR4,000,000, the aggregate purchase price of the
     Secondary Shares will be EUR25,000 EU; or

   * If HSE's revenue is less than EUR3,500,000 EU, the aggregate
     purchase price of the Secondary Shares will be EUR15,000.

In conjunction with the transaction, all of the members of HSE's
current board of directors resigned and Mr. DeCecco was appointed
as the sole director of HSE.

Additionally, pursuant to the terms of the Stock Purchase
Agreement, the Company will maintain a right of first refusal for
a period of twelve months from May 9, 2011, to purchase the
Secondary Shares, in the event such Secondary Shares are offered
for sale to a third party prior to the Company's exercise of its
Option.

HSE, which is located in Baleares, Spain, is engaged in the
development and retail sale of consumer products throughout most
of Europe.  While HSE currently markets multiple products through
several channels of distribution including retail an direct-to-
consumer marketing on television and the web.  Its flagship brand
is the "Startwin DualSaw."  The Company's wholly-owned subsidiary,
Infusion Brands, Inc., also markets the DualSaw throughout North,
South and Central America.  The Company believes this acquisition
helps to create a worldwide brand with a global presence and will
help open channels of distribution for cross border promotion of
our respective branded products.

A full-text copy of the Stock Purchase Agreement is available for
free at http://is.gd/5GL9Xk

                       About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

As reported by the TCR on April 7, 2011, Meeks International LLC,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from operations and is dependent on outside sources of financing
for continuation of its operations and management is restructuring
and redirecting its operating initiatives that require the use its
available capital resource.

The Company's balance sheet at March 31, 2011, showed $5.80
million in total assets, $4.28 million in total liabilities, $5.73
million in redeemable preferred stock and a $4.21 million total
deficit.


JOJO'S 10: Devin Has No Security Interest in Estate Assets
----------------------------------------------------------
In Jojo's 10 Restaurant, LLC, v. Devin Properties, LLC, et al.,
Adv. Proc. No. 10-04083 (Bankr. D. Mass.), Bankruptcy Judge Melvin
S. Hoffman denied Devin's motion for summary judgment and grant in
part the Chapter 7 trustee's motion for summary judgment
determining that Devin has no security interest in Jojo's 10
Restaurant's assets.  The Court declared the remaining portion of
the Chapter 7 trustee's motion for summary judgment seeking to
avoid Devin's liens pursuant to Bankruptcy Code Sec. 544 as moot.
The Chapter 7 trustee's motion for summary judgment does not
include a request for an order determining the amount of Devin's
unsecured claim.  Such a determination, the Court said, must wait
for further proceedings.

A copy of the Court's May 20, 2011 Memorandum of Opinion is
available at http://is.gd/2Gm81Efrom Leagle.com.

Jojo's 10 Restaurant, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Mass. Case No. 10-41983) on April 4, 2010.  On June 9, 2010,
the Court granted the United States trustee's motion to appoint a
Chapter 11 trustee, and on June 16, 2010, Craig R. Jalbert was
appointed.  On Jan. 12, 2011, the main case was converted to one
under Chapter 7 of the Bankruptcy Code and Mr. Jalbert was
appointed interim Chapter 7 trustee.  On Feb. 10, 2011, John A.
Burdick, as permanent Chapter 7 trustee, replaced Mr. Jalbert.


JONES SODA: Posts $1.7 Million First Quarter Net Loss
-----------------------------------------------------
Jones Soda Co. filed its quarterly report on Form 10-Q, reporting
a net loss of $1.7 million on $4.1 million of revenue for the
three months ended March 31, 2011, compared with a net loss of
$2.1 million on $3.9 million of revenue for the same period last
year.

The Company's balance sheet at March 31, 2011, showed
$11.9 million in total assets, $2.3 million in total liabilities,
and stockholders' equity of $9.6 million.

As reported in the TCR on March 28, 2011, Peterson Sullivan LLP,
in Seattle, Washington, expressed substantial doubt about Jones
Soda Co.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has experienced recurring losses from operations and
negative cash flows from operating activities.

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

                       http://is.gd/9NtiLk

Headquartered in Seattle, Washington, Jones Soda Co.
(NASDAQ: JSDA) -- http://www.jonessoda.com/-- markets and
distributes premium beverages under the Jones Soda, Jones Pure
Cane Soda(TM) and Whoopass Energy Drink(R) brands and sells
through its distribution network in markets primarily across North
America.


KENNETH RODRIGUEZ: Domestic Support Case Goes to Trial
------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz denied cross-motions for
summary judgment filed by parties to the lawsuit, Denise Comstock
f/k/a Denise Rodriguez, v. Kenneth Daryle Rodriguez, Adv. Proc.
No. 10-1206 (Bankr. D. Mex.).  The primary focus of the adversary
proceeding is whether certain debt that arose in connection with
divorce proceedings between the parties is a non-dischargeable
domestic support obligation or a non-dischargeable property
settlement.  Whether the debt is a non-dischargeable domestic
support obligation under 11 U.S.C. Sec. 523(a)(5) rather than a
non-dischargeable property settlement under 11 U.S.C. Sec.
523(a)(15) is significant because it will determine whether the
debt is entitled to treatment as a priority claim under 11 U.S.C.
Sec. 507(a) in the Defendant's Chapter 11 bankruptcy case.

The Defendant concedes that the debt is non-dischargeable under 11
U.S.C. Sec. 523(a)(15), but asserts that the debt is not in the
nature of support as a matter of law and requests the Court to
enter summary judgment determining that the debt does not fall
under 11 U.S.C. Sec. 523(a)(5).  The Plaintiff asserts that
because she will, in fact, use the money represented by the debt
in the adversary proceeding to cover her living expenses, the
obligation functions as support.  The Plaintiff requests the Court
to grant summary judgment finding that the debt constitutes a non-
dischargeable domestic support obligation under 11 U.S.C. Sec.
523(a)(5).

The Court, however, finds that there exist genuine issues of
material fact regarding the intent of the parties at the time of
the divorce and the purpose the debt was intended to serve.  These
genuine issues of fact prevent the Court from granting summary
judgment in favor of either party.

A copy of the Court's May 27, 2011 Memorandum Opinion is available
at http://is.gd/SUmlo3from Leagle.com.

Kenneth Daryle Rodriguez filed for Chapter 11 bankruptcy (Bankr.
D. N.M. No. 10-14645) on Sept. 13, 2010, listing under $1 million
in assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/nmb10-14645.pdf


KL ENERGY: Reports $780,000 First Quarter Net Income
----------------------------------------------------
KL Energy Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $780,012 on $1.66 million of revenue for the three months ended
March 31, 2011, compared with a net loss of $1.77 million on
$120,000 of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $7.24
million in total assets, $23.28 million in total liabilities and a
$16.04 million total stockholders' deficit.

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

                        http://is.gd/0RWgTs

                    About KL Energy Corporation

Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., focuses on developing unique technical and operational
capabilities designed to enable the production and
commercialization of biofuel, in particular ethanol from
cellulosic biomass.  The Company also plans to provide contracted
engineering and project development services to third party
customers.

The Company reported a net loss of $20.90 million on $4.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $8.25 million on $0 of revenue during the prior year.

As reported by the TCR on March 23, 2011, Ehrhardt Keefe Steiner &
Hottman PC expressed substantial doubt about the Company's ability
to continue as a going concern.  Ehrhardt Keefe noted that the
Company has suffered recurring losses and has an accumulated
deficit.  Accordingly, unless the Company raises additional
working capital, obtain project financing or revenues grow to
support the Company's business plan, the Company may be unable to
remain in business.


LAKERIDGE CENTRE: Agrees to Lift Stay as to Nevada Real Property
----------------------------------------------------------------
Lakeridge Centre Office Complex L.P. sought and obtained approval
from the U.S. Bankruptcy Court for the District of Nevada of a
stipulation regarding termination of automatic stay entered with
First Independent Bank of Nevada.

Specifically, the parties agree to terminate the automatic stay as
to two vacant parcels of unimproved property totaling 6.7 acres
adjacent to a real property commonly known as the Lakeridge Office
Centre, 6005 Plumas Street, Reno, Nevada so that FIBN can proceed
with its remedies under state law, including, but not limited to,
a trustee's sale of the Unimproved Property.

                       About Lakeridge Centre

Reno, Nevada-based Lakeridge Centre Office Complex, LP, owns a
commercial office complex and vacant property located in Southwest
Reno, Nevada. Lakeridge Centre filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-53612) on Sept. 8, 2010,
estimating assets and debts at $10 million to $50 million as of
the Chapter 11 filing.  Affiliates West Shore Resort Properties
III, LLC (Bankr. D. Nev. Case No. 10-51101) and West Shore Resort
Properties, LLC (Bankr. D. Nev. Case No. 10-50506) filed separate
Chapter 11 petitions.


LAKERIDGE CENTRE: Gets Court Nod to Hire Stark Realty as Broker
---------------------------------------------------------------
The Honorable Gregg Zive of the U.S. Bankruptcy Court for the
District of Nevada entered an amended order, authorizing Lakeridge
Centre Office Complex, L.P., to hire Stark & Associates Commercial
Real Estate as its broker.

The Debtor requires the services of Stark Realty to continue to
act as its real estate broker in connection with the leasing of
its commercial office complex property located in 6005 Plumas
Street, in Reno, Nevada.

Upon the signing of a new tenant lease, Stark Realty will be
entitled to a commission of 5% of the aggregate monthly rental
amount of the initial term of the lease, which will be paid 2.5%
to Stark Realty as listing agent and 2.5% to the procuring agent.
If Stark Realty represents both the Debtor and the new tenant,
then the commission for Stark Realty will be reduced to 4%.

The amended order on the Stark Realty employment notes that the
U.S. Trustee filed an objection to the application but that the
objection has been resolved by the parties.

The Court further rules that for securing an extension of a lease
with Morgan Stanley (Smith Barney) in September 2010, a commission
will be paid to Stark Realty as listing agent for $6,984 and to
Newmark Frank Global Services as procuring agent for $6,984.  The
lease extension was for 10,347 sq. ft. of office space in the
Lakeridge Complex for 12 months at a monthly rental rate of
$23,280.75.  At the rate of 5%, the commission is $13,968.45.

Ken J. Stark of Stark Realty maintains that his firm has no
adverse interest to the Debtor and is a "disinterested person" as
the term is defined in the Bankruptcy Code.

                     About Lakeridge Centre

Reno, Nevada-based Lakeridge Centre Office Complex, LP, owns a
commercial office complex and vacant property located in Southwest
Reno, Nevada. Lakeridge Centre filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-53612) on Sept. 8, 2010,
estimating assets and debts at $10 million to $50 million as of
the Chapter 11 filing.  Affiliates West Shore Resort Properties
III, LLC (Bankr. D. Nev. Case No. 10-51101) and West Shore Resort
Properties, LLC (Bankr. D. Nev. Case No. 10-50506) filed separate
Chapter 11 petitions.


LA MESA RACING: June 14 Hearing Set for Motion to Reopen Case
-------------------------------------------------------------
Zokaites Properties, LP, v. La Mesa Racing, LLC, Civil Action No.
11-259 (W.D. Pa.), remains stayed pursuant to a ruling by District
Judge Nora Barry Fischer pending further rulings from the
bankruptcy court handling La Mesa Racing's case.  A copy of the
Court's May 19, 2011 Memorandum Opinion is available at
http://is.gd/wR9G9qfrom Leagle.com

La Mesa Racing filed for bankruptcy relief (Bankr. D. Md. Case No.
07-17069) on July 31, 2007.  The original petition was for a
Chapter 7 proceeding but it was converted to a Chapter 11
proceeding on Aug. 20, 2007.  Over three years later, the Court
entered an Order dismissing the Chapter 11 case with a five-year
bar to refilling and a notice that the automatic stay is
terminated on Oct. 4, 2010.

On March 2, 2011, La Mesa Racing filed a Motion to Reopen the
bankruptcy case to determine whether Plaintiff violated the
automatic stay of 11 U.S.C. Sec. 362 by filing the action in the
Court of Common Pleas of Allegheny County -- Pennsylvania Action
-- against the Defendant prior to the Bankruptcy Court's
termination of the automatic stay.  In turn, Plaintiff filed a
Motion to Dismiss the Defendant's Motion to Reopen the bankruptcy
case.  The Plaintiff argues that the Maryland Bankruptcy Court
orally dismissed the bankruptcy proceeding on Sept. 29, 2010 with
prejudice to re-filing a bankruptcy petition for five years and
immediately terminated the automatic stay effective on that date.
Thus, the Plaintiff contends that when it commenced the
Pennsylvania Action on Oct. 1, 2010, it did so after the
bankruptcy proceeding was dismissed.

The Maryland Bankruptcy Court has scheduled a hearing to address
the various motions on June 14, 2011.


LANDMARK MEDICAL: Steward to Buy Hospital for Up to $65 Million
---------------------------------------------------------------
Richard Asinof at Providence Business News reports that Steward
Health Care System emerged as the buyer of Landmark Medical
Center, after Superior Court Judge Michael A. Silverstein ruled
that none of the other potential bidders were qualified.

The purchase price, according to special master Jonathan N.
Savage, is between $62 and $65 million, the report says.

According to Providence Business, Steward, the Boston-based
hospital division of Cerberus Capital Management, formerly known
as the Caritas Christi Health Care System, previously had been
engaged in negotiations to purchase Landmark and its affiliate,
the Rehabilitation Hospital of Rhode Island.  But those
negotiations broke off in December 2010.

A hearing was scheduled for May 31, at which time Judge
Silverstein was expected to recommend that the Steward be chosen
to move ahead with the next phase of the purchase agreement,
compliance with the state Hospital Conversion Act.

Landmark has been under court supervision, a kind of receivership,
since it came to the brink of bankruptcy in 2008.  It has been
also seeking for a buyer for two and a half years.

Landmark Medical Center is a 214-bed hospital based in Woonsocket,
Rhode Island.  It has between 1,200 and 1,300 full- and part-time
employees.


LAX ROYALE: Files Chapter 11 Plan and Disclosure Statement
----------------------------------------------------------
LAX Royal Airport Center, LP, delivered a plan and disclosure
statement to the U.S. Bankruptcy Court for the Central District of
California dated April 29, 2011.

The Plan provides for extension of the obligations currently due
to Morgan Stanley Mortgage Capital for 36 months each after the
plan effective date, unless repaid paid sooner, with payments
deferred under the contract or other agreed rates of
interest.  Unsecured claimants are to receive the Center's net
profits for three years with a minimum dividend paid of $72,000,
which will provide a dividend of 6.24%.  Priority and
administrative claims, if any, will be paid in full at the
Effective Date unless they agree to another treatment.

The Debtor owns the Center, which is a high rise commercial office
building consisting of approximately 210,000 square footage
located on a 1.6 acre land parcel in Los Angeles, California.  A
deed of trust against the Center was executed by the Debtor to
secure its obligations to Morgan Stanley in connection with a $10
million loan the Debtor obtained from Morgan Stanley in April
2005.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/LAXROYAL_DiscStm.pdf

The Debtor is represented by:

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

                 About LAX Royal Airport Center, LP

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


LORETTA J HART: Southern Heritage Bank Not Dischargeable
--------------------------------------------------------
Southern Heritage Bank, v. Loretta J. Hart, Adv. Proc. No. 10-1304
(Bankr. E.D. Tenn.), alleges that Loretta J. Hart, formerly
Loretta Hart Scheib, provided materially false statements to the
Bank that were intended to deceive the Bank and induce it to make
various loans to the Debtor.  The Bank brings a claim against the
Debtor pursuant to 11 U.S.C. Sec. 523(a)(2)(B) and seeks a
determination from the Court that the Debtor's indebtedness to the
Bank is non-dischargeable.

In a May 19 ruling, Bankruptcy Judge Shelley D. Rucker held that
the Debtor's debt owed to the Bank is nondischargeable pursuant to
11 U.S.C. Sec. 523(a)(2)(B).  The Bank has fulfilled its burden of
proof to demonstrate the elements of its Sec. 523(a)(2)(B) claim
by a preponderance of the evidence.

The Bank provided loans to Daisy Properties, LLC, Optimum
Staffing, Inc., and the Debtor.  The Debtor was a member of Daisy,
along with her former husband, Jerry Scheib.  The Debtor's
relationship to Optimum is not so clear and is central to this
dispute. A copy of Judge Rucker's May 19, 2011 Memorandum is
available at http://is.gd/ST9O02from Leagle.com.

Loretta J. Hart filed her Chapter 11 bankruptcy petition (Bankr.
E.D. Tenn. Case No. 09-16854) on Oct. 22, 2009.  The Court
converted the case to one under Chapter 7 on Nov. 5, 2009.


LOUISVILLE ORCHESTRA: Files Exit Plan; June 28 Hearing Set
----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Louisville Orchestra filed a bankruptcy-exit plan
on Monday, a day before the filing deadline.

DBR, citing the Louisville Courier-Journal, reports the Bankruptcy
Court is slated to consider approval of the disclosure statement
explaining the Plan at a June 28 hearing.

According to DBR, the Plan provides for these creditor recoveries:

     -- Unsecured creditors would be paid about 50 cents of
        every dollar they're owed over a three-year period;

     -- The nearly $43,500 the orchestra owes in contributions
        to its musicians' pension plan would be paid in full;

     -- Lender Chase Bank will forgive half of its $350,000
        secured claim and will receive cash for the rest;

     -- Lender Fifth Third Bank will essentially donate funds
        that will be used to pay back most of its $155,000 claim;

     -- The Kentucky Center, whose stage the Louisville orchestra
        graces, will receive $2,000 a month for a year to cover
        lease payments.

DBR reports that the Plan authorizes the Orchestra to enter into
employment agreements "with such individuals as the reorganized
debtor, in the exercise of its business judgment, deems necessary"
to its post-bankruptcy operations.

DBR notes the Orchestra's collective bargaining agreement with its
full-time musicians was set to expire Tuesday, but the Orchestra
and the musician's union haven't been able to agree on a new CBA
after nearly a year of negotiations.

DBR relates the Plan doesn't say what will happen if a deal isn't
reached.

                     Plan Filed on Deadline

Elizabeth Kramer at Courier-Journal.com reports that Louisville
Orchestra was required to submit its Plan yesterday -- the same
day that its collective-bargaining agreement with musicians,
signed in 2006, ends.

According to Courier-Journal, instead of closing up shop while
working on a reorganization plan, the orchestra's administration
was compelled to maintain its just-concluded season -- which was
budgeted at $6.9 million last year before the filing -- because
Stosberg rejected its motion seeking interim relief from the
collective-bargaining agreement.

The administration did persuade the boards that oversee two of the
orchestra's endowments to withdraw $1.2 million to help meet this
season's expenses, which Birman says will total about $6 million
when the orchestra's fiscal year ends Tuesday.

Even with those withdrawal funds, the orchestra still was unable
to meet its expenses, prompting a fund-raising effort -- that was
announced in a five-page letter mailed to subscribers earlier this
month from Birman and orchestra board president Chuck Maisch.  As
part of the effort, an anonymous donor agreed to donate $200,000
provided the organization raises $400,000.

Though its restructuring plan hasn't been made public, Birman said
the administration is projecting a budget of $5.3 million for next
season.  Because the season lacks a Summer Classics series, it
will most likely have fewer weeks of work for musicians than the
recently completed 37-week season, although Birman declined to
specify how many weeks have been factored into next season.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 bankruptcy protection on Dec. 3, 2010 (Bankr. W.D.
Ky. Case No. 10-36321).  Judge David T. Stosberg presides over the
case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq., and
Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC, represent
the Debtor.  In its schedules, Louisville Orchestra disclosed it
had $412,000 in assets and $1.4 million in liabilities.


MANSIONS AT HASTINGS: Hires Joyce McFarland for Claims Objections
-----------------------------------------------------------------
The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Mansions at Hastings Green,
LP, and Mansions at Hastings Green Senior, LP, to employ Joyce,
McFarland + McFarland, LLP, as special counsel.

The Debtors and Citicorp, USA have reached an agreement resolving
Citi's limited objection.

Joyce McFarland will provide the Debtors with legal advice and
services with respect to:

   (a) investigate, file and prosecute potential claim objections
       to the claims of Robert Burchfield and Nations Construction
       Management;

   (b) represent the Debtors' interest in the Adversary
       Proceeding styled James Fred Hofheinz and Nantions
       Construction Management, Inc., v. Red Capital Markets, LLC,
       SCDC, LLC, and John Does 1-10, case no. 11-03026 related to
       the claims asserted by Nations Construction Management and
       James Fred Hofheinz, including the pursuit of affirmative
       claims/third party claims of the Debtors against Robert
       Burchfield, Mansions At Hasting Green I, LLC, Mansions At
       Hastings Green Senior I, LLC, Nations Construction
       Management, and James Fred Hofheinz; and

   (c) assist, advise and represent the Debtors in filing
       avoidance actions under Sections 544, 545, 547, 548, 550
       and 553 of the Bankruptcy Code as they relate to Robert
       Burchfield, Mansions At Hastings Green I, LLC, Mansions At
       Hastings Green Senior I, LLC, Nations Construction
       Management, James Fred Hofheinz, Feniksas and other
       affiliated parties.

The Debtors will pay the professionals of Joyce McFarland
according to their hourly rates:

         Jeff Joyce, Esq.                    $550
         John H. McFarland, Esq.             $435
         Karen Chrisholm Brisch, Esq.        $400
         Lindsey Eubank Simmons, Esq.        $295
         Benjamin C. Wickert, Esq.           $260
         Legal Assistants/Paralegals         $175

The Debtors will also reimburse the firm for any necessary out-of-
pocket expenses.

Jeff Joyce, Esq., at Joyce, McFarland + McFarland, LLP, assured
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors' estates.

                  About Mansions at Hastings Green

Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The
Mansions at Hastings Green, A Multifamily Community, and Mansions
at Hastings Green Senior, LP, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 10-39474) on Oct. 22, 2010, represented
by Annie E. Catmull, Esq. -- catmull@hooverslovacek.com -- Edward
L. Rothberg, Esq. -- rothberg@hooverslovacek.com -- and T. Josh
Judd, Esq. -- judd@hooverslovacek.com -- at Hoover Slovacek LLP;
and Vincent P. Slusher, Esq. -- vince.slusher@dlapiper.com -- at
DLA Piper (US) LLP.


MARICARMEN COLON: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Maricarmen Marquez Colon
        Urb Mariolga Ave Munoz Marin X3
        Caguas PR, PR 00725

Bankruptcy Case No.: 11-04457

Chapter 11 Petition Date: May 27, 2011

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

Debtor's Counsel: Fausto David Godreau Zayas, Esq.
                  P.O. Box 9022512
                  San Juan, PR 00902-2512
                  E-mail: dgodreau@LBRGlaw.com

Scheduled Assets: $1,885,750

Scheduled Debts: $1,647,778

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-04457.pdf

The petition was signed by the Debtor.


MARMC TRANSPORTATION: Wants to Hire John Bush as Accountant
------------------------------------------------------------
MarMc Transportation Inc. asks the U.S. Bankruptcy Court for the
District of Wyoming for permission to employ John T. Bush, CPA, as
an accountant.

Mr. Bush will assist Debtor in the preparation of its Federal
Income Tax Returns, provide tax analysis related to the Chapter 11
plan, review I.R.S. proofs of claims, assist with the preparation
of monthly operating reports and any of the year-end financial
statements that may be required.

Mr. Bush will charge $165 per hour for this engagement.

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

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.


MARMC TRANSPORTATION: U.S. Trustee Tosses Out Case Conversion Plea
------------------------------------------------------------------
Daniel J. Morese, the U.S. Trustee for Region 19, withdrew his
second request to convert the Chapter 11 case of MarMc
Transportation Inc. to Chapter 7 liquidation proceeding after the
Rolling Stock auction took place on May 6, 2011.

In its request for conversion, the U.S. Trustee said the Debtor
should have renounced its duty of maximizing the value of its
estate, and instead have proceeded with a public auction by Kruze
Energy & Equipment LLC, which was estimated by Kruse to bring at
most the sum of $4 million in the face of the private sale to
Alaska Frontier Contractors that will have brought over $1 million
more.

The Debtor objected to the U.S. Trustee's case conversion plea.
The Debtor said conversion would harm its ability to meaningfully
pursue litigation.  The Debtor said the sale would generate
proceeds to the estate of more than $6 million.

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.


MARMC TRANSPORTATION: Court OKs $640,000 Sale to Oil County
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming authorized
MarMc Transportation Inc. to sell real property assets to Oil
Country Tubular LLC for $640,000.

According to the Debtor, the property is subject to a mortgage
held by Wells Fargo Bank.  The property is not necessary for the
reorganization of Debtor's financial affairs.

The Debtor said the sale proceeds will be paid to the mortgagor,
Wells Fargo Bank, which will create additional equity in the
remaining real property of the bankruptcy estate.  The purchaser
currently leases said property from Debtor.

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.


MARRIOT INTERNATIONAL: M Waikiki Files Lawsuit, Seeks Millions
--------------------------------------------------------------
Bickel & Brewer has filed a lawsuit against Marriott International
Inc. and boutique hotelier Ian Schrager on behalf of its client,
the owner of the Waikiki Edition Hotel in Honolulu.  The lawsuit
claims the Hotel has been a failure due to gross mismanagement and
Marriott's inability to successfully launch the Edition brand.

Filed in New York Supreme Court on May 26, 2011, by M Waikiki LLC,
the suit seeks tens of millions of dollars in damages and the
right to terminate the agreement with Marriott, the operator of
the 353-room Hotel.  Bickel & Brewer also announced that its
client has issued a notice of default against Marriott, claiming
that Marriott not only breached the management agreement, but, as
Owner's agent, also "...breached its common law duties to Owner,
including the duties of care, loyalty, candor, and full
disclosure."  The notice demands that Marriott cure all defaults
within the required 30 days.

"We believe that promises made in connection with the launch of
Edition were broken - leaving our client with significant damages
which have been further compounded by Marriott's inability to
effectively manage this property," says William A. Brewer III,
partner at Bickel & Brewer and lead counsel for M Waikiki LLC.
"Our client is seeking to remove Marriott from the management of
the Hotel."

In the complaint filed with the New York court, Owner alleges
that, "What Defendants represented would be a fully supported new
lifestyle hotel brand in the Marriott family of brands has turned
out to be a nonexistent hotel chain."  When the Edition brand of
boutique hotels was publicly announced, Marriott's President and
Chief Operating Officer, Arne Sorenson, stated that its "Success
will be determined by one thing only: how many of these we can
open, and how well they perform."  Despite Marriott's
representation in 2007 that it had agreements in place to open
nine hotels in major cities worldwide within the year, with up to
100 more coming soon thereafter, there are only two Edition Hotels
today - the Owner's Waikiki Hotel and a 77-room Istanbul property
that opened just last month.  The lawsuit also alleges that
defendants' failure to perform their obligations have "resulted in
outrageously-low occupancy levels and average daily room rates for
the Hotel."

The lawsuit claims that defendants failed to deliver the pre-
opening design and development assistance that was promised, and
Schrager - despite his contractual obligations to do so - had
little involvement in the development of the Hotel project.

The complaint states further, "Since its opening in September
2010, not only has Marriott all but given up on generating
sufficient business and revenues for the Hotel, it has refused to
manage operating costs in such a way as to ensure any profit to
Owner," and that, "Marriott has demonstrated a wholesale inability
to understand the fundamentals of the budgeting, planning,
revenue-management, and cost control processes."  The lawsuit
explains the dire financial circumstances facing the property -
with dismal occupancy rates and soaring costs.  Since its opening,
occupancy levels at the hotel have been below 38 percent.  During
the same time period, the overall occupancy level of the Hotel's
competitive set - those properties with whom it directly competes
- is 74 percent, according to the lawsuit.  The lawsuit says that
since its opening, the Waikiki Edition's RevPAR index is 37.3; an
index of 100 would reflect that the Waikiki Edition is operating
at a level equal to its competitors.

To top it all off, the lawsuit says that, "Schrager abandoned
Edition (and Owner) to create his own lifestyle hotel brands, one
or more of which is expected to compete directly with Edition
Hotels." Schrager announced plans for one of those new brands,
PUBLIC Hotels, last week.

"We believe defendants abandoned our clients - and their promise
to do all that was necessary to make Edition a viable competitor
in the 'lifestyle' hotel marketplace," Brewer says.

Brewer is joined in representing M Waikiki by Bickel & Brewer
partners James S. Renard and Michael S. Gardner, and firm
consulting director David Matthiesen.

                       About M Waikiki LLC

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California. It is a
special purpose entity, having approximately 75 indirect
investors, which was formed to acquire the Hotel.

Marriott International, Inc., is a global operator and franchisor
of hotels in five business segments, Luxury, Full-Service Lodging,
Select-Service Lodging, Extended-Stay Lodging, and Timeshare.  The
company is headquartered in Bethesda, Maryland.


MARSH HAWK: Court Approves New Senior Club Managers
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized Marsh Hawk Golf Club LLC and Ford's Colony Country Club
Inc., to employ Steve Willy and Lee Andrea of Affiniti Golf
Partners as their new senior club managers.

The club managers will be responsible for the management and
operation of the Debtors' operation of the Ford Colony Country
Club and supervise and direct all employees of the Debtors who
engage in management and operation of the Ford's Colony Country
Club.

                 About Marsh Hawk Golf Club, LLC

Williamsburg, Virginia-based Marsh Hawk Golf Club, LLC, and Ford's
Colony Country Club, own and operate a country club in
Williamsburg, Virginia.  The Club features a 54-hole private golf
course, restaurants, meeting rooms, banquet halls and numerous
recreational facilities.

The Companies filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Va. Lead Case No. 10-50632) on April 1, 2010.  Marsh Hawk
disclosed $26,915,398 in assets and $18,259,162 in liabilities as
of the Chapter 11 filing.

As reported in the Troubled Company Reporter on April 21, 2011,
the Court approved the disclosure statement explaining the
Chapter 11 plan of reorganization, as amended, which plan was
proposed by Prudential Industrial Properties LLC and the Official
Committee of Unsecured Creditors.


MCCLATCHY CO: BNP Paribas Discloses 5.3% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, BNP Paribas, S.A., London Branch disclosed that it
beneficially owns 3,168,513 shares of common stock of The
McClatchy Company representing 5.3% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                        http://is.gd/PdhXkV

                     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.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

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).


MECHANICAL TECHNOLOGY: Posts $62,000 Net Loss in First Quarter
--------------------------------------------------------------
Mechanical Technology, Incorporated, filed its quarterly report on
Form 10-Q, reporting a net loss of $62,000 on $2.6 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $1.9 million on $1.6 million of revenues for the
corresponding period last year.

The Company's balance sheet as of March 31, 2011, showed
$4.0 million in total assets, $1.8 million in total liabilities,
all current, and stockholders' equity of $2.2 million.

PricewaterhouseCoopers in Albany, New York, expressed substantial
doubt about Mechanical Technology'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 an accumulated deficit.

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

                       http://is.gd/8jv5iZ

Albany, N.Y.-based Mechanical Technology, Incorporated, operates
in two segments, the New Energy segment conducted through MTI
MicroFuel Cells, Inc., and the Test and Measurement
Instrumentation segment, through MTI Instruments, Inc.


MEDLINK INTERNATIONAL: Amends 2010 10-K to Remove RBSM Aud. Report
------------------------------------------------------------------
MedLink International, Inc., filed on May 12, 2011, Amendment No.
1 to its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2010, which was originally filed on April 25, 2011.

As disclosed in the Company's Current Report on Form 8-K filed on
April 27, 2011, Jewett, Schwartz, Wolfe & Associates ("JSW")
advised the Company that its audit practice was acquired by RBSM
LLP.  On March 15, 2011, the Company engaged RBSM LLP as its
independent registered public accounting firm for the Company's
fiscal year ended Dec. 31, 2010.

The Company filed its Dec. 31, 2010 financial statements together
with an Audit Report from RBSM without obtaining a manually signed
copy of RBSM's Audit Report authorizing the Company to include
their Audit Report on the Company's Form 10-K for 2010.

The Company hereby amends and restates the Original Filing for the
purposes of amending and removing the Audit Report and to display
the financial statements as unaudited.  The Company will restate
its Annual Report on Form 10-K for the years ended Dec. 31, 2010,
and 2009, to include a duly authorized Audit Report from RBSM for
the year ended Dec. 31, 2010. and a duly authorized Audit Report
from Jewett, Schwartz, Wolfe & Associates for the year ended
Dec.  31, 2009. The Company will make an additional amendment to
its Annual Report on Form 10-K/A for the year ended Dec. 31, 2010
previously filed with the SEC to restate its financial statements
as soon as practicable.

Except as described above, no other amendments have been made to
the Original Filing.

The Company reported net income of $202,675 on $6.0 million of
revenues for 2010, compared with a net loss of $3.8 million on
$520,473 of revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $10.6 million
in total assets, $4.8 million in total liabilities, all current,
and stockholders' equity of $5.8 million.

Through Dec. 31, 2010, the Company had incurred cumulative losses
of $21.2 million.  As of Dec. 31, 2010, the Company has working
capital of $231,906.

The reports of JSW on the Company's  financial statements for the
years ended Dec. 31, 2009, and 2008, did not contain an adverse
opinion or disclaimer of opinion, except that the reports of JSW
on the Company's consolidated financial statements as of and for
the years ended Dec. 31, 2009, and contained an explanatory
paragraph which noted that there was substantial doubt as to the
Company's ability to continue as a going concern due to a deficit
in working capital and incurring significant losses.

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

                        http://is.gd/GDf1FK

Ronkonkoma, New York-based MedLink International, Inc. (OTC BB:
MLKNA) -- http://www.medlinkus.com/-- is a leading healthcare
information technology company focused on clinical, information
and connectivity solutions that are focused on improving the
quality and efficiency of care.


MENDOZA VENTURES: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mendoza Ventures, LLC
        dba Hugo's at Wexford
        Post Office Box 6143
        Hilton Head Island, SC 29938

Bankruptcy Case No.: 11-03385

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Felix B. Clayton, Esq.
                  P.O. Box 1044
                  Beaufort, SC 29901
                  Tel: (843) 379-9363
                  Fax: (843) 379-9844
                  E-mail: butch@butchclaytonlaw.com

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

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb11-03385.pdf

The petition was signed by Hugo F. Arrieta, president.


MERIT GROUP: Five Star Not Part of Chapter 11 Filing
----------------------------------------------------
Five Star Products, Inc., said that several news stories have
reported that it has entered bankruptcy reorganization.  These
news stories confuse Five Star Products, Inc., a subsidiary of The
Merit Group Inc. (formerly Lancaster Distributing Co. and
Lancaster Paint Sundries Inc.) of Delaware, a paint and hardware
wholesaler, with Five Star Products, Inc. headquartered in
Fairfield, CT, a global provider of high-performance cement and
epoxy-based products for the industrial, infrastructure and marine
markets.

Five Star Products, Inc., of Fairfield, CT, is a privately-held
subsidiary of Babcock and King, Inc. and is not covered by the
Merit Group Inc. action.  Five Star Products, Inc, and its sister
subsidiary Five Star Marine, Inc. have seen vibrant growth and
expansion in the last several years.

Five Star Products, Inc. is a worldwide provider of high-
performance, versatile, non-shrink cement and epoxy-based
construction grout and concrete repair solutions for use in the
industrial, commercial, infrastructure and marine markets.

                        About Merit Group

Based in Spartanburg, South Carolina, the Merit Group Inc.
formerly Lancaster Distributing Company filed for Chapter 11
bankruptcy protection (Bankr. D. S.C. Lead Case No. 11-03216) on
May 17, 2011.  Judge Helen E. Burris presides over the case.
Michael M. Beal, Esq., McNair Law Firm PA, represents the Debtors.
The Debtors selected Kurtzman Carson Consultants LLC as their
claims agent; Alvarez & Marsal North America LLC, restructuring
consultants; Morgan Joseph Triarisan LLC, investment banker.

The Debtors estimated assets of $1 million and $10 million and
debts between $50 million and $100 million.


MICROBILT CORP: Taps KSB as Florida Special Litigation Counsel
--------------------------------------------------------------
MicroBilt Corporation and CL Verify, LLC, ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Kwall, Showers & Barack, P.A., as special litigation counsel,
effective as of the Petition Date.

KSB will provide such legal services as are necessary and
requested by the Debtors in the prosecution of those litigation in
which KSB is the Florida counsel of record, including litigation
between (i) MicroBilt and Chex Systems, Inc., in the United States
District Court for the Middle District of Florida; (ii) CL Verify
and Chex in the United States District Court for the Middle
District of Florida and (iii) CL Verify and Clarity Services,
Inc., in the Circuit Court for Hillsborough County, Florida.

The Bankruptcy Court has previously approved the retention of
Lowenstein Sandler PC as bankruptcy counsel and Maselli Warner,
PC, as special litigation counsel.  KSB will work closely with the
Debtors' other professionals to ensure that there is no
unnecessary duplication of effort and no unnecessary duplication
of cost.

The Debtors propose to compensate KSB on an hourly basis and to
pay KSB's ordinary out of pocket expenses at KSB's ordinary
billing rates and in accordance with its customary billing
practices with respect to other charges and expenses, subject to
the provisions of sections 330 and 331 of the Bankruptcy Code,
applicable Bankruptcy Rules, and any orders issued by the
Bankruptcy Court.

The Debtors believe that KSB does not hold or represent an
interest adverse to the Debtors' estates with respect to the
matters on which KSB is to be employed.  Moreover, KSB does not
have any connection with the United States Trustee or any person
employed in the office of the United States Trustee.

KSB holds a prepetition claim against the Debtors on account of
legal services rendered prior to the Petition Date in the
approximate amount of $19,494.30.

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.


MICROTEL INN: HotelMax Completes Receivership & Hotel Sale
----------------------------------------------------------
Hotel News Resource reports that HotelMax, Inc. has completed the
receivership, management and sale of the Microtel Inn & Suites in
Bushnell, Florida.

Rand Hunt, Vice President for the HotelMax Hospitality Network,
was appointed Receiver by the Sumter County Courts in November,
2010 on behalf of the Plaintiff, Central Bank, located at 20701
Bruce B. Downs Blvd, Tampa, FL, according to Hotel News Resource.

Hotel News Resource discloses that Mr. Hunt executed a management
agreement with HotelMax Hospitality Network and concurrently
listed the property for sale with HotelMax Realty, Inc.

Terry Hatfield, Chief Executive Officer of HotelMax, Inc., said
the hotel was repositioned and placed under contract during
January 2011, the report says.   The transaction was closed while
in receivership on Feb. 25, 2011, Hotel News Resource relates.


MINI MIX: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mini Mix of El Paso, Inc.
        dba Metro Mix of El Paso, Inc.
        2155 Joe Battle
        El Paso, TX 79938

Bankruptcy Case No.: 11-30993

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  Terrace Gardens
                  600 Sunland Park Drive, Bldg 4, #400
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  E-mail: budkirk@aol.com

Scheduled Assets: $1,107,967

Scheduled Debts: $1,842,622

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-30993.pdf

The petition was signed by John Mullen, president.


MISCOR GROUP: Report $220,000 Net Income in Q1 Ended April 3
------------------------------------------------------------
MISCOR Group, Ltd., filed its quarterly report on Form 10-Q,
reporting net income of $220,000 on $8.3 million of revenues for
the three months ended April 3, 2011, compared with a net loss of
$1.0 million on $8.0 million of revenues for the three months
ended April 4, 2010.

The Company's balance sheet at April 3, 2011, showed $26.6 million
in total assets, $16.6 million in total liabilities, and
stockholders' equity of $10.0 million.

As reported in the TCR on April 26, 2011, BDO USA, LLP, in
Kalamazoo, Michigan, expressed substantial doubt about MISCOR
Group'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
significant debt service obligations that mature prior to Dec. 31,
2011, which cannot currently be met.

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

                       http://is.gd/tYn9Yl

Massillon, Ohio-based MISCOR Group, Ltd., through December 2010,
has divested all but one of the various businesses within the Rail
Services and its entire Construction and Engineering Services
segment.  The Company continues to actively pursue a divestiture
of HK Engine Components, LLC, within its Rail Services segment.
Prior to the divestitures the Company operated in three business
segments: Industrial Services, Construction and Engineering
Services, and Rail Services.

Through Dec. 31, 2010, the Company operated primarily in one
continuing and one discontinued business segment:

  -- Industrial Services - Providing maintenance and repair
     services to several industries including electric motor
     repair and rebuilding; maintenance and repair of electro-
     mechanical components for the wind power industry; and the
     repairing, manufacturing, and remanufacturing of industrial
     lifting magnets for the steel and scrap industries.

  -- Rail Services - Manufacturing and rebuilding power
     assemblies, engine parts, and other components related to
     large diesel engines, and providing locomotive maintenance,
     remanufacturing, and repair services for the rail industry.


MONEYGRAM INT'L: Blum Capital Discloses 4.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Blum Capital Partners, L.P., and its
affiliates disclosed that they beneficially own 17,195,362 shares
of common stock of MoneyGram International, Inc., representing
4.3% of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/uMLsUT

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MORGANS HOTEL: Sale of Royalton and Morgans Hotels Completed
------------------------------------------------------------
Royalton LLC, a subsidiary of Morgans Hotel Group Co., on May 23,
2011, completed the sale of the Royalton hotel for $88.2 million
to Royalton 44 Hotel, L.L.C., an affiliate of FelCor Lodging
Trust, Incorporated, and Morgans Holdings LLC, a subsidiary of the
Company, completed the sale of the Morgans hotel for $51.8 million
to Madison 237 Hotel, L.L.C., also an affiliate of FelCor Lodging
Trust, Incorporated.  The parties have agreed that the Company
will continue to operate the hotels under a 15-year management
agreement with one 10-year extension option.

The Company received net proceeds of approximately $93 million
after applying a portion of the proceeds from the sales to retire
all amounts outstanding under its revolving credit facility.  The
hotels, along with the Delano hotel, were collateral for its
revolving credit facility, which terminated upon the sale of the
properties securing the facility.  Following termination of the
facility, the Delano hotel is now unencumbered.

Copies of the purchase and sale agreements will be filed as
exhibits to the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 2011.

In connection with the disposition, the Company filed an unaudited
pro forma consolidated financial statements of the Company as of
and for the quarter ended March 31, 2011, as if the disposition
had occurred as of the assumed dates set forth in the unaudited
pro forma consolidated financial statements, a full-text copy of
which is available for free at http://is.gd/7wfths

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at March 31, 2011, showed
$692.76 million in total assets, $721.93 million in total
liabilities, and a $29.17 million total deficit.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.


MY HARVEST: Files For Chapter 7 Bankruptcy Protection
-----------------------------------------------------
The Yeshiva World News reports that My Harvest America Inc. has
been forced to file for protection under Chapter 7 Bankruptcy
(Case No. 11-15482).  My Harvest America, enabled 'customers' to
purchase $300 face value gift cards at $225.00, but thousands
-- including many in Frum communities -- are now left holding
thousands of dollars 'worth' of cards, which are now valueless.


NEW BERN: Court Rejects Subcontractor's Bid to Dismiss Suit
-----------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the request of National
Erectors Rebar's motion to dismiss New Bern Riverfront
Development, LLC's claim against it.

NBRD sued various entities including National Erectors Rebar,
Inc., JDavis Architects, PLLC, and Weaver Cooke Construction, LLC,
over a failed project.  NBRD owned real property in Craven County,
North Carolina, and developed it into the SkySail Luxury
Condominiums.  Weaver Cooke served as the general contractor for
the project and hired National Erectors as a subcontractor to
design and construct certain structural components for the
project.  NBRD directly contracted with JDavis as architect, who
was responsible for designing the rest of the project's structural
elements besides the PT system.  JDavis oversaw the manner in
which the PT system connected with the rest of the components of
the project.

After completion of the design and construction of the PT system,
the system failed in three separate sections.  The failure caused
the surrounding concrete to fracture and the reinforcing steel
cables to be displaced.  The fracturing and displacement caused
concrete debris to fall from above onto the deck of the parking
garage of the project.  After the damage, NBRD alleges in its
complaint that Weaver Cooke hired two firms to investigate the
failures and draft a plan for corrective work, one of which was to
specifically focus on the PT system.  That firm reported that the
PT system adversely affected the columns in the parking deck of
the project and the swimming pool.  NBRD's lawsuit is based, among
other things, on the damage done by the failure of the PT system.
NBRD asserted claims for breach of contract against Weaver Cooke
and JDavis, and a claim for negligence against National Erectors.

NBRD's claim for negligence is based on two grounds: (1) National
Erectors failed to comply with the standard of care required of
"design professionals" under North Carolina law which resulted in
damage to the project and NBRD; and (2) under common law, National
Erectors failed to exercise reasonable care in designing and
constructing the PT system, which caused damage to the project and
NBRD.

National Erectors moves to dismiss the claim for failure to state
a claim upon which relief can be granted pursuant to Rule 12(b)(6)
of the Federal Rules of Civil Procedure -- made applicable to
adversary proceedings by Federal Rule of Bankruptcy Procedure
7012.  National Erectors argues it is not a "design professional"
to which this specific standard of care should be applied and that
an action in common law tort does not lie against a party who is
simply negligent in performing a contract.

A copy of the Court's May 24, 2011 Order is available at
http://is.gd/Czk2XYfrom Leagle.com.

                      About New Bern Riverfront

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on Nov. 30, 2009 (Bankr. E.D.N.C. Case No.
09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
represents the Debtor.  The Company disclosed $31,515,040 in
assets and $25,676,781 in liabilities as of the Chapter 11 filing.


NEWCARDIO, INC: Posts $2.4 Million First Quarter Net Loss
---------------------------------------------------------
NewCardio, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.41 million on $39,069 of revenue for
the three months ended March 31, 2011, compared with a net loss of
$4.31 million on $49,041 of revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$1.64 million in total assets, $6.07 million in total liabilities,
and a stockholders' deficit of $4.43 million.

As reported in the TCR on April 5, 2011, RBSM LLP, in New York,
expressed substantial doubt about NewCardio's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant losses.

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

                       http://is.gd/Lx4uB7

Santa Clara, Calif.-based NewCardio, Inc., is a cardiac diagnostic
and services company developing and marketing proprietary software
platform technologies to provide higher accuracy to, and increase
the value of, the standard 12-lead electrocardiogram, or ECG.


NEXTWAVE WIRELESS: Posts $61 Million Net Loss in April 2 Quarter
----------------------------------------------------------------
NextWave Wireless Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $61.0 million for the three months ended
April 2, 2011, compared with a net loss of $2.9 million for the
three months ended April 3, 2010.

The Company's net loss from continuing operations during the first
quarter of 2011 was $62.1 million compared to $966,000 for the
first quarter of 2010.  Excluding the gain on extinguishment of
debt of $38.0 million, net loss from continuing operations was
$39.0 million for the first quarter of 2010.

The Company's continuing operations are comprised of its portfolio
of licensed wireless spectrum assets.  The Company continues to
pursue sales of its wireless spectrum license assets, the net
proceeds of which will be used to reduce the Company's outstanding
indebtedness.

The Company's balance sheet at April 2, 2011, showed
$484.5 million in total assets, $941.1 million in total
liabilities, and a stockholders' deficit of $456.6 million.

As reported in the TCR on March 23, 2011, Ernst & Young LLP, in
San Diego, Calif., expressed substantial doubt about NextWave
Wireless'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 has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $784.6 million at Jan. 1, 2011, that is
associated with the maturity of its debt.  "The Company currently
does not have the ability to repay this debt at maturity."

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

                       http://is.gd/lJiLdK

San Diego, Calif.-based NextWave Wireless Inc. (OTC QB: WAVE)
-- http://www.nextwave.com/-- is a wireless technology company
that manages and maintains worldwide wireless spectrum licenses.

On Oct. 8, 2010, the Company announced the closing of the sale of
its remaining 65% equity interest in PacketVideo Corporation to
NTT DOCOMO, INC., for $111.6 million.  DOCOMO has previously
acquired a 35% stake in PacketVideo from the Company in July 2009.
Upon the closing of the transaction, PacketVideo became a wholly-
owned subsidiary of DOCOMO.


NEW GRANGE: Aims to Keep Melting Pot Restaurant Open
----------------------------------------------------
Jim Hammerand, staff writer at Minneapolis / St. Paul Business
Journal, reports that New Grange, Inc., franchisee and operator of
The Melting Pot in downtown Minneapolis, filed for bankruptcy
protection against creditors including state and federal tax
authorities, citing money is running thin at The Melting Pot.

According to the report, the Company owes nearly $1.15 million to
unsecured creditors and has assets worth less than $50,000.
Owners said they intend to keep the fondue restaurant open.

The largest of the debts is a $600,000 tax claim by the Internal
Revenue Service.  The restaurant also owes almost $98,000 to the
Minnesota Department of Revenue.

New Grange, Inc., filed a Chapter 11 petition (Bankr. D. Minn.
Case No. 11-43417) on May 13, 2011.  Ann P. Johnson, Esq., at MLG
Bankruptcy Group LLC, in Edina, Minnesota, represents the Debtor.
The Debtor estimated assets of up to $50,000 and debts of
$1,000,001 to $10,000,000.


NEWFLIED EXPLORATION: Fitch Ratings Affirms IDR at 'BB+'
--------------------------------------------------------
Fitch Ratings has revised Newfield Exploration Company's
(Newfield) Rating Outlook to Positive from Stable. In addition,
Fitch affirmed Newfield's Issuer Default Rating (IDR) at 'BB+' and
the company's senior subordinated note rating at 'BB'.

The Positive Outlook reflects the company's conservative financial
profile combined with management's stated goal of keeping capital
expenditures within operating cash flow levels. While management
has stated it is willing to borrow to finance acquisitions, Fitch
would expect acquisitions to be relatively small and to also be
financed with divestitures of non-core related assets as the
company focuses on continually high-grading its asset base.

Catalysts for future positive rating actions include:

   -- Continued strong operational performance including achieving
      organic reserve growth of greater than 100% combined with
      competitive F&D and FD&A costs and growing production
      levels;

   -- Funding capital expenditures out of operating cash flows
      with all acquisitions funded partially from asset sales
      and/or equity in the case of larger acquisitions; and

   -- Maintaining leverage metrics including E&P Debt/PD (proved
      developed reserves) below $7.00/boe.

It is important to note that a future upgrade of the company's
ratings would likely entail a continued one notch differential
between the company's senior unsecured and senior subordinated
note ratings. Future debt offerings for the company are likely to
include senior unsecured note offerings which would reinforce the
one-notch rating differential.

Newfield's ratings continue to reflect the company's plans to live
within internally generated cash flows (excluding acquisitions),
as well as the company's conservative management team and
financial profile, reasonable debt levels relative to its peers
(as measured on a debt/barrel of oil equivalent [boe] and
debt/barrel of proven developed reserves), and the company's
improved asset profile following the 2007 diversification away
from the Gulf of Mexico. Newfield continues to benefit in the
current commodity price environment from its significant commodity
hedges as well as a significant and growing exposure to oil
production. Offsetting factors include the potential for
additional debt to finance growth opportunities (primarily M&A)
and the weak fundamentals associated with the natural gas market.

Credit metrics continued to improve as of March 31, 2011 as
Newfield generated latest 12 months (LTM) EBITDAX of $1.67 billion
which resulted in interest coverage of 10.59 times (x) and
leverage, as measured by debt-to-EBITDAX of 1.45x. At year-end
2010, E&P debt/boe of proven reserves was $3.89/boe ($.65/mcfe)
and E&P debt/boe of proven developed reserves (PD) was $6.68/boe
($1.11/mcfe). E&P debt calculations include an adjustment for
adding asset retirement obligations (AROs) to balance sheet debt
levels. At year-end 2010, Newfield had $108 million of AROs on its
balance sheet.

Free cash flow (cash flow from operations less capital
expenditures) was negative $260 million during the LTM period
primarily related to the generation of negative FCF during the
fourth quarter of 2010 and the first quarter of 2011. On a
quarter-by-quarter basis, Newfield continued to generate weaker
FCF levels as capital expenditures have ramped up. Given
expectations for rising production levels throughout the remainder
of 2011, the company would be expected to generate positive FCF
during the later half of 2011. Full year FCF levels are not
expected to be negative.

Liquidity remains strong and stems from cash balances ($56 million
on March 31, 2011), remaining availability of $1.0 billion on its
$1.25 billion senior unsecured credit facility (maturing in June
2012) and from operating cash flows ($1.53 billion for the LTM
period ending March 31, 2011). Newfield maintains a significant
amount of commodity hedges limiting the company's exposure to
short-term commodity price volatility (approximately 61% of 2011
natural gas production and 56% of total 2011 oil production or 80%
of domestic crude production) combined with growing production
levels (particularly oil production levels) continue to support
operating cash flow levels while reduced capital expenditures
should result in neutral free cash flow levels during 2011. The
company's next debt maturity includes the $325 million of 6.625%
senior subordinated notes due in September 2014.

Key covenants are primarily associated with the senior unsecured
credit facility and include maximum debt to book capitalization
(60% covenant threshold), maximum total debt to EBITDA (3.5x
covenant level) and minimum net present value (NPV) of oil and gas
properties to total debt (1.75x covenant level), all of which had
ample headroom at Mar. 31, 2011. It is important to note that the
debt to EBITDA covenant provides for adjustments to back out the
impacts of unrealized gains/losses on commodity hedges, ceiling
test writedowns and goodwill impairments. In addition, the
company's NPV covenant makes adjustments to debt balances by only
including 50% of the principal amount of the senior subordinated
notes. Tests for the NPV covenant are performed annually in May
and Newfield saw no reductions in borrowing capacity as a result
of this covenant in 2011. Remaining covenants associated with the
company's outstanding senior subordinated debt include limits on
incurring debt secured by liens, sale/leaseback transactions,
limits on the ability to engage in merger transactions, limits on
the ability to incur additional debt, limits on making restricted
payments, paying dividends or redeeming capital stock as well as
other restrictions.

Newfield is a mid-sized oil and gas exploration and production
company headquartered in Houston, Texas. Newfield has operations
in several major regions of the United States (Mid-Continent,
Rocky Mountains, South Texas, and deep water Gulf of Mexico), as
well as international offshore operations in Malaysia and China.
At year-end 2010, Newfield's reserves had grown to 619 mmboe, of
which 58% was proven developed and approximately 67% natural gas.

Fitch affirmed these ratings for Newfield:

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

   -- Senior unsecured bank facility at 'BB+';

   -- Senior subordinated notes at 'BB'.

The Rating Outlook is Positive.


NIVS INTELLIMEDIA: Receives Additional Amex Delisting Notices
-------------------------------------------------------------
NIVS IntelliMedia Technology Group, Inc. disclosed that on May 16,
2011, the Company received a notification from the NYSE Amex LLC
advising the Company of the determination of the staff of NYSE
Regulation, Inc. that the Company is also subject to delisting
pursuant to Section 132(e) of the Company Guide; and on May 17,
2011, the Company received an additional notification from the
Exchange advising the Company of the Staff's determination that
the Company has failed to comply with certain additional continued
listing standards of the Exchange pursuant to Sections 134 and
1101 of the Company Guide.

On April 5, 2011, NIVS received notification from the Exchange of
its intention to delist the common stock of the Company from the
Exchange, pursuant to Section 1009(a) of the NYSE Amex LLC Company
Guide.  For details regarding the Initial Notification, see the
Company's current report on Form 8-K filed with the SEC on
April 11, 2011.  The Company appealed the Staff's determination
and provided a written submission to the Exchange in support of
its appeal on May 6, 2011, and a supplemental written submission
on May 10, 2011.

In the view of the Staff, the Company is additionally subject to
delisting pursuant to Section 132(e) of the Company Guide because
the Company made a material misrepresentation in its submission to
the Listing Qualifications Panel.  Specifically, in the Initial
Submission, the Company stated that it had been contacted by the
SEC Division of Enforcement and had received a subpoena for
documents in relation to an SEC investigation of three other
companies, however, in the Initial Submission, the Company did not
state that it was itself under investigation by the SEC.  It has
come to the Staff's attention that the representatives of the
Company had been specifically informed prior to the date of the
Initial Submission that the Company was itself a subject of the
SEC's investigation, and that notwithstanding such notification,
the Initial Submission failed to disclose that the Company was
itself under investigation by the SEC.  After the discrepancy was
brought to the attention of the Company's representatives, it
submitted the Supplemental Submission, in which it confirmed that
the Company is under investigation by the SEC.

The Staff has also determined that the Company has failed to
comply with certain of the continued listing standards set forth
in Sections 134 and 1101 of the Company Guide because the Company
has yet to file its Form 10-Q for the period ended March 31, 2011.
In the view of the Staff, due to the fact that the Company's
auditor withdrew its most recent audit opinion, it is expected
that a new independent auditor will need to complete a full audit
of the Company's financial statements.  As a result of this, there
is no timetable as to when or if the Company will be able to
complete the filing of its Form 10-K for the year ended
Dec. 31, 2010 or Form 10-Q for the period ended March 31, 2011.

                       SEC Investigation

The Company has received formal notification from the staff of the
SEC that it has initiated a formal, nonpublic investigation into
whether the Company and four other listed companies had made
material misstatements or omissions concerning its financial
statements, including cash accounts and accounts receivable.  The
SEC has served the Company with a subpoena, dated March 24, 2011,
for documents relating to the matters under review by the SEC.  It
is not possible at this time to predict the outcome of the SEC
investigation, including whether or when any further proceedings
might be initiated, when these matters may be resolved or what, if
any, penalties or other remedies may be imposed. The Company is
committed to cooperating with the SEC.

                      Auditor Resignation

On May 14, 2011, BDO China Li Xin Da Hua CPAs resigned as the
Company's independent auditor, effective immediately.  For details
regarding BDO's resignation, see the Company's current report on
Form 8-K to be filed on or about May 19, 2011.

                      About NIVS IntelliMedia

NIVS IntelliMedia Technology Group, Inc. is an integrated consumer
electronics company that designs, manufactures, markets, and sells
intelligent audio and video products and mobile phones in China,
Greater Asia, Europe, and North America.  The NIVS brand has
received "Most Popular Brand" distinction in China's acoustic
industry for three consecutive years, among numerous other awards.
NIVS has developed leading Chinese speech interactive technology,
which forms a foundation for the Company's intelligent audio and
visual systems, including digital audio, LCD televisions, digital
video broadcasting set-top boxes, peripherals, and more.


NO FEAR: 1903 Onshore DIP Loan Approved for NO Fear MX's Inventory
------------------------------------------------------------------
The Hon. Margaret M. Mann of the U.S. Bankruptcy Court for
Southern District of California authorized No Fear Retail Stores,
Inc., et al., to obtain debtor-in-possession financing pursuant to
a credit and security agreement with 1903 Onshore Funding LLC.

The Debtors are otherwise unable to obtain financing on more
favorable terms from sources other than the lender.  The Debtor
determined not to pursue the postpetition financing from Hilco
Brands, LLC, and Infinity FS Brands, LLC.

The Debtors will use the funds for working capital and to carry on
the operation of their business.  No Fear Retail Stores will draw
$220,000 from the DIP facility that it will advance to No Fear MX
to be used to purchase inventory for NO Fear MX.

As adequate protection, the Debtor will grant the lender security
interest in, and mortgage on, all of the Debtors' right, title and
interest in all real property owned by the Debtors.

The Court also approved the intercreditor agreement between the
lender and Credit Cash NJ, LLC, in connection with the DIP
facility.

                    About No Fear Retail Stores

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

Simo Holdings Inc. disclosed that it had a 52% share in the
company.  That entity developed the No Fear brand and is mostly
owned by founding brothers Brian and Mark Simo, each of whom own
about 38% of the company.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtors tapped Venturi & Company
LLC, as their financial advisors.  The Debtor estimated its assets
at $10 million to $50 million and debts at $1 million to
$10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NOVELOS THERAPEUTICS: Posts $1 Million First Quarter Net Loss
-------------------------------------------------------------
Novelos Therapeutics, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.01 million on $8,333 of revenue
for the three months ended March 31, 2011, compared with net
income of $5.35 million on $8,333 of revenue for the same period
last year.

The Company recorded a gain on derivative warrants of $125,490 and
$7.90 million in the three months ended March 31, 2011, and
March 31, 2010, respectively.

The Company's balance sheet at March 31, 2011, showed
$1.11 million in total assets, $804,434 in total liabilities, and
stockholders' equity of $304,915.

As reported in the TCR on April 18, 2011, Stowe & Degon LLC, in
Westborough, Massachusetts, expressed substantial doubt about
Novelos Therapeutics' ability to continue as a going concern,
following the Company's 2010 financial results.  The independent
auditors noted that the Company has generated insignificant
revenues and has incurred continuing losses in the development of
its products.

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

                       http://is.gd/890Pak

                    About Novelos Therapeutics

Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT)
-- http://www.novelos.com/-- is a biopharmaceutical company
developing oxidized glutathione-based compounds for the treatment
of cancer and hepatitis.


NV ENERGY INC: Fitch Affirms 'BB' IDR; Outlook Stable
-----------------------------------------------------
Fitch Ratings has affirmed the 'BB' long-term Issuer Default
Rating (IDR) for NV Energy, Inc. (NVE) and the 'BB+' long-term
IDRs for its utility operating subsidiaries Nevada Power Company
(NPC) and Sierra Pacific Power Company (SPPC).

The Rating Outlook is Stable.

These rating actions affect approximately $4.9 billion of long-
term debt.

Key rating factors include these concerns:

   -- Moderately high debt leverage and relatively weak financial
      metrics;

   -- Tough economic conditions in Nevada.

These concerns are somewhat offset by these strengths:

   -- The completion of a multi-year plan to significantly
      increase company-owned generation;

   -- A balanced regulatory environment in Nevada.

Weak, But Improving, Financial Metrics:

NVE's ratings remain constrained by the company's relatively weak,
but improving, financial metrics. For the year ended Dec. 31,
2010, NVE's funds from operations (FFO) to debt percentage was
13%, and its EBITDA interest coverage ratio was 2.6 times (x).
These metrics improved from the year-end 2009 figures of 10% and
2.5x, respectively, but are still below average when compared to
the broader utility sector.

Continued Financial Improvement Expected:

However, Fitch expects NVE's debt leverage metrics to continue to
improve over the 2011-2013 timeframe. Significantly reduced growth
capital spending at the utilities could result in free cash flow
and alleviate stress on the balance sheet. Current growth capital
is limited primarily to the NV Energize Smart Grid project and the
ON Line transmission project. Total capital spending over 2011-
2013 is expected to approximate $1.5 billion, roughly the amount
spent in 2008 alone at the height of the utilities' multi-year
capital expenditure buildout that increased company-owned
generation by more than 3,000 MW.

Benefits From Company-Owned Generation:

The significant increase in company-owned generation since 2005 is
beneficial to credit quality. The utilities' operating
characteristics have been enhanced and set the stage for improved
financial performance in future years. The generating fleet is
much more efficient now than it was at the outset of the expansion
program, the company-owned generation is a more reliable source of
power, and the utilities are able to earn a return on their
investments in rate base.

NPC's General Rate Case:
NVE should also benefit starting Jan. 1, 2012 from NPC's expected
recovery in rates of recently completed projects, including the
Harry Allen Generating Station, which just became commercially
operable. The Public Utility Commission of Nevada (PUCN) would
have until the end of 2011 to rule on NPC's upcoming general rate
case (GRC), and a constructive ruling may result in a positive
Rating Outlook revision for all three entities. A better financial
profile at NPC would indirectly benefit SPPC's credit quality by
reducing NVE's disproportionate reliance on SPPC for utility
distributions to the parent.

Constructive Regulatory Environment:

Fuel and purchased power cost pass-through mechanisms allowed by
the PUCN help provide some stability to cash flows during periods
of commodity and power price volatility. The PUCN also pre-
approves planned construction costs for recovery in future GRCs
and has mitigated regulatory lag by permitting use of a hybrid
test year methodology.

Tough Economic Conditions in Nevada:

Financial performance reflects the tough economic conditions in
Nevada, a state particularly hard hit by the collapse of the
housing market and broader recession, which has masked the
benefits of both utilities' recently completed infrastructure
investments. The unemployment rate in Nevada remains stubbornly
high, and Fitch expects the utilities' load growth to remain low
over the near term. Continued economic malaise in Nevada could
dampen the uplift in cash flows otherwise expected from the
slowdown in capital spending.

Adequate Liquidity:

Fitch considers NVE's liquidity position to be adequate. NPC and
SPPC have sufficient availability under their respective $600
million and $250 million revolving credit facilities, which both
expire in April 2013. Availability under the facilities is reduced
by negative mark-to-market exposure of hedging obligations, but
never by more than $300 million for NPC and $125 million for SPPC.
Under the direction of the PUCN, neither utility has entered into
fixed-price natural gas hedges since 2009, so negative mark-to-
market exposure is minimal.

Company Description:

NVE is a holding company and parent to vertically integrated,
regulated utilities NPC and SPPC, which collectively do business
as NV Energy. NPC serves approximately 830,000 electric customers
in southern Nevada, including the Las Vegas metropolitan area.
SPPC serves approximately 321,000 electric and 151,000 natural gas
customers in northern Nevada.

Fitch has affirmed these ratings:

NVE

   -- Long-term IDR at 'BB';

   -- Senior unsecured debt at 'BB'.

NPC

   -- Long-term IDR at 'BB+';

   -- Senior secured debt at 'BBB';

   -- Senior unsecured debt at 'BB+'.

SPPC

   -- Long-term IDR at 'BB+';

   -- Senior secured debt at 'BBB'.


ORDWAY RESEARCH: Gets Interim Order to Use of Cash Collateral
-------------------------------------------------------------
Judge Robert E. Littlefield Jr. signed off on an interim order
approving a stipulation that governs Ordway Research Institute
Inc.'s continued use of cash collateral and permits it to obtain
DIP financing over the objection of the Silverman Foundation.

The Final Hearing to consider the Silverman Foundation Objection
to the Motion and the Stipulation is adjourned to June 15, 2011
at 10:30 a.m. before the Judge Littlefield.

As of the Petition Date, the Debtor owed:

     -- KeyBank National Association under two promissory notes
        aggregating $1.5 million;

     -- Key Equipment Finance, Inc., under $2.79 million in
        equipment financing; and

     -- the Marty and Dorothy Silverman Foundation under a
        $3.5 million promissory note.

The KeyBank loans are secured by all of the Debtor' assets.

The Debtor did not grant KEF a security interest in any of the
cash collateral.  To the extent KEF asserts a security interest in
any of the Debtor's property, the security interest is limited to
the equipment that is subject of the equipment lease.

The Debtor also does not believe that the Silverman Foundation has
a security interest in the cash collateral.

KeyBank has consented to the Debtor's limited use of cash
collateral, subject to the Stipulation.

In a prior stipulation, dated May 6, KeyBank authorized the Debtor
to use cash collateral and obtain postpetition loans until July 5,
unless extended by the bank.

                       About Ordway Research

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/endocrinology.

The Debtor filed for Chapter 11 protection (Bankr. S.D. NY Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan represents the Debtor in its restructuring
effort.  JC Jones & Associates serves as its financial and
restructuring advisors.  As of April 26, 2011, Ordway had roughly
$12,158,202 in assets and $17,108,847 in liabilities.

Counsel for cash collateral lender KeyBank N.A. is:

          Justin A. Heller, Esq.
          NOLAN & HELLER, LLP
          39 North Pearl Street
          Albany, NY 12207
          Tel: (518) 449-3300
          Fax: (518) 432-3123
          E-mail: jheller@nolanandheller.com


ORDWAY RESEARCH: Silverman Objects to Use of Cash Collateral
------------------------------------------------------------
The Marty and Dorothy Silverman Foundation filed an objection to
the Debtor's motion for entry of an order approving use of cash
collateral and the May 6, 2011, stipulation regarding Debtor's
continued use of cash collateral and obtaining DIP financing.

James Lagios, Esq., of Eisman Cunningham Riester & Hyde LLP,
attorney for the Marty and Dorothy Silverman Foundation recalls
that on June 21, 2010, the Debtor borrowed $3.5 million from the
Silverman Foundation pursuant to a Program-Related Investment Loan
Agreement.

Pursuant to the Loan Agreement, the Debtor agreed to use the
proceeds of the loan for the purchase and renovation of a premises
located at 130 New Scotland Avenue, Albany, N.Y., to further the
accomplishment of the tax-exempt purposes of the Debtor and the
Silverman Foundation.  The Debtor covenanted in the Loan Agreement
to repay any portion of the loan proceeds not used for such tax-
exempt purposes.

The Debtor further executed a Restrictive Covenant, dated June 21,
2010, which provided:

     a. During the terms of the [Loan] Agreement, ORDWAY will keep
        the property free and clear of any and all encumbrances
        voluntary or involuntary;

     b. During the term of the [Loan] Agreement, ORDWAY may not
        sell or encumber the Property without the prior written
        consent of MDSF.

The Silverman Foundation demands adequate assurances that its
interests in the real and personal property subject to the
Mortgage and Security Agreement are fully protected.  The
Silverman Foundation also hereby demands such adequate assurances
as are necessary to fully protect its interest in any assets being
held by the Debtor in constructive trust as proceeds of the funds
advanced under the Loan Agreement which were not used by the
Debtor for their intended purposes.

                       About Ordway Research

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/endocrinology.

The Debtor filed for Chapter 11 protection (Bankr. S.D. NY Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan represents the Debtor in its restructuring
effort.  JC Jones & Associates serves as its financial and
restructuring advisors.  As of April 26, 2011, Ordway had roughly
$12,158,202 in assets and $17,108,847 in liabilities.

Counsel for cash collateral lender KeyBank N.A. is:

          Justin A. Heller, Esq.
          NOLAN & HELLER, LLP
          39 North Pearl Street
          Albany, NY 12207
          Tel: (518) 449-3300
          Fax: (518) 432-3123
          E-mail: jheller@nolanandheller.com


P&C POULTRY: Plan Filing Exclusivity Extended Until Aug. 23
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of
California extended the exclusive periods of P&C Poultry
Distributors, Inc. and its debtor affiliates to file a Chapter
11 plan through Aug. 23, 2011, and to exclusively solicit
acceptances for that plant through Oct. 24, 2011.

According to the Troubled Company Reporter on May 5, 2011, the
Debtors relate that they have identified a potential stalking
horse bidder for their assets and expect to be able to propose an
exit transaction very soon.

Based on this current timeline, the Debtors anticipate to be in a
position to propose a Chapter 11 plan by the end of the second
quarter of 2011.

Moreover, the Debtors aver that they need the additional time to
fully evaluate claims asserted against their estates, and in an
attempt to propose a consensual plan, to negotiate with various
stakeholders in the hopes of resolving pending issues that could
otherwise stall confirmation of the plan.

              About P&C Poultry and Custom Processors

City of Industry, California-based P&C Poultry Distributors, Inc.,
and its affiliate Custom Processors, Inc., are a further processes
and distributes processed poultry products operating out of a
U.S.D.A.-certified facility in the City of Industry, California.
P&C produces value-added frozen and fresh poultry products for
re-sale to major fast food restaurant chains and casual dining
services, including CKE Restaurants, Inc. (Carl's Jr., Hardee's),
Yum! Brands, Inc. (KFC, Taco Bell), the Carlson Companies (Pickup
Stix, T.G.I. Friday's) and Daphne's Greek Cafe.

P&C filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Case No. 10-46350) on Aug. 27, 2010.  Brian L. Davidoff, Esq.,
C. John M. Melissinos, Esq., David Y. Joe, Esq., and Claire E.
Shin, Esq., at Los Angeles, Calif., represent the Debtors.  The
Debtor estimated assets and debts at $10 million to $50 million.
Custom Processors filed a separate Chapter 11 petition on the same
day. The cases are jointly administered.

Scott Blakeley, Esq., at Blakely & Blakeley LLP, in Irvine,
Calif., represents the creditors' committee.


PARK MAUSOLEUM: In Receivership, Building Crumbling Away
--------------------------------------------------------
TURNto10.COM reports that the privately owned Roger Williams Park
Mausoleum in Cranston is deteriorating.  The report relates that
all the family members who used to take care of the place are
gone, and there's no money left to keep it up.  The mausoleum went
into receivership in 2003 after the last member of the Cullinan
family, the owners, passed away, according to turnto10.com.

"When these mausoleums are permitted, they're supposed to set up
what's called a perpetual care fund.  And then a certain amount of
the sales proceeds go into that fund, and it's supposed to be, as
the name implies, it's supposed to be for perpetual care.  As best
we can tell, those funds ran out long before we got appointed,"
the report quoted Mark Russo, the court-appointed receiver, as
saying.

As the court-ordered receiver, the law partner of Russo had been
trying to find a solution, but he passed away two years ago,
turnto10.com notes.  After mailings and notices in the paper, only
10 extended family members of loved ones buried inside came
forward, turnto10.com discloses.  TURNto10.COM notes the cost to
move the rest with a proper burial somewhere else is estimated at
$1 million.

"We have motions now pending with the court to either have the
government step up and do something or allow me to abandon because
I don't have the ability to do anything with it anymore," Mr.
Russo said, the report relates.

Abandonment would leave the city of Cranston or the state of Rhode
Island to foot the bill, turnto10.com says.  The case will be in
Superior Court next month.


PHILADELPHIA ORCHESTRA: Hires Alvarez & Marsal as Fin'l Advisor
---------------------------------------------------------------
The Philadelphia Orchestra Association, and Academy Of Music Of
Philadelphia, Inc., obtained authority from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania for permission to
employ Alvarez & Marsal North America, LLC, to serve as financial
advisor.

A&M will, among other things, provide assistance to the Debtors
with respect to management of the overall restructuring process,
the development of ongoing business and financial plans and
supporting restructuring negotiations among the Debtors, their
advisors and their creditors with respect to an overall exit
strategy for their Chapter 11 cases.

Joseph A. Bondi, managing director of A&M, tells the Court that
A&M will render services at these discounted rates:

         Level              Standard Rates      Discounted Rates
         -----              --------------      ----------------
         Managing Director  $650 - $850             $500
         Director           $450 - $650             $375
         Associate          $350 - $450             $265

Mr. Bondi adds that A&M received $50,000 as a retainer for
services rendered prepetition. In the 90 days prior to the
Petition Date, A&M received retainers and payments totaling
$432,955 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 $46,798
unapplied residual retainer will not be segregated by A&M in a
separate account, and will be held until the end of these Chapter
11 cases and applied to A&M's finally approved fees in these
proceedings.

Mr. Bondi assures the Court that A&M is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel.  Curley, Hessinger &
Johnsrud serves as its special counsel.  Garden City Group, Inc.
serves as the Debtor's claims and noticing agent.  Encore Series,
Inc., tapped EisnerAmper LLP as accountants and financial
advisors.  In its petition, Philadelphia Orchestra estimated $10
million to $50 million in assets and debts.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: Wins OK to Hire Dilworth Paxson as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized The Philadelphia Orchestra Association, and Academy Of
Music Of Philadelphia, Inc., to employ Dilworth Paxson LLP as
bankruptcy counsel.

Dilworth Paxson can be reached at:

         Lawrence G. McMichael, Esq.
         DILWORTH PAXSON LLP
         1500 Market Street, Suite 3500E
         Philadelphia, PA 19102
         Tel: (215) 575-7000
         Fax: (215) 575-7200
         E-mail: lmcmichael@dilworthlaw.com

The Debtors will pay the professionals of Dilworth Paxson
according to their hourly rates:

         Lawrence G. McMichael                   $750
         Christie C. Comerford                   $440
         Anne M. Aaronson                        $410
         Catherine G. Pappas                     $295
         Meryl B. Vinocur                        $235

Lawrence G. McMichael, Esq., a partner at Dilworth Paxson, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors' estates.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  Alvarez & Marsal is the Debtors' financial advisor.
Curley, Hessinger & Johnsrud serves as special counsel.  Garden
City Group, Inc. serves as the Debtors' claims and noticing agent.
Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.  In its petition, Philadelphia Orchestra
estimated $10 million to $50 million in assets and debts.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: Committee Hires Reed Smith as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of The Philadelphia Orchestra Association, and Academy Of
Music Of Philadelphia, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
to retain Reed Smith LLP, as its counsel, nunc pro tunc to May 4,
2011.

As the Committee's counsel, Reed Smith will, among other things:

   (a) consult with the Debtors concerning the administration
       of these cases;

   (b) investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability or the continuance
       of such business, and any other matter relevant to the
       cases or the formulation of one or more plans;

   (c) evaluate, with the Debtors, its various contractual
       obligations to determine whether those contract are
       beneficial or need to be modified in light of the
       Debtors' current financial situation; and

   (d) participate in the formulation of one or more plans,
       advising those represented by such committee of such
       committee's determinations as to any plan formulated,

       and collect and file with the court acceptances or
       rejections of any such plan.

Reed Smith has agreed to represent the Committee at rates that are
significantly lower than the firm's standard hourly rates.  The
firm will charge the Debtors' estates for the expenses incurred by
Reed Smith on behalf of the Committee in a manner and at rates
consistent with charges made generally to Reed Smith's other
clients and in a manner consistent with Local Bankruptcy Rules;
provided however, Reed Smith has agreed to accept as payment for
its legal services 80% of its standard hourly rates plus expenses
billed, provided further that regardless of the standard hourly
rate charged by a Reed Smith attorney who works on this matter,
such attorney's hourly rate will be capped at $650 per hour (even
if 80% of such attorney's standard hourly rate would exceed $650
per hour).

By separate application, the Committee also intends to request the
Court's permission to employ Deloitte Financial Advisory Services,
LLP, as its financial advisor.

Reed Smith is a "disinterested person" as that phrase is defined
in Section 101 (14) of the Bankruptcy Code.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the Debtor's
claims and noticing agent.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: Meeting of Creditors Continued to June 27
-----------------------------------------------------------------
The U.S. Trustee for Region 3 has continued until June 27, 2011,
at 10:00 a.m., the 11 U.S.C. Sec. 341 meeting of The Philadelphia
Orchestra's creditors.

The U.S. Trustee previously convened a meeting of creditors on
May 26, 2011.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the Debtor's
claims and noticing agent. Encore Series, Inc., tapped EisnerAmper
LLP as accountants and financial advisors.  In its petition,
Philadelphia Orchestra estimated $10 million to $50 million in
assets and debts.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.  Reed Smith LLP serves as the Committee's
counsel.


PHILADELPHIA ORCHESTRA: Hires Morgan Lewis as ERISA Counsel
-----------------------------------------------------------
The Philadelphia Orchestra has asks the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to employ:

         Steven D. Spencer
         Morgan Lewis & Bockius LLP
         Philadelphia, PA 19103-2921
         (215) 963-5714
         Email: sspencer@morganlewis.com

as special counsel to provide pension and ERISA advice and
perform specific pension-related services that the Debtors will
require during the course of these Chapter 11 Cases.

Prior to the Petition Date, Morgan Lewis provided pension-related
legal services to the Debtors in the ordinary course of business,
including advising the Debtors in connection with pension and
fund-related matters.  As such, Morgan Lewis is intimately
familiar with the pension and ERISA issues that the Debtors have
been facing and those that the Debtors are likely to face during
the course of the Chapter 11 Cases.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the Debtor's
claims and noticing agent.  Encore Series, Inc., tapped
EisnerAmper LLP as accountants and financial advisors.  In its
petition, Philadelphia Orchestra estimated $10 million to $50
million in assets and debts.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


POPEYE'S INC: Nassau High Court Dismisses Former Owner's Suit
-------------------------------------------------------------
Judge Michele M. Woodard of the Supreme Court, Nassau County,
dismissed the lawsuit, Stan Stuart, v. Robert L. Folks &
Associates, LLP, and Cynthia A. Kouril, Esq. (Nassau County Sup.
Ct.).

The Plaintiff, the former owner and chief executive officer of
Popeye's Inc. and Popeye's Fishing Station, Inc., commenced the
action against the defendants to recover damages for legal
malpractice.  The Plaintiff alleges that the defendants, despite
expiration of the Statute of Limitations, improperly brought suit
against his prior attorney Kirschenbaum & Kirschenbaum, P.C., whom
the plaintiff had retained to represent Popeye's Inc.'s business
interests in a bankruptcy proceeding for the specific purpose of
converting a Chapter 7 proceeding to a Chapter 11 reorganization
proceeding and renegotiating the terms of a mortgage.

According to the complaint in the legal malpractice against
Kirschenbaum & Kirschenbaum, the defendants failed, inter alia, to
oppose the foreclosure action regarding real property known as
2740 Ocean Avenue; failed to oppose the sale of the subject
premises at auction and failed to recast the terms of the
mortgage.  It is further alleged that the Kirschenbaum &
Kirschenbaum employee, Richard A. Koren, assigned to represent
Popeye's Inc.'s interest in the bankruptcy proceeding, was not a
licensed attorney.  The Plaintiff alleges that, due to the
failures of Kirschenbaum & Kirschenbaum, he lost his business, his
property and incurred legal fees he could not afford to pay.

The Defendants move to dismiss the complaint pursuant to CPLR Sec.
3211(a)(1), (5), (7) on the grounds, respectively, that plaintiffs
claims are barred by documentary evidence, the doctrine of
collateral estoppel applies and that the complaint fails to state
a viable cause of action.  They argue that the complaint is
contradictory in that plaintiff alleges both that the legal
malpractice claim was untimely commenced, the defendants failed to
prosecute the claim and, at the same time, were negligent in
prosecuting the claim.

The Plaintiffs' opposition to the defendants' dismissal motion is
predicated on allegations that the defendants: 1) negligently
advised him that he had a viable cause of action against the
Kirschenbaum & Kirschenbaum law firm; 2) commenced an action on
behalf of a dissolved corporation, i.e., Popeye's Inc. and
Popeye's Fishing Station, Inc., and 3) failed to timely commence
an action alleging fraud.

Judge Woodard held that the facts as alleged in the Plaintiffs'
action, even viewed in the light most favorable to plaintiff, do
not constitute a meritorious cause of action for legal
malpractice.  The record is devoid of facts to support the
contention that the defendants' alleged mishandling of the
underlying legal malpractice action against Kirschenbaum &
Kirschenbaum was the "but for" cause of plaintiffs alleged
damages.

A copy of Judge Woodard's May 16, 2011 Decision and Order is
available at http://is.gd/cqMkTffrom Leagle.com.


QUANTUM FUEL: Receives Fleet Contract from Dow Chemical
-------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., announced that
it has received a contract to deliver 100+ plug-in hybrid electric
(PHEV) pickup truck fleet vehicles powered by Dow Kokam lithium
ion battery technology to The Dow Chemical Company.

Quantum developed the new hybrid drive system "Quantum F-Drive"
specifically for the Ford F-150 pickup truck, one of the highest
volume selling fleet vehicles in America.  Quantum's research and
development group designed the system to meet the demanding truck
applications of America's largest fleet operators and to provide a
mission-ready solution to meet President Barack Obama's goal of
converting the Federal government's vehicle fleet to hybrids,
electric vehicles and other alternative-fuel vehicles.

"Quantum is proud to be partnering with The Dow Chemical Company
to launch the PHEV F-150 truck," said Alan Niedzwiecki, President
and CEO of Quantum Technologies.  "We are excited and impressed by
Dow's progressive thinking, environmental stewardship and
willingness to lead."

"Dow is a recognized leader in sustainability, as demonstrated by
our 2015 Sustainability Goals to reduce energy consumption and
emissions, as well as in our mission to passionately innovate what
is essential to human progress by providing sustainable
solutions... like solar shingles and battery components for
electric and hybrid-electric vehicles," said Dave Kepler, Dow's
executive vice president, Business Services and Chief
Sustainability Officer.  "By converting approximately 5% of our
U.S. truck fleet to PHEV battery technology, we are driving the
adoption of energy alternatives beyond existing boundaries while
we work to reduce emissions and dependence on fossil fuel for
fleet operations."

               F-150 PHEV Technical Specifications

The F-Drive system provides a unique combination of low operating
costs through substantially increased fuel efficiency,
reliability, low maintenance cost, emission reduction benefits and
extended range capability.  Ideal for fleet vehicle driving
characteristics, the F-150 PHEV has a 35 mile electric-only range,
shifting to hybrid electric mode thereafter for a total range of
over 400 miles.

Providing the energy and power balance required for demanding
fleet applications, the 20 kWh Dow Kokam battery enables delivery
of the required vehicle range in addition to speeds of up to 85
mph and 0-60 MPH acceleration in less than 12 seconds.

The F-Drive system, has been integrated in the F-150 truck such
that there is no impingement into the cab or cargo bed and
maintains full ground clearance.  The fleet vehicles,
incorporating Quantum's F-Drive, will meet Department of
Transportation Federal Motor Vehicles Safety Standards, US
Environmental Protection Agency, California Air Resources Board
emission requirements, and incorporate Dow Kokam Lithium Ion
batteries.

"Quantum and Dow Kokam are cooperating to bring some of the first
PHEV, light duty fleet vehicles to market that truly meet the
performance demands and cost payback requirements of corporate
fleets," said Chuck Reardon, commercial vice president, Dow Kokam.
"This is possible because Dow Kokam's advanced battery technology
and Quantum's expert vehicle engineering are capable today of
delivering the performance necessary to meet the needs of
visionary companies like Dow."

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


RADIANT OIL: Delays Filing of Quarterly Report on Form 10-Q
-----------------------------------------------------------
Radiant Oil & Gas, Inc., notified the U.S. Securities and Exchange
Commission that it is unable to file its quarterly report on
Form 10-Q for the period ended March 31, 2011, within the
prescribed time period due to its difficulty in completing and
obtaining required financial and other information without
unreasonable effort and expense.

                      About Radiant Oil & Gas

Houston, Tex.-based Radiant Oil & Gas, Inc., seeks to develop,
produce, and acquire oil and natural gas properties along the Gulf
Coasts of Texas and Louisiana and on the Outer Continental Shelf
of the United States.

The Company reported a net loss of $2.97 million on $169,649 of
oil and gas revenue for the year ended Dec. 31, 2010, compared
with a net loss of $1.27 million on $106,502 of oil and gas
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.27 million
in total assets, $6.62 million in total liabilities and a $3.35
million total stockholders' deficit.

As reported by the TCR on April 25, 2011, MaloneBailey LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has recurring losses from operations and
has a working capital deficit.


RAMADA PLAZA: Sent to Receivership as Owner Seeks Room for Deal
---------------------------------------------------------------
Brian R. Ball at Columbus Business First reports that a north
Columbus hotel that caters to conferences on tight budgets may
need its second rescue plan in four years.

The Ramada Plaza Hotel and Conference Center on Sinclair Road has
been put under the management of a court-appointed receiver while
its lender seeks to foreclose on the loan used in the hotel's
October 2007 purchase, according to Columbus Business First.

The report notes that Lexington, Kentucky-based Central Bank &
Trust filed the foreclosure action April 27 in Franklin County
Common Pleas Court against the investment group that owns the
Ramada.


REALMEX RESTAURANTS: Commences Search of Unit President
-------------------------------------------------------
Real Mex Restaurants, Inc., announces the resignation of the
President of Real Mex Foods and has commenced a national search
for his replacement.

Mr. Carlos Angulo submitted his resignation to pursue other
interests.  Rick Dutkiewicz, Interim President and CEO said, "We
wish Carlos Angulo well and appreciate his contributions to Real
Mex Foods."

Real Mex has already commenced the process of opening up a
nationwide search to identify a new leader for Real Mex Foods that
has significant depth of experiences to lead this diverse
manufacturing and distribution organization into the future.

"Real Mex Foods has significant and unique capabilities that can
be leveraged in innovative ways not easily replicated by our
manufacturing competitors," said Dutkiewicz.  "The effort we are
putting forward today to seek out an appropriate leader
demonstrates our commitment to our customers and our Real Mex
team.  We are excited and confident that this opportunity to
provide fresh thinking and a renewed level of enthusiasm for this
important segment of our business is reflective of our confidence
on our vision for the future."

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

The Company's balance sheet at June 27, 2010, showed
$248.39 million in total assets, $252.29 million total
liabilities, and a $3.89 million stockholders' deficit.

                        *     *     *

As reported by the TCR on Sept. 2, 2010, Moody's Investors Service
affirmed Real Mex Restaurant Inc.'s Speculative Grade Liquidity
rating at SGL-3.  Real Mex's long term ratings, including its Caa2
Corporate Family Rating, and stable outlook are unaffected by the
announcement.

According to Moody's, Real Mex's Caa2 CFR continues to reflect the
challenges Real Mex will face to reverse its revenue decline
primarily driven by the ongoing, albeit somewhat decelerated,
negative same store sales trend, in a very difficult operating
environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.



REDWINE RESOURCES: Court Dismisses Chapter 11 Case
--------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas has dismissed the Chapter 11 case of
Redwine Resources Inc. and its debtor-affiliates effective
May 31, 2011, in order to maximize the return to creditors and
expedite the distribution.

Judge Houser orders that all of the sale orders and transfer of
assets will continue to be in full force and effect and be
binding upon all parties in interest after the dismissal.

The Debtors have completed an orderly liquidation of their estates
and all claims against the estates that will receive payment have
been finalized.  On Sept. 17, 2010, the Court entered an order
approving the sale of substantially all of the Debtors' assets
to Longroad Capital Partners III L.P.  The Longroad sale order
required the Debtors to segregate amounts in the cure amounts
accounts estimated for curing executory contracts and unexpired
leases that were assumed and assigned pursuant to section 363 of
the Bankruptcy Code.  On Oct. 15, 2010, the Debtors closed the
sale to Longroad.

In addition, between Nov. 22, 2010, and Dec. 22, 2010, the Court
approved sales of certain assets of the Debtors to three different
purchasers -- Excel Machinery Ltd., Morgan Run Properties LLC, and
secured lender Bank of America N.A. -- for an aggregate price of
$150,000.

Michael R. Rochelle, Esq., at Rochelle McCullough LLP says, as a
result of the asset sales and distributions, all that remains in
the Debtors' estates are:

    i) cash, secured by the BOA Liens;

   ii) cash reserved for the payment of professional
       fees and expenses;

  iii) cash from suspended post-petition royalties on account of
       the postpetition extraction and sale of coal bed methane
       gas; and

   iv) certain oil and gas leases that have no value which the
       Debtors seek to abandon.

                      About Redwine Resources

Based in Dallas, Texas, Redwine Resources, Inc., acquires and
invests in both producing and non-producing leasehold and mineral
interests across the United States, with a primary focus in
Colorado, Indiana, New Mexico, Oklahoma, Texas and Wyoming.
Redwine Resources acquires interests in target areas where the
geology is defined and productive, and in areas established
operators have targeted, or are reasonably anticipated to soon
target for development, based upon known drilling trends.  After
acquisition of the interests, the Company participates as working
interest owners in the drilling of wells on its leases or
repackages the leases for sale to operators and investors.

Redwine Resources and its affiliates filed for Chapter 11
protection on June 4, 2010 (Bankr. N.D. Tex. Case No. 10-34041).
Judge Barbara J. Houser presides over the cases.  Michael R.
Rochelle, Esq., at Rochelle McCullough LLP, in Dallas, serves as
the Debtors' counsel.  The Debtor estimated assets and debts at
$10 million and $50 million in both assets and debts.

Substantially all of the Debtors' assets are encumbered by a first
priority security interest in favor of Bank of America, N.A., and
Bank of America is significantly undersecured.


REID PARK: Doubletree Hotel Sent to Chapter 11
----------------------------------------------
The Arizona Daily Star reports that the Doubletree Hotel Tucson at
Reid Park is in Chapter 11 bankruptcy reorganization.  Doubletree
Hotel Tucson is owned by Reid Park Properties LLC.  According to
its bankruptcy petition, Reid Park has $52 million in liabilities
and $14 million in assets.  A foreclosure notice filed March 30 in
the Pima County Recorder's Office says the hotel is delinquent on
about $31 million in loans.  An auction on the property had been
cheduled for July 7 at the County Courthouse in Tucson.


REID PARK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Reid Park Properties Limited Liability Company
        2850 E Skyline Dr, Suite 200
        Tucson, AZ 85718

Bankruptcy Case No.: 11-15267

Chapter 11 Petition Date: May 26, 2011

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S Church Ave. #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.com

Scheduled Assets: $14,078,384

Scheduled Debts: $51,831,059

The petition was signed by Michael J. Hanson, president of
manager.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wachovia/Wells Fargo      Hotel                  $26,346,053
c/o LNR Partners
1601 Washington Ave.
Ste 700
Miami Beach, FL 33139

Craycroft and Broadway    Loan                   $9,000,000
Loan, LLC
2850 E. Skyline, Ste 150
Tucson, AZ 85718

Holliday Fenoglio         Loan                   $5,500,000
Fowler, LP
9 Greenway Plaza, Ste 700
Houston, TX 77046

Zachary Safrin            Guarantee on GP        $3,000.000
7015 Sunnyvale Rd         interest
Paradise Valley,
AZ 85253
Transwest Partners, LLC   Loans                  $1,905,400
2850 E. Skyline, Ste 200
Tucson, AZ 85718

Lloyd Construction        Hotel                  $1,165,724
2180 N. Wilmot Rd
Tucson, AZ 85705

Transwest Properties,     Management Fees        $893,690
Inc.
2850 E. Skyline Drive
Ste 200
Tucson, AZ 85718

Arizona Dept of Revenue   Sales Tax              $66,013

TCF Equipment Services    2011 Ford Shuttle Bus  $57,953

City of Tucson            Taxes                  $57,459

TCF Equipment Services    2010 Ford Cargo Van    $40,320

Toyota Motor Credit       2011 Toyota Sienna     $37,748

PNC Equipment Finance     Utility Vehicles       $31,263

Jim Click Ford Services   2008 Ford Truck        $19,108

Marc's New West Design    Trade Debt             $18,750
Interiors

EZ Trading, LLC           Equipments             $8,455

PNC Equipment Finance     Electric Vehicle       $6,400

Arizona Health, LLC       Trade Debt             $544

Ruby Begonia Interior     Trade Debt             $510
Plants

Western Exterminator Co.  Trade Debt             $450


REFLECT SCIENTIFIC: Posts $192,200 Net Loss in March 31 Quarter
---------------------------------------------------------------
Reflect Scientific, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $192,232 on $587,582 of revenues for the
three months ended March 31, 2011, compared with a net loss of
$1.31 million on $568,184 of revenues for the same period last
year.

The loss from continuing operations for the three-month period
ended March 31, 2011, was $192,232, a $26,882 increase from the
$165,350 loss for the three-month period ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$4.50 million in total assets, $4.25 million in total liabilities,
and stockholders' equity of $254,828.

On June 29, 2009, the Company's convertible debenture came due.
The Company was unable to repay the amount due of $2,300,000 at
that time and the note went into default status.

In August 2010, management reached agreement with all but one of
the debenture holders on a plan to settle the debentures held by
them that are in default.  The settlement agreement is contingent
upon the Company making a cash payment to them in the amount of
$300,000 and the issuance of 1,200,000 shares of restricted common
stock.

As reported in the TCR on April 8, 2011, Mantyla McReynolds, LLC,
in Salt Lake City, Utah, expressed substantial doubt about Reflect
Scientific's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has experienced recurring losses from operations and
negative operating cash flows from operations, and is in default
on its debentures, which matured June 30, 2009.

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

                       http://is.gd/SjLpJS

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.


REOSTAR ENERGY: Has Until June 30 to File Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended the exclusive period of Reostar Energy Corporation and
its debtor-affiliates to file a Chapter 11 plan of reorganization
and disclosure statement explaining that plan until June 30, 2011.
In addition, the Court also authorized the Debtors to continue to
use cash collateral until June 30, 2011.

                      About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and Arthur A. Stewart, Esq.,
at Cantey Hanger LLP, in Dallas, represent the Debtors in their
restructuring efforts.  Greenberg Taurig, LLP, serves as special
corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


RETIREMENT VALUE: To Pay $7.7 Million to Former Investors
---------------------------------------------------------
Kgnb.AM reports that Retirement Value LLC will soon be paying back
its former investors.  The report relates that the State
Securities Board disclosed that $7.7-million in payments will be
made to some 900 investors of Retirement Value.

The $7.7-million is equal roughly to only 10% of the overall
claims made by those investors after the company was placed into
court-appointed receivership last year, according to Kgnb.AM.

Kgnb.AM says that Retirement Value was closed by the State
Securities Board in May of 2010, accused of securities fraud and
deceptive practices.  The report says that the company's assets
were placed into receivership with a Dallas-based attorney,
Eduardo Espinosa, who says in his most recent report that the
company's estate has about $29-million in cash plus an expected
$1.7-million from pending settlements and the sale of assets.

Mr. Espinosa is now recommending that the life-insurance policies
in question be held onto until they are at or near maturity,
instead of being liquidated, in order to provide as much return to
the investors as possible, Kgnb.AM discloses.

Kgnb.AM relates that those investors should be getting their first
payments before the end of this year, with more payments possible
in the future, but to what extent is still unclear.

New Braunfels-based Retirement Value LLC is an investment company.


RIVER EAST: Joint Plan Provides 4% Recovery to Unsecured Claims
---------------------------------------------------------------
The Honorable Bruce W. Black established July 11, 2011, as the
combined hearing date to consider the adequacy of the disclosure
statement and confirmation of the Chapter 11 Plan proposed by
River East Plaza, LLC, together with Geneva Leasing Associates,
Inc. and Geneva Investment Management Services, Inc.

The Plan, dated dated May 2, 2011, provides that (i)
Administrative and Priority Claims will be paid in full; (ii)
Secured Claims will be paid in full up to the value of the
collateral securing those Claims; and (iii) Unsecured Claims will
receive their pro rata share of $1,500,000, estimated to equal
about 4% of those Allowed Claims.

The Debtor's lender may elect to have its Secured Claim treated
under two ways under the Plan: (1) The Lender will be paid
$15,000,000 minus the Secured Claims Reserve Amount, provided that
the Lender votes its claims to accept the Plan; or (2) If the
Lender does not consent to the Plan, it will be paid the amount of
its Secured Claim as determined by the Court pursuant to a
valuation at the Plan Confirmation Hearing minus the Secured
Claims Reserve Amount.

The Plan will be implemented by means of financing and investment,
not to exceed $17,500,000, to be provided by SLC Lender and SLC
Investor:

   * The SLC Lender will provide a $15,000,000 mortgage loan to
     the Reorganized Debtor to pay Class 2 Lender's Secured
     Claim, Class 3 Senior Mechanics Lien Claims and Class 4 Other
     Secured Claims.

   * The SLC Investor will provide financing to the Reorganized
     Debtor in exchange for receiving ownership of all the equity
     memberships in the Reorganized Debtor.  This additional
     funding will assure the holders of Allowed Junior Mechanics
     Lien Claims, Allowed Class 5 General Unsecured Claims,
     Allowed Class 6 Lender's Deficiency Claims and Allowed
     Class 7 Mezzanine Unsecured Claims will receive material
     distributions.

     The SLC Investor funding will also provide for (i) all
     outstanding Administrative Claims, Priority Claims and
     Professional Fee Claims; and (ii) the $1,500,000 to fund the
     Unsecured Claims Reserve Account.

The Court rules that LNV Corporation, the Debtor's senior secured
lender, has until June 8, 2011, to serve on the Plan Proponents
its election of the Plan treatment of its Claims.

Eligible voting creditors have until June 29, 2011, to file their
ballots.

Parties-in-interest also have until June 29, 2011, to file any
objection to the Disclosure Statement or the Plan.

A full-text copy of the River East Disclosure Statement is
available for free at:

        http://bankrupt.com/misc/RIVEREAST_DiscStm1.pdf
        http://bankrupt.com/misc/RIVEREAST_DiscStm2.pdf

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05141) on
Feb. 10, 2011.  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ROBB & STUCKY: GA Keen Realty to Market, Sell Former Sites
----------------------------------------------------------
GA Keen Realty Advisors, a division of Great American Group L.L.C.
has been retained to assist in the marketing and disposition of
one fee-owned retail site and leased properties previously
operated by Robb & Stucky -- a high-end furniture company that
filed for bankruptcy earlier this year.  All transactions of Robb
& Stucky locations and Great American Group's retention are
subject to bankruptcy court approval.

GA Keen Realty Advisors provides real estate analysis, valuation
and strategic planning services, brokerage, M&A, auction services,
lease restructuring services and real estate capital market
services.

GA Keen Realty Advisors is marketing a fee-owned property, located
on South Tamiami Trail in Bonita Springs, Florida, which also
includes a 34,524-square-foot building on a two-acre site offering
an excellent opportunity for users, developers or investors. The
property has most recently been used as a retail showroom and at
one time was a restaurant.  The property is well suited for all
retail uses.  A bid deadline of June 17th has been set for offers
on the owned property.

GA Keen Realty Advisors also is marketing retail leaseholds in
Arizona, Florida, Nevada and Texas that range in size from 15,000
to 115,000 sq. ft., including an excellent ground leased location
on Millenia Blvd. in Orlando, Florida.  The Orlando location has
two spaces of 10,000 and 25,000 sq. ft.  All offers for the retail
properties are due immediately.

"We expect some strong interest among other retail companies that
are expanding and looking for space similar in size to these
vacated properties," said Matthew Bordwin, Co-President of GA Keen
Realty Advisors.  "Also, given the variation of showrooms and
retail outlets Robb & Stucky operated, there is a wide variety of
retail space to choose from.  In particular we believe the owned
property in Bonita Springs and the ground lease in Orlando are
great investment opportunities."

Battered by a weak housing market since 2007, Robb & Stucky filed
for bankruptcy reorganization in U.S. District Court in Tampa on
February 18 to stabilize its operations and sell its assets.
Based in Fort Myers, Florida, the 96-year-old furniture store was
one of the nation's top 100 furniture companies.

                    About Great American Group

Great American Group, L.L.C. is a leading provider of asset
disposition solutions and valuation and appraisal services to a
wide range of retail, wholesale and industrial clients, as well as
lenders, capital providers, private equity investors and
professional service firms.

                      About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROGER PARK: Building in Receivership, No Solution in Sight
----------------------------------------------------------
NBC 10 News, citing Providence Journal, reports that the Roger
Williams Park Mausoleum, which is in receivership, is damaged and
crumbling but there's no money to fix it.  The report relates that
no one wants to buy it.  It could cost more than $1 million to
disinter the bodies and bury them properly elsewhere, according to
the report.  It could cost more than $30,000 just to clean the
interior, the report adds.


RQB RESORT: Taps Fowler White as Special Tax Counsel
----------------------------------------------------
RQB Resort LP and RQB Development LP sought and obtained authority
from the U.S. Bankruptcy Court for the Middle District of Florida
Jacksonville to employ Fowler White Boggs, P.A., as special tax
counsel nunc pro tunc to Oct. 25, 2010.

Fowler White will assist the Debtors with a sales tax audit
commenced by the Florida Department of Revenue and provide such
other services as may be required by the Debtors.

On Oct. 24, 2010, the Debtors' management company, Interstate
Management Company, LLC, asked Fowler White to assist the Debtors
with the DOR sales tax audit for 2010.  To date, Interstate has
given Fowler White a retainer of $3,000 and paid the firm
approximately $3,900 for services rendered.  The Debtors said they
were unaware until now that Interstate had done so and have asked
Fowler White to return that payment which it has agreed to do.

The compensation of Fowler White for professional services
rendered and reimbursement of costs advanced shall be fixed upon
application and notices as may be directed by the Court.

Redx D. Ware, Esq., at Fowler White Boggs, P.A., assures the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


RR DONNELLEY: Fitch Downgrades IDR to 'BB+'; Outlook Stable
-----------------------------------------------------------
Fitch Ratings has downgraded R.R. Donnelley & Sons Company's (R.R.
Donnelley) Issuer Default Rating (IDR) from 'BBB-' to 'BB+'. The
Rating Outlook is Stable.

Rating Action Rationale:

The rating downgrade reflects Fitch's belief that the company's
cyclicality, the long-term structural challenges it faces and its
recent accelerated repurchase action reflect credit risk
consistent with its 'BB+' rating.

The company demonstrated its cyclical nature through the downturn
with revenues declining 15% and Fitch EBITDA declining 26% in
2009. Quarterly revenue and EBITDA declines were as high as 19%
and 28%, respectively, in the June 2009 quarter. The company's
recovery has been slower than other non-advertising media related
sub sectors. The company reported low single digit growth in June
2010 and September 2010. The Bowne acquisition helped to support
5% and 7% growth in the December 2010 and March 2011 quarter,
respectively. Absent Bowne, revenues in the first quarter of 2011
were down 0.4% (in part due to the U.S. Census project in 2010).

In Fitch's view, slightly more than 50% of R.R. Donnelley's
revenues face some degree of secular headwinds (catalogs,
magazines, books, directories, variable, commercial and financial
print). Certain sub-segments may not recover or exhibit positive
growth characteristics going forward. Fitch believes that
continued pricing and volume pressure, will challenge R.R.
Donnelley's ability to drive G.D.P.-level organic revenue growth.

Fitch believes that the $500 million accelerated stock repurchase
program (ASR) and subsequent $500 million share buy back in 2012
signals a more aggressive stance in driving shareholder returns.
Given the challenging growth prospects facing R.R. Donnelley Fitch
believes that further shareholder friendly actions (additional
share buy backs, a dividend increase or special dividend) could be
possible in order to drive improvement to the company's stock
price.

Rating Rationale:

The ratings consider R.R. Donnelley's scale and diverse product
offering as the largest commercial printer in the U.S. and
worldwide. The commercial printing market size is approximately
$140 billion in the U.S., and R.R. Donnelley has less than a 5%
market share. R.R. Donnelley is one of few well-capitalized
competitors in this highly fragmented and sizeable industry. The
significant addressable market share that R.R. Donnelley could
capture from rivals may provide some offset to the secular
pressures.

R.R. Donnelley's stated leverage target of 2.5 times (x) to 3.0x
is strong for the 'BB+' rating and affords the company
considerable room for acquisitions and balanced shareholder
friendly actions. The company's leverage could average 0.25x-0.5x
more than the company's target without negatively affecting its
credit rating.

Fitch continues to believe that acquisitions will be a component
of future revenue growth of the company. The company has proven to
be an effective consolidator in terms of price, strategic fit,
size and integration. Fitch expects acquisitions are more likely
to be in the services arena that could diversify the company's
business mix. Targets are likely to be moderately sized (less than
$400 million); however, there is room in the ratings for larger
transactions. Fitch anticipates the company would consider issuing
equity for transactions over $1 billion and would dedicate free
cash flow exclusively to debt repayment following any acquisition
that drove unadjusted leverage above 3.5x.

Rating Drivers

   -- An extended track record of operating within its revised
      financial parameters coupled with market share gains and/or
      diversification towards less secularly challenged business
      services may warrant upgrade considerations.

   -- There is tolerance in the rating for unadjusted gross
      leverage to go slightly above the 4.0 times (x) for a brief
      period (12 to 18 months) as a result of an acquisition.
      (Fitch acknowledges that the current credit facility
      financial covenant limits leverage to 4.0x.)

   -- Increased share buy back activity or secular/cyclical
      declines in its print divisions that drove leverage to 4.0x
      could pressure the ratings.

Fitch calculates R.R. Donnelley's FCF (after dividends) for the
last 12 months ended March 31, 2011 at $219 million. Liquidity was
strong at the end March 31, 2011 and was supported by $399 million
in cash ($345 million located outside of the U.S.) and $1.6
billion available under its $1.75 billion revolver.

Near-term maturities include $159 million in notes maturing in
January 2012. R.R. Donnelley's next maturity is its $600 million
senior note due in April 2014. As of March 31, 2011, the company
had total debt of $3.5 billion and Fitch calculates unadjusted
gross leverage at 2.7x.

Fitch notes that liens are not permitted under the existing bonds
(prior to the proposed bond offering), unless a pari passu lien is
granted to the notes. There is also a general lien basket that
limits liens (and sale-leaseback transactions) to 15% of net
tangible assets (there is a 10% limit for the notes maturing in
2021, 2029, and 2031). Fitch estimates the basket at approximately
$545 million ($360 million using 10%) as of March 31, 2011.

Also, the 11.25% senior notes due 2019 have a coupon rate step-up
clause in the event that ratings (as defined) are downgraded below
investment grade.

While the company's credit facility contains a 4.0x maximum
leverage covenant, current bondholders do not benefit from any
material unsecured debt or unsecured subsidiary guarantee
restrictive covenants or provisions. Fitch notes that in the event
that the credit facility became guaranteed by the operating
subsidiaries of R.R. Donnelley (noting that the revolver does not
expire until Dec. 17, 2013), Fitch would expect to notch down the
unsecured notes, reflecting this potential subordination.

Fitch has downgraded R.R. Donnelley's ratings:

   -- IDR from 'BBB-' to 'BB+';

   -- Senior unsecured revolving credit facility from 'BBB-' to
      'BB+';

   -- Senior unsecured notes and debentures from 'BBB-' to 'BB+';

   -- Short-term IDR from 'F3' to 'B';

   -- Commercial paper from 'F3' to 'B'.

Prior to the downgrades, the ratings were on Rating Watch
Negative.


SATELITES MEXICANOS: Emerges From U.S. Bankruptcy
-------------------------------------------------
Satelites Mexicanos, S.A. de C.V. disclosed that on May 26, 2011
it officially concluded its reorganization efforts and emerged
from its U.S. bankruptcy case.  As previously announced, Satmex,
together with its subsidiaries, Alterna' TV Corporation and
Alterna' TV International Corporation, filed a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
April 6, 2011.  The Plan was confirmed by the U.S. Bankruptcy
Court in the District of Delaware on May 11, 2011 and became
effective on May 26, 2011.

In accordance with the terms of the Plan, Satmex's former First
Priority Senior Secured Notes due 2011 were repaid in full from
the net proceeds of $325 million in principal amount of new 9.5%
senior secured notes due 2017, which were issued at par on May 5,
2011 by Satmex Escrow, S.A. de C.V., a bankruptcy-remote wholly
owned subsidiary of Satmex.  As set forth in the Plan, Satmex
Escrow merged with and into Satmex in connection with the
emergence of Satmex and its subsidiaries from Chapter 11.  The
Notes are Satmex's only secured indebtedness.

The remaining net proceeds from the offering of the Notes and the
proceeds of a completed $96.25 million rights offering of equity
securities to holders of Satmex's Second Priority Senior Secured
Notes due 2013 were used to purchase 100% of the former equity in
Satmex and will be used to fund the completion of the Satmex's
Satmex 8 satellite scheduled to be launched in 2012 to replace its
Satmex 5 satellite and to position Satmex to pursue future growth
opportunities.

"We are pleased to have so quickly completed this financial
restructuring and have our plan confirmed by the Court only 35
days after our filing, particularly in light of its significant
complexity.  We now have the funding to finish the construction
and launch of our Satmex 8 satellite as well as the financial
flexibility to move forward with Satmex 7 at the apropriate time",
said Patricio E. Northland, Satmex Chief Executive Officer.  "We
are also fortunate to welcome new members to our Board of
Directors, one of whom is Jim Frownfelter, who has over 25 years
of experience in the technology and communications industry,
including senior positions at Intelsat (News - Alert) and
PanAmSat.  We particularly appreciate the support of the Mexican
government throughout this process both as a regulator and a
former shareholder," added Mr. Northland.

"Centerbridge Partners, L.P. and the new equity holders, including
both members of the De Alba family and the former holders of the
Company's 2006 Second Priority Senior Secured Notes, would like to
thank the management team and all of the advisors who helped in
this successful prepackaged plan of reorganization" said Jared
Hendricks, a Managing Director of Centerbridge Partners, L.P. "The
equity sponsors look forward to being part of Satmex's continued
investment and growth in providing fixed satellite, broadband
satellite and programming distribution services."

"Monarch is excited to continue its four year long investment in
Satmex, now as a shareholder, and I am pleased to be joining the
Board.  We view this transaction as transformational, positioning
Satmex for continued operational performance and the successful
completion and launches of Satmex 8 and Satmex 7", said Josiah
Rotenberg, Managing Principal of Monarch Alternative Capital LP.
Lazard and its Mexican alliance partner, Alfaro, Davila y Rios,
S.C. served as financial advisors to Satmex.  Greenberg Traurig
served as U.S. counsel and Rubio Villegas & Asociados served as
Satmex's Mexican counsel.

                       Confirmation Order

Judge Christopher S. Sontchi confirmed of the modified joint
prepackaged plan of reorganization of Satmex and its subsidiaries,
Alterna' TV Corporation and Alterna' TV International Corporation,
on May 11, 2011.

The modified Plan, dated May 6, 2011, was filed shortly before the
Court entered its ruling.  The modified Plan include some non-
material and some details related to the notes offering under the
Plan.  A copy of the May 6 Plan is available at:

        http://bankrupt.com/misc/SATMEX_modPlanMay6.pdf

As reported by the Troubled Company Reporter on May 12, 2011, the
Plan is purely a balance sheet restructuring, and has no effect on
employees or trade creditors.  As part of the Plan, the issuance
of $325 million in principal amount of new 9.5% senior secured
notes due 2017 was approved.  The Notes were issued at par on May
5, 2011, by Satmex Escrow, S.A. de C.V., a bankruptcy-remote
wholly owned subsidiary of Satmex.

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SBARRO, INC: Drops Plan Deal to Pursue Alternatives
---------------------------------------------------
Sbarro, Inc., and its domestic subsidiaries has consensually
terminated its prepetition plan support agreement and equity
commitment agreement with Ares and MidOcean in order to explore
other strategic alternatives, including discussions with a
qualified bidder who has expressed preliminary interest in
acquiring the company.  In addition, the Company continues to
negotiate with its prepetition creditors to pursue a standalone
plan of reorganization.

The announcement follows discussions with key stakeholders of the
Company, including Ares, MidOcean and the first lien steering
committee, who each support the Company's decision to pursue
multiple avenues to maximize value and not to file a plan of
reorganization or seek approval of the equity commitment agreement
at this juncture.

Nicholas McGrane, Interim President and Chief Executive Officer of
Sbarro, Inc., noted: "We believe it is in the best interest of all
stakeholders for the Company to dedicate its resources to
exploring all available value maximizing alternatives.  We greatly
appreciate the initial and continued interest of Ares and MidOcean
in the Company, as well as the continued participation of the
first lien lenders and the new interest from a sophisticated
bidder." McGrane added: "As we move through this process, Sbarro's
restaurants will continue to operate in the normal course."

                        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.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

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.


SHADOW CREEK: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shadow Creek, LLC
        5200 W. 94th Terrace, #204
        Prairie Village, KS 66207

Bankruptcy Case No.: 11-21556

Chapter 11 Petition Date: May 25, 2011

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

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN
                  605 W 47th Street
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: jmargolies@mcdowellrice.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 seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-21556.pdf

The petition was signed by Mark S. Ledom, manager.


SHENANDOAH LIFE: Commissioner Reaches Deal to Sell Firm
-------------------------------------------------------
wdbj7.com reports that Shenandoah Life will be sold to United
Prosperity Life Insurance Company.   The report relates that the
agreement was disclosed by the Virginia Commissioner of Insurance,
Jacqueline Cunningham.

Roanoke-based Shenandoah Life has been in receivership since 2009.
"The sale of Shenandoah to United Prosperity is an important step
in restoring the financial soundness of Shenandoah, which is an
important Virginia institution with a rich history of nearly 100
years.  Successfully completing this transaction will allow
Shenandoah to emerge from receivership, which is in the best
interest of all of Shenandoah's policyholders, employees and
creditors," wdbj7.com quoted Mr. Cunningham.

As part of the deal United Prosperity will invest at least $60
million in Shenandoah Life, wdbj7.com notes.

wdbj7.com discloses that the sale should be completed by the end
2011 but will have to be approved by the State Corporation
Commission.

wdbj7.com says that in the interim a moratorium is placed on the
payment of claims and benefits, except for accident & health
claims, death claims, periodic annuity payments and hardship
claims.

Shenandoah Life will not issue new insurance policies until after
the sale to United Prosperity Life Insurance Company is complete,
wdbj7.com adds.


SKYSHOP LOGISTICS: Posts $1.1 Million First Quarter Net Loss
------------------------------------------------------------
Skyshop Logistics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.1 million on $1.6 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $800,522 on $1.5 million of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed $2.1 million
in total assets, $3.4 million in total liabilities, and a
stockholders' deficit of $1.3 million.

As reported in the TCR on March 23, 2011, Morrison, Brown, Argiz
and Farra, LLC, in Miami, Fla., expressed substantial doubt about
SkyShop Logistics' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has a deficiency in working capital and has a net
capital deficiency.

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

                       http://is.gd/lmdSbe

Miami, Fla.-based SkyShop Logistics, Inc., is the largest private
mail network in the Latin American-Caribbean region, handling mail
and parcels from U.S. and European postal administrations, mail
consolidators, major publishers, international mailers, e-tailers
and financial institutions that require time-defined and reliable
delivery of their mail, including magazines, catalogs and parcels.
The Company provides Internet merchants the ability to expand
their markets internationally without the inherent risks of
shipping parcel post to foreign buyers or the use of expensive
express couriers.


SMOKY MOUNTAIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Smoky Mountain Motels, Inc.
        dba Smoky Shadows Motel
        P.O. Box 10
        Pigeon Forge, TN 37863

Bankruptcy Case No.: 11-32571

Chapter 11 Petition Date: May 27, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Keith L. Edmiston, Esq.
                  GRIBBLE CARPENTER & ASSOCIATES, PLLC
                  372 S. Washington Street
                  Maryville, TN 37804
                  Tel: (865) 980-7700
                  Fax: (865) 980-7717
                  E-mail: kle@gribblecarpenter.com

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

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

The petition was signed by Kenneth M. Seaton, president.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


SOCIALWISE INC: Posts $2.5 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
Socialwise, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.5 million on $6,096 of revenues for the
three months ended March 31, 2011, compared with a net loss of
$2.1 million on $1,472 of revenues for the three months ended
March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $3.3 million
in total assets, $1.4 million in total liabilities, all current,
and stockholders' equity of $1.9 million.

As reported in the TCR on Feb 7, 2011, BDO USA, LLP, in La Jolla,
California, expressed substantial doubt about Socialwise, Inc.'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 he Company has incurred net losses since
inception and has an accumulated deficit and stockholders'
deficiency at Sept. 30, 2010.

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

                       http://is.gd/CZqdsc

                      About Socialwise Inc.

San Diego, Calif.-base Socialwise, Inc. (OTC BB: SCLW) through its
subsidiary incorporated in the state of California, Socialwise,
Inc. ("Socialwise-CA"), seeks to facilitate online and traditional
retail commerce through payment systems for young people.


SOCKET MOBILE: Posts $928,300 First Quarter Net Loss
----------------------------------------------------
Socket Mobile, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $928,260 on $4.04 million of revenues for
the three months ended March 31, 2011, compared with a net loss of
$1.04 million on $3.81 million of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$9.16 million in total assets, $6.04 million in total liabilities,
and stockholders' equity of $3.12 million.

As reported in the TCR on March 23, 2011, Moss Adams LLP, in Santa
Clara, Calif., expressed substantial doubt about Socket Mobile's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that during the
years ended Dec. 31, 2010, and 2009, the Company incurred
net losses of $3.98 million and $7.89 million, respectively.  In
addition, the independent auditors noted that the Company had an
accumulated deficit of $54.78 million and a working capital
deficit of $1.62 million as of Dec. 31, 2010.

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

Newark, Calif. based Socket Mobile, Inc., is a producer of mobile
handheld computers and data collection products serving the
business mobility markets.


SOLAR ENERTECH: Posts $3.1 Million First Quarter Net Loss
---------------------------------------------------------
Solar Enertech Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $3.1 million on $10.7 million of sales for
the three months ended March 31, 2011, compared with a net loss
of $19.2 million on $17.8 million of sales for the three months
ended March 31, 2010.

During the three months ended March 31, 2010, the Company recorded
a cumulative loss on debt extinguishment of approximately
$18.5 million as a result of the Conversion Agreement and the
Exchange Agreement.

The Company's balance sheet at March 31, 2011, showed
$23.5 million in total assets, $12.6 million in total liabilities,
all current, and stockholders' equity of $10.9 million.

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Ernst & Young Hua Ming, in Shanghai, the Peoples Republic of
China, expressed substantial doubt about Solar Enertech'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 of the Company's recurring losses from operations.

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

                        http://is.gd/gpnREj

                       About Solar EnerTech

Mountain View, Calif.-based Solar EnerTech Corp. (OTC QB: SOEN)
-- http://www.solarE-power.com/-- is a photovoltaic solar energy
cell manufacturing enterprise.  The Company has established a
sophisticated 67,107-square-foot manufacturing facility at Jinqiao
Modern Technology Park in Shanghai, China.  The Company currently
has two 25 MW solar cell production lines and a 50 MW solar module
production facility.

Solar EnerTech has also established a Joint R&D Lab at Shanghai
University to develop higher efficiency cells and to put the
results of that research to use in its manufacturing processes.


SONFISH LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sonfish, LLC
        dba Captain D's Restaurant
        5858 Ridgeway Center Parkway
        Memphis, TN 38120

Bankruptcy Case No.: 11-25331

Chapter 11 Petition Date: May 26, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: jscharff@harrisshelton.com

Scheduled Assets: $3,018,679

Scheduled Debts: $2,559,284

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb11-25331.pdf

The petition was signed by Joe Guido, president.


SPANISH FORT TOWN CENTER: In Receivership, Owes Over $83-Mil.
-------------------------------------------------------------
BaldwinCountyNow.com reports that a Baldwin County circuit judge
has placed the Spanish Fort Town Center in receivership, and set a
June 1 meeting to determine if any progress toward resolution of
the debts have been made.

The shopping center houses generates only about $700,000 in annual
sales tax collections as opposed to the anticipated $2 million
envisioned when the project was launched, Mayor Joe Bonner said,
according to baldwincountynow.com.

BaldwinCountyNow says that Andrew Bolnick of Clearwater, Fla., has
been named receiver and will take control of the Cypress assets.

According to court documents, Texas-based Cypress/Spanish Fort I
LP owes lenders more than $83 million, including an outstanding
$17.5 million construction loan that matured in 2010 plus interest
payments resulting from a more than $66 million bond issue,
baldwincountynow.com notes.  Bank of America provided the
construction loan.

The report notes that Mr. Conner said the project carried a debt
service of $2.57 million, but fees assessed to repay those bonds
must be raised to meet the obligation.  Per the CID arrangement,
all sales within the center are subject to the fees.


SPANISH POINT: U.S. Trustee Wants Case Converted or Dismissed
-------------------------------------------------------------
William T. Neary, United States Trustee for Region 6, asks the
U.S. Bankruptcy Court for the Northern District of Texas to
convert the Chapter 11 case of Spanish Point LP to Chapter 7
proceeding, or dismiss the Debtor's case.  A hearing is set for
June 23, 2011, to consider the U.S. Trustee's request to convert
case.

The U.S. Trustee says the Debtor will have no property with which
to reorganize.  The Trustee asserts that the Debtor will either
redeem its property or lose it by June 7, 2011.  Prolonging the
case past June 2011 will result in no benefit, says the U.S.
Trustee.

The U.S. Trustee tells the Court that there is no committee in the
case.

                       About Spanish Point

Dallas, Texas-based Spanish Point, LP, consists of TRA SP GenPar,
Inc., its General Partner, and CDB Spanish Point LP, its
Limited Partner.  The Debtor is the owner of a 300 unit apartment
community located at 4121 Harvest Hill Road, in Dallas, Texas,
commonly referred to as Spanish Point Apartments.  Spanish Point
consists of approximately 60 separate buildings with one to three
bedroom apartments ranging from approximately 600 to 1,500 square
feet.  Spanish Point was approximately 94% leased as of the
Petition Date.

Spanish Point filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 10-37791) on Nov. 1, 2010.  Vickie L. Driver,
Esq., at Coffin & Driver, PLLC, assists the Debtor in its
restructuring effort.  The Debtor disclosed $11,185,623 in assets
and $11,109,385 in liabilities as of the Chapter 11 filing.


SPRYLOGICS INT'L: Repays of Outstanding Debenture
-------------------------------------------------
Sprylogics International Corp. said that following the completion
of its previously announced non-brokered private placement of
approximately $2.6 million the Company has made a full repayment
of its outstanding debenture and interest.  The debenture, in
default since October 2010, was repaid in full with interest.

As consideration for the extension of the maturity date of the
debenture, by the lender, the Company has issued the lender
1.2 million shares.

Going forward, the Company is focused on monetizing the Cluuz
technology in a number of channels including its current account
base of Fortune 500 and Fortune 100 clients.  The unmistakable
growth in search analytics has attracted significant interest to
the Cluuz technology which can perform customized analytics for
both consumer and corporate markets alike.

There are 3 core technologies driving Sprylogics' revenue now and
into the future:

   1) Cluuz Search Engine platform: Enables both consumers and
      corporate users to methodically search the Internet and
      internal corporate resources to find the information they
      are looking for.  Cluuz search results are visually
      displayed through patent pending semantic graphs and result
      in improved decision making capabilities.

   2) Cluuz Data platform: By processing publicly available data
      through its Cluuz semantic and natural language and
      relationship engine, the Company is creating vertical
      specific enriched data sets that can be utilized for the
      purposes of improving search engine relevance as well as
      better content targeting.  The data will be made available
      to independent developers through metered APIs as well as to
      large organizations on licensing basis.

   3) TrakEnterprise and TrakWeb: Devesys Technologies Inc., the
      Company's wholly-owned subsidiary, has been developing case
      management, tracking and reporting systems for Fortune
      500 companies since 1995.  TrakEnterprise and TrakWeb are
      widely regarded as the standards of excellence for the
      industry.

               About Sprylogics International

Sprylogics International Inc. -- http://www.sprylogics.com/--
develops advanced search, analysis, and compliance technology.
These solutions provide case management tools to the Fortune 500.
Additionally, Sprylogics' products search large amounts of
unstructured data on the web, and in internal corporate databases,
and convert it into more relevant searches for a variety of
applications.  The core technology driving Sprylogics' solutions
is embedded in the Cluuz Search Engine platform.  Cluuz search
results are visually displayed through patent pending semantic
cluster graphs and result in improved decision-making
capabilities.

The Company is currently subject to a permanent management cease
trade order pursuant to an order of the Ontario Securities
Commission dated June 15, 2009.


SQUAMISH HOLIDAY INN: Sold to Sandman for $5.8MM in Receivership
----------------------------------------------------------------
David Burke at The Chief reports that the Squamish Holiday Inn
Express, which last fall was forced into receivership because the
company that owned it faced shortfall on the hotel's $8.9 million
mortgage and other debts, is now under new ownership.

Sandman Hotel Group disclosed the acquisition of the 95-room hotel
at 39400 Discovery Way, just off Highway 99, according to The
Chief.  The hotel will be operated as the Sandman Hotel and Suites
Squamish, officials said in a statement.

On April 13, The Chief recalls, the Supreme Court of B.C. approved
the sale of the hotel to Northland Properties Corp., representing
the Sandman Hotel Group, for $5.81 million.  The sale closed on
May 3, Ian Mackin of Meyers Norris Penney, the court-ordered
receiver, said, the report relates.

The Chief says that Squamish JV Ltd., which built the Holiday Inn
Express, was placed under court-ordered receivership with assets
amounting to $18,563,284.  The Chief relates that court documents
indicated at the time that Servus Credit Union Ltd. and Concentra
Financial Services requested that the court order the property
into receivership because of an outstanding $8.9 million mortgage.

At the time, Squamish JV owed more than $10.8 million to secured
creditors, four of them from Squamish, as a result of the debts
incurred during the hotel's construction, The Chief notes.

Before the hotel went into receivership, 15 Squamish businesses,
one individual and the District of Squamish were owed a combined
total of more than $250,000, The Chief reported last fall.

The Chief notes that Mr. Mackin said the process of paying out
creditors is still before the courts.  Mr. Mackin said the primary
mortgage holder will likely receive the "lion's share" of the
money from the sale and that there will then be an application to
determine the "priority claimants," which would normally include
the Canada Revenue Agency, B.C.'s Workers' Compensation Board
(WCB) and others, The Chief relates.  "There are second mortgage
holders and lien holders that are registered after the first
mortgage holder," Mackin added.

The Chief adds that smaller, unsecured creditors such as
contractors who worked on the hotel "are not likely to get
anything," Mr. Mackin said, adding, "at this point there's no
likelihood that the unsecured creditors will receive any funds."


STANADYNE HOLDINGS: Incurs $5.62 Million Loss in March 31 Qtr.
--------------------------------------------------------------
Stanadyne Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $5.62 million on $58.83 million of net sales for the
three months ended March 31, 2011, compared with a net loss of
$2.33 million on $55.23 million of net sales for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed
$376.02 million in total assets, $378.92 million in total
liabilities, $794,000 in redeemable non-controlling interest, and
a $3.69 million total stockholders' deficit.

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

                        http://is.gd/aTQ35J

                     About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

As reported by the TCR on Jan. 21, 2011, Moody's Investors Service
confirmed Stanadyne Holdings, Inc.'s Caa1 Corporate Family Rating
and revised the rating outlook to stable.  The CFR confirmation
reflects the remediation of the Stanadyne's previous inability to
file financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.


STATION CASINOS: Court Confirms Aliante Debtors' Plan
-----------------------------------------------------
Judge Gregg W. Zive of the U.S. Bankruptcy Court for the District
of Nevada confirmed the First Amended Prepackaged Joint Chapter
11 Plan of Reorganization for Station Casinos, Inc.'s debtor
subsidiaries who filed for bankruptcy on April 12, 2011.

Judge Zive, however, confirmed the Plan only with respect to the
Subsidiary Debtors and the Aliante Debtors.  The Court, at the
behest of the Official Committee of Unsecured Creditors,
adjourned, during the May 25 hearing, the hearing to determine
confirmation of the Plan for Green Valley Ranch Gaming, LLC, and
approval of the disclosure statement explaining its Plan to
June 8.

The Subsidiary Debtors are:

  * Auburn Development, LLC
  * Boulder Station, Inc.
  * Centerline Holdings, LLC
  * Charleston Station, LLC
  * CV HoldCo, LLC
  * Durango Station, Inc.
  * Fiesta Station, Inc.
  * Fresno Land Acquisitions, LLC
  * Gold Rush Station, LLC
  * Green Valley Station, Inc.
  * GV Ranch Station, Inc.
  * Inspirada Station, LLC
  * Lake Mead Station, Inc.
  * LML Station, LLC
  * Magic Star Station, LLC
  * Palace Station Hotel & Casinos, Inc.
  * Past Enterprises, Inc.
  * Rancho Station, LLC
  * Santa Fe Station, Inc.
  * SC Durango Development LLC
  * Sonoma Land Holdings, LLC
  * Station Holdings, Inc.
  * STN Aviation, Inc.
  * Sunset Station, Inc.
  * Texas Station, LLC
  * Town Center Station, LLC
  * Tropicana Acquisitions, LLC
  * Tropicana Station, Inc.
  * Vista Holdings, LLC

The Aliante Debtors are Aliante Holding, LLC, Aliante Station
LLC, and Aliante Gaming, LLC.

Judge Zive confirmed the Plan after determining that the Plan met
all the requirements for confirmation under Section 1129 of the
Bankruptcy Code:

  (1) The Plan complies with all applicable provisions of the
      Bankruptcy Code, as required by Section 1129(a)(1),
      including Sections 1122 and 1123.  Article III of the Plan
      designates Classes of Claims and Equity Interests, other
      than Administrative Claims and Priority Tax Claims.  Valid
      business, factual and legal reasons exist for classifying
      the various Classes of Claims and Equity Interests in the
      manner set forth in the Plan.  Article V and certain other
      provisions of the Plan contain the principal means for the
      Plan's implementations.  Those provisions relate to, among
      other things, the conveyances, assignments, transfers and
      deliveries of the New OpCo Acquired Assets, New PropCo
      Acquired Assets, Landco Assets, and Aliante Holdings
      Assets.

  (2) In accordance with the requirements of Section 1129(a)(2),
      the Debtors have complied with all applicable provisions
      of the Bankruptcy Code, including Sections 1125 and 1126
      and Rules 3016, 3017 and 3018 of the Federal Rules of
      Bankruptcy Procedure.  Adequate disclosures of the
      prepetition financial condition of the Debtors and of the
      terms and purposes of the Restructuring Transactions were
      made during the course of the SCI Cases, the extensive
      prepetition marketing of the assets of each of the
      Debtors, and the Prepetition Solicitation.

  (3) In accordance with the requirements of Section 1129(a)(3),
      the Debtors proposed the Plan in good faith and not by any
      means forbidden by law.  In determining that the Plan has
      been proposed in good faith, the Court has examined the
      totality of the circumstances surrounding the formulation
      of the Plan, including the support thereof by the
      Prepetition Opco Secured Lenders, Mortgage Lenders and the
      Aliante Lenders.

  (4) In accordance with the requirements of Section 1129(a)(4),
      Article II.A.2. of the Plan makes all payments on account
      of Professional Fee Claims for services rendered on or
      prior to the Effective Date subject to the requirements of
      Sections 327, 328, 330, 331, 503(b) and 1103, as
      applicable, by requiring Professionals to file final fee
      applications with the Court.  The Court will review the
      reasonableness of the applications under Sections 328 and
      330 and any applicable case law.  Article XI of the Plan
      provides that the Court will retain jurisdiction after the
      Effective Date to hear and determine all applications for
      allowance of compensation or reimbursement of expenses
      authorized pursuant to the Bankruptcy Code or the Plan.

  (5) The Plan complies with the requirements of Section
      1129(a)(5) because, pursuant to the Plan, Richard J.
      Haskins and Thomas M. Friel will serve as the Plan
      Administrators.

  (6) The Debtors' current businesses do not involve the
      establishment of rates over which any regulatory
      commission has jurisdiction.  Accordingly, Section
      1129(a)(6) does not apply to the Plan.

  (7) Section 1129(a)(7) requires that the Debtors show that,
      with respect to each impaired Class of Claims or Equity
      Interests, each holder of a Claim or Equity Interest in
      that impaired Class has either (a) accepted or is deemed
      to have accepted the Plan or, (b) as demonstrated by the
      Liquidation Analyses included as Exhibits to the
      Disclosure Statement, will receive or retain under the
      Plan on account of the Claim or Equity Interest property
      of a value, as of the Effective Date, that is not less
      than the amount such holder would receive or retain if the
      Debtors were liquidated on the Effective Date under
      Chapter 7 of the Bankruptcy Code.  Even though no Holder
      of a Claim or Equity Interest in an impaired Class
      objected to confirmation of the Plan on the basis that it
      was not receiving or retaining under the Plan as much as
      it would receive in a Chapter 7 liquidation of the
      Debtors, the Debtors have nevertheless submitted
      substantial evidence to show that the Plan complies with
      Section 1129(a)(7) with respect any hypothetical objecting
      Holder.

  (8) The Plan does not comply with the requirement of Section
      1129(a)(8) that all impaired Classes of Claims and Equity
      Interests vote to accept the Plan because Classes of
      Claims and Equity Interests that receive nothing under the
      Plan are deemed to have rejected the Plan.  Nevertheless,
      the Plan is confirmable because the Plan satisfies the
      "cramdown" requirements of Section 1129(b) with respect to
      all non-accepting Classes.

      Section 1129(b) authorizes the Court to confirm the Plan
      even if not all Impaired Classes have accepted the Plan,
      provided that the Plan has been accepted by at least one
      impaired class and the Plan does not discriminate unfairly
      and is fair and equitable with respect to each Impaired
      Class that voted to reject the Plan.  Here, Classes AGL.1,
      ASL.1, ASL.3(a), BS.1, BS.3(a), CH.2(a), CS.1, CS.3(a),
      CVH.1, FS.1, FS.3(a), FLA.1, FLA.3(a), GR.1, GR.3(a),
      GVRS.1, GVRS.3(a), GVS.1, GVS.3(a), LM.1, LM.3(a),
      LML.2(a), MS.1, MS.3(a), PSHC.1, PSHC.3(a), PE.1, PE.3(a),
      RS.1, RS.3(a), SF.1, SF.3(a), SL.1, SL.3(a), SH.1,
      SH.3(a), SS.1, SS.3(a), STN.2(a), TS.1 and TS.3(a), each
      an Impaired Class of Claims, voted to accept the Plan.
      Thus, the requirement that at least one Impaired Class
      vote to accept the Plan is satisfied.

  (9) In accordance with the requirements of Section 1129(a)(9),
      the Plan provides that:

         (a) with respect to Administrative Claims, on the later
             of the Effective Date or when an Administrative
             Claim becomes an Allowed Administrative Claim, the
             Allowed Administrative Claim will be paid in cash
             in the full unpaid Allowed Amount of the Claim,
             unless the Holder agrees to less favorable
             treatment;

         (b) the rights of the Holders of Priority Tax Claims
             are unaltered under the Plan -- under Section II.B.
             of the Plan, Holders of Priority Tax Claims will
             receive, at the election of the Debtors, (i)
             payment in full in cash of the Allowed amount of
             the Claim, (ii) less favorable treatment if the
             Holder agrees, or (iii) installment payments in
             accordance with the requirements of Sections
             1129(a)(9)(C) and (D); and

         (c) Holders of Allowed Other Priority Claims will
             receive payment in full in cash of the Allowed
             amount of the Claim.

(10) In accordance with the requirements of Section
      1129(a)(10), as indicated in the report of the Voting and
      Claims Agent and as reflected in the record of the
      Confirmation Hearing, at least one Class of Claims or
      Equity Interests that is Impaired under the Plan voted to
      accept the Plan.  Indeed, all Voting Classes voted to
      accept the Plan, in each case determined without including
      any acceptance of the Plan by any insider.  Those Classes
      of Claims voting to accept are Classes AGL.1, ASL.1,
      ASL.3(a), BS.1, BS.3(a), CH.2(a), CS.1, CS.3(a), CVH.1,
      FS.1, FS.3(a), FLA.1, FLA.3(a), GR.1, GR.3(a), GVRS.1,
      GVRS.3(a), GVS.1, GVS.3(a), LM.1, LM.3(a), LML.2(a), MS.1,
      MS.3(a), PSHC.1, PSHC.3(a), PE.1, PE.3(a), RS.1, RS.3(a),
      SF.1, SF.3(a), SL.1, SL.3(a), SH.1, SH.3(a), SS.1,
      SS.3(a), STN.2(a), TS.1 and TS.3(a).

(11) The Plan is a liquidating Plan for all of the Debtors
      except Aliante Gaming.  The record of these Chapter 11
      Cases evidences that the parties to the Subsidiary
      Debtors' Restructuring Transactions have the financial
      wherewithal and desire to close on the Restructuring
      Transactions.  Thus, the liquidating aspect of the Plan is
      feasible.  Accordingly, the Plan satisfies the
      requirements of Section 1129(a)(11).

(12) In accordance with the requirements of Section
      1129(a)(12), Article XII.A. of the Plan provides that
      Administrative Claims for fees payable pursuant to
      Section 1930 of the Judiciary and Judicial Code will be
      paid in Cash on the Effective Date.  After the Effective
      Date, the Plan Administrator and Reorganized Aliante
      Gaming will pay all required fees pursuant to Section 1930
      or any other statutory requirement and comply with all
      statutory reporting requirements.

(13) The Debtors, other than Aliante Gaming, are liquidating,
      and after the Effective Date will have no obligations
      regarding any retiree benefits of the kind referred to in
      Section 1114; therefore, Section 1129(a)(13) does not
      apply to those Debtors.  Aliante Gaming is not a party to
      any plan, fund or program that provides "retiree benefits"
      as the term is used in Section 1114; therefore, Section
      1129(a)(13) does not apply to Reorganized Aliante Gaming.

(14) Sections 1129(a)(14), (15) and (16) address domestic
      support obligations, individual debtors, and non-moneyed
      businesses, and they do not apply to the Debtors.

                  Disclosure Statement Approval

Judge Zive also approved the Disclosure Statement explaining the
Plan with respect to the Subsidiary Debtors and the Aliante
Debtors after determining that it contains "adequate information"
within the meaning of Section 1125.

                      Objections Overruled

Any objections, responses to, or reservations of rights regarding
confirmation of the Plan or any terms of the Plan, whether filed
on the docket or stated orally in court, and whenever filed or
stated, other than those withdrawn with prejudice in their
entirety prior to or on the record at the Confirmation Hearing,
are denied and overruled on the merits.

No objections to confirmation of the Plan or to any of the terms
of the Plan with respect to the Subsidiary Debtors and the
Aliante Debtors were filed by any Holder of Claims against or
Equity Interests in the Subsidiary Debtors or Aliante Debtors or
by any other party-in-interest in the Chapter 11 Cases of the
Subsidiary Debtors and Aliante Debtors, by the May 16, 2011
deadline.

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?7617

A full-text copy of the Memorandum supporting the Confirmation
Order is available for free at:

            http://ResearchArchives.com/t/s?7618

                       Amended Plans

The Prepackaged Plan was amended on May 20 to add Tropicana
Station, Inc., as a subsidiary debtor.

The May 20 Amended Plan provides that Tropicana Station's Class
TSI.1 Prepetition Opco Secured Lenders' Allowed Secured Claims,
TSI.3(a) Prepetition Opco Secured Lenders' Allowed Deficiency
Claims, TSI.4 Intercompany Claims Impaired Deemed to Reject, and
TSI.5 Equity Interests Impaired Deemed to Reject are deemed
impaired.  Class TSI.2 Other Secured Claims and TSI.3(b) General
Unsecured Claims in Tropicana Station's bankruptcy case are
deemed unimpaired.

The May 20 Amended Plan also provides that ALST Casino Holdco, a
Delaware limited liability company, will be formed before the
Aliante Effective Date with respect to Aliante Gaming, and will
elect to be taxed as a partnership.  An operating agreement for
ALST Casino Holdco will be adopted, and will, among other things,
(i) establish the terms and rights of the ALST Casino Holdco
Equity, (ii) establish certain restrictions on the transfer of
ALST Casino Holdco Equity, (iii) provide for certain rights and
obligations of holders of ALST Casino Holdco Equity, (iv) provide
for the preparation and filing with any state or federal
regulatory authority any documents that the Required Aliante
Consenting Lenders deem necessary or appropriate in connection
with establishing ALST Casino Holdco as a "publicly traded
company" within the meaning of the Nevada Revised Statutes.  On
or before the Aliante Effective Date with respect to Aliante
Gaming, a registration rights agreement will be entered into.

On or before the Aliante Effective Date, ALST Casino Holdco will
authorize and issue ALST Casino Holdco Equity for distribution to
the Holders of Allowed Class AGL.1 Claims.  Each Holder of an
Allowed Class AGL.1 Claim will receive its Pro Rata share of 100%
of the ALST Casino Holdco Equity.

On the Aliante Effective Date with respect to Aliante Gaming,
these transactions will be deemed to have occurred in this order:

  (A) each Holder of an Allowed Class AGL.1 Claim will be deemed
      to have exchanged all of its Allowed Class AGL.1 Claim for
      its Pro Rata share of New Aliante Equity and New Secured
      Aliante Debt; and

  (B) each Holder of New Aliante Equity will be deemed to have
      contributed all the New Aliante Equity to ALST Casino
      Holdco in exchange for its Pro Rata share of ALST Casino
      Holdco Equity.

A full-text copy of the May 20 Amended Plan is available for free
at http://ResearchArchives.com/t/s?761a

The April 12 Debtors further amended their Plan on May 24 to
define "Aliante IP License Agreement" as one or more IP license
agreements with Reorganized Aliante Gaming, substantially in the
form and substance acceptable to the Required Aliante Consenting
Lenders and the other parties thereto.  The Aliante IP License
Agreement is one of the transactions to be consummated under the
Plan.

                   Amended Plan Supplements

The Aliante Debtors filed a first amendment to their Plan
Supplement disclosing the directors and officers of ALST Casino
Holdco, LLC.  As of May 19, the Consenting Aliante Lenders have
determined to appoint James G. Coulter, Soohyung Kim, Eugene I.
Davis, and Ellis Landau to serve on the board of directors of
ALST Casino Holdco.

The Subsidiary Debtors, on May 23, also filed a schedule of
executory contracts and unexpired leases they intend to assume
and assign, available for free at:

            http://ResearchArchives.com/t/s?761b

The Subsidiary Debtors subsequently amended the schedule of
executory contracts and unexpired leases they intend to assume
and assign to delete some contracts listed.  A copy of the
amended schedule is available for free at:

            http://ResearchArchives.com/t/s?761d

The April 12 Debtors filed a schedule of insurance contracts to
be assumed pursuant to their Plan, available for free at:

             http://ResearchArchives.com/t/s?761c

            Plan Receives Approval from Gaming Agencies

Station Casinos has received all of the approvals necessary to
consummate its plan of reorganization.

Following approval from the U.S. Bankruptcy Court, on May 26, the
Nevada Gaming Control Board and Nevada Gaming Commission voted
unanimously to approve Station's restructuring.  These approvals
clear the way for Station to emerge from bankruptcy as a
financially stronger and healthier company.

The successful conclusion of the restructuring that began in July
2009 will result in the Company and its properties remaining
together under the Station Casinos' umbrella, the preservation of
nearly 13,000 jobs, and Frank and Lorenzo Fertitta becoming the
Company's largest shareholders, owning 45 percent of the
restructured Company, according to a Company statement.  Frank
and Lorenzo Fertitta, together with their existing management
team, will also remain the manager and operator of all of the
properties, tribal partnerships and land holdings, the Company
said.

"In both good times and in bad, we have demonstrated our
commitment to the Las Vegas community.  From one small property
with 90 team members in 1976 to 18 properties with over 13,000
team members today, we've always been committed to investing in
Las Vegas," said Frank Fertitta, CEO and Chairman of Station
Casinos.  "We sincerely thank our team members and guests for
their support. It's a great day for Station Casinos, our team
members and the Las Vegas community," Mr. Fertitta said.

The bankruptcy reorganization plan for Green Valley Ranch Resort
in Henderson is now expected to be approved June 8 after Judge
Zive deals with last-minute objections by certain lenders,
Station spokeswoman Lori Nelson said, according to Bloomberg
News.

"We are excited to have received the final approval from the
court for the restructuring of substantially all of Station
Casinos. It has taken a great deal of hard work and the personal
financial commitment of Frank and Lorenzo Fertitta and their
partners to keep the family of Station Casinos' properties
together and our team members employed. We look forward to
appearing before the Nevada Gaming Control Board and Gaming
Commission tomorrow and, subject to their approval, closing the
restructuring transactions in the coming weeks," Richard Haskins,
executive vice president and general counsel for Station Casinos
Inc., said in a statement.

                    About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Green Valley Plan Hearing Adjourned to June 8
--------------------------------------------------------------
The Bankruptcy Court adjourned the hearing for the Prepackaged
Plan of Reorganization and its accompanying disclosure statement
of Green Valley Ranch Gaming, LLC, to a date to be determined.

A notice filed with the Court indicated that the plan
confirmation hearing is rescheduled to June 8, 2011 at 10:00 a.m.

The Official Committee of Unsecured Creditors of Green Valley
Ranch Gaming LLC sought and obtained Court authority to file
certain parts of its request to adjourn the confirmation hearing
of the April 12 Debtors' Joint Chapter 11 Plan as it pertains to
Green Valley under seal.

The Creditors' Committee moved for the adjournment of GVR's plan
confirmation hearing because it needed time to evaluate and test
the Plan, according to its counsel, Robert J. Stark, Esq., at
Brown Rudnick LLP, in New York.  The Committee noted that there
are hints of insider dealing in the Plan.

Mr. Stark specifically pointed out that the auction of Green
Valley's assets appears to have been rigged to depress the
company's value.  He pointed out that there is reason for
suspicion regarding a key factor that drove the results of the
sale process and that is Green Valley's historic cash flows.

                  Creditors Oppose GVR Plan

The Official Committee of the Unsecured Creditors appointed in
the Chapter 11 case of Green Valley Ranch Gaming, LLC, objects to
the approval of the Prepackaged Joint Plan of Reorganization of
the April 12 Debtors with respect to GVR, asserting that the
Committee's due process rights must be respected.

The Creditors' Committee points out that there remains pending
disputes as to the discovery that it will be allowed to take in
connection with its opposition to the Plan.  The Creditors'
Committee argues that without adequate information, it will be
disabled from serving as GVR's case counter-balance and
delivering to the Court an informed opposing viewpoint.  Absent
the allowance of adequate discovery, confirmation of the GVR Plan
would violate Fifth Amendment liberties, and would run afoul
Sections 1129(a)(2) and (a)(3) of the Bankruptcy Code, Robert J.
Stark, Esq., at Brown Rudnick LLP, in New York, asserts.

Mr. Stark further argues that, due to its refusal to provide
adequate discovery responses, GVR must be precluded from
introducing any withheld evidence at trial.  The limited
discovery, Mr. Stark points out, raises more questions than it
answers and leaves the Creditors' Committee with no alternative
but to vigorously oppose confirmation.

In response to the Creditors' Committee's objection, the Steering
Committee of First Lien Term Lenders to GVR asserts that, the
intercreditor agreement between GVR and credit agreement agents
dated February 16, 2007, prevents the Committee Members and all
other Second Lien Lenders from having any role in determining the
disposition of the Collateral or contesting the First Lien
Lenders' disposition of the Collateral through the Plan unless
the First Lien Lenders are paid in full.  The Preliminary
Objection constitutes a breach of Committee Members' agreement
and should be overruled on that basis alone, Amy N. Tirre, Esq.,
at Law Offices of Amy N. Tirre, APC, in Reno, Nevada, argues.

Ms. Tirre explains that Section 6.2 of the Intercreditor
Agreement states that in a bankruptcy case of GVR, the Second
Lien Agent, on behalf of the Second Lien Lenders, "agrees that it
will raise no objection to or oppose a sale or other disposition
of any Collateral . . . free and clear of its Liens or other
claims under Section 363 of the Bankruptcy Code if [a majority in
amount of the First Lien Lenders] have consented to such sale or
disposition of such assets so long as the interests of the Second
Lien [Lenders] attach to the proceeds thereof, subject to the
terms of this Agreement.

Cathie Green, an individual who asserted personal injury claims
arising from an incident that occurred on Green Valley Ranch's
property, also object to the confirmation of the April 12
Debtors' Plan.

GVR, according to papers filed with the Court, concluded that its
bankruptcy Estate would be best served by submission of a
separate brief in support of confirmation of the Plan with
respect to GVR.

                    About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Tropicana Station Unit in Chapter 11
-----------------------------------------------------
Tropicana Station, Inc. a wholly-owned subsidiary of Station
Casinos, Inc., commenced a Chapter 11 case in the U.S. Bankruptcy
Court for the District of Nevada on May 23, 2011.

In connection with its filing, TSI sought and obtained an order
from the Court consolidating its Chapter 11 case with the Chapter
11 case of Station Casinos, Inc.  TSI will be treated as a
Subsidiary Debtor for all purposes and all references in the
Jointly Administered Cases.

In addition to jointly administering TSI's Chapter 11 case with
the other Chapter 11 cases, the Court also ruled that these
previously entered orders are applicable to TSI's Chapter 11
case:

  -- the existing process and procedures orders, which have
     streamlined the administration of the Debtors' Chapter 11
     cases like the Notice Procedures; Ordinary Course
     Professionals; Notice, Claims, and Solicitation Agent; and
     Interim Compensation;

  -- existing employment orders employing Milbank Tweed Hadley &
     McCloy LLP as counsel; Lewis and Roca LLP as co-counsel;
     FTI Consulting, Inc. as financial advisors; Ernst & Young
     LLP as independent auditor and tax advisor; and Lazard
     Freres & Co. LLC as financial advisor and investment
     banker;

  -- existing operational order (i) authorizing payment of all
     prepetition obligations related to workers' compensation,
     liability, property and other insurance programs in the
     ordinary course, and (ii) instructing banks to honor,
     process and pay any payment requests related to the
     foregoing;

  -- existing first day relief orders entered in the Subsidiary
     Debtors' Chapter 11 cases:

     (a) Cash Management: Order Authorizing April 12 Debtors
         to Maintain and to Continue Use, Without Interruption:
         (A) Existing Cash Management Systems, (B) Existing
         Books and Records and Business Forms, and (C) Existing
         Banking Practices;

     (b) Cash Collateral: Interim Order Pursuant to 11 U.S.C.
         Sections 105, 361, 362, 363 and 552 and Fed. R. Bankr.
         P. Rule 4001(B), (C) and (D) (I) Authorizing the
         Debtors to Use Cash Collateral, (II) Granting Adequate
         Protection to Prepetition Secured Parties, and (III)
         Granting Related Relief;

     (c) Payment of Prepetition Employee Obligations and
         Prepetition Payroll Taxes: Order (I) Authorizing
         April 12 Debtors to Pay Prepetition Employee
         Obligations and Prepetition Payroll Taxes and Continued
         Employee Benefit Programs; and (II) Authorizing and
         Directing Banks to Honor and Process all Payments
         Related Thereto;

     (d) Disclosure Statement and Confirmation Hearing: Order
         Setting the Disclosure Statement and Confirmation
         Hearing and Related Objection and Reply Deadlines and
         Approving Form and Manner of Notice Thereof;

     (e) Consolidated List of Creditors: Order Pursuant to 11
         U.S.C. Section 105(a) and Bankruptcy Rule 1007
         Authorizing April 12 Debtors to File Consolidated
         List of the Forty Largest Creditors and Consolidated
         Creditor Matrix;

     (f) Deposits: Order Authorizing April 12 Debtors to Pay
         or Honor Deposits and Travel Agents' Commissions and
         Authorizing and Directing Banks to Honor, Process, and
         Pay All Payments Related Thereto;

     (g) Gaming Liabilities and Customer Programs: Order
         Authorizing April 12 Debtors to Pay and Honor
         Prepetition Gaming Liabilities and Prepetition Customer
         Programs and Authorizing and Directing Banks to Honor,
         Process and Pay All Payments Related Thereto;

     (h) Reclamation Procedures: Order Establishing Reclamation
         Procedures; Prohibiting Third Parties from Interfering
         with Delivery of Goods; Authorizing Debtors to Pay
         Priority Vendor Claims;

     (i) Utility Companies: Order Prohibiting Utility Companies
         from Altering, Refusing or Discontinuing Services;
         Determining Adequate Assurance Within the Meaning of
         Section 366; and Approving Procedures for Additional or
         Different Adequate Assurance; and

     (j) Prepetition Taxes and Fees: Order Authorizing
         April 12 Debtors to Pay Prepetition Taxes and Fees
         and Authorizing and Directing Banks to Honor, Process,
         and Pay All Payments Related Thereto.

In a separate filing, TSI and the Opco Administrative Agent
stipulate that the term "Subsidiary Debtors" in the Cash
Collateral Order entered in the April 12 Debtors' Chapter 11
cases be deemed to include TSI and the terms and conditions of
the April 12 Debtors' Cash Collateral Order, including without
limitation, the adequate protection claims and liens provided for
therein, will apply with full force and effect to TSI.  With
respect to TSI, the Opco Administrative Agent will have all of
the substantive and procedural rights, remedies and obligations
provided to and imposed upon it as set in the April 12 Debtors'
Cash Collateral Order.  The Stipulation was approved by the
Court.

The U.S. Trustee will not convene a meeting of creditors or
equity security holders in TSI's Chapter 11 case because it has
already filed a plan and solicited acceptances before it filed
for Chapter 11 protection.

According to papers filed in court, TSI did not file a Chapter 11
case contemporaneously with the other subsidiary debtors on
April 12 due to ongoing negotiations between TSI and TSI's
landlord over the terms of TSI's lease known as the "Wild Wild
West Lease" of certain real property located in Clark County,
Nevada.

TSI has now negotiated new lease terms with the Landlord
providing, among other things, for the Landlord's consent to the
assumption by TSI of the Wild Wild West Lease, as amended, and
the assignment thereof to the designee of the New Opco Purchaser
on the occurrence of the April 12 Debtors' Effective Date.

On May 16, after entering into the Wild Wild West Lease
Amendment, TSI commenced a prepetition solicitation of the
Holders of Claims in the Classes entitled to vote on the Joint
Plan with respect to TSI.

As is the case with each of the other April 12 Debtors, TSI's
voting classes are exclusively comprised of Holders of
Prepetition Opco Secured Lenders' Allowed Claims.  As part of the
solicitation, TSI distributed a solicitation package to the
Holders that included proposed modifications to the Joint Plan
that relate to and concern TSI, which in effect: (a) modify the
definition of "Subsidiary Debtors" contained in the Joint Plan to
include TSI and provide TSI, TSI's estate and TSI's estates'
creditors with all of the same procedural and substantive rights,
remedies, releases, exculpation, and obligations provided to the
other April 12 Debtors, the other April 12 Debtors' estates and
the other April 12 Debtors' creditors under the Joint Plan and
(b) provide Classes TSI.1 and TSI.3(a) with the exact same
treatment that each Holder of Prepetition Opco Secured Lenders'
Allowed Secured Claims and Prepetition Opco Secured Lenders'
Allowed Deficiency Claims receives against the other Subsidiary
Debtor Secured Guarantors.

The definition of terms in the Debtors' Joint Chapter 11 Plan of
Reorganization was modified as a result of TSI's Chapter 11
filing.  A solicitation letter accompanying the modifications was
mailed with the Solicitation Package.

Copies of the Solicitation Letter and a list of Plan
modifications are available for free at:

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

The Voting Deadline for Classes TSI.1 and TSI.3(a) to vote to
accept or reject the TSI Modifications was May 20, 2011 at 4:00
p.m. prevailing Pacific Time.  Classes TSI.1 and TSI.3(a) voted
unanimously to accept the TSI Modifications.

Paul S. Aronzon, Esq., at Milbank Tweed Hadley & McCloy LLP, in
Los Angeles, California, relates that the votes to accept the
Joint Plan with respect to TSI mirror the same Holders' votes to
unanimously accept the SCI Plan and to unanimously accept the
Joint Plan with respect to the other April 12 Debtors.

                    About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: GVR Wants Committee "Wild Goose Chase" Denied
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Station Casinos
Inc.'s cases is asking the Bankruptcy Court to compel Green Valley
Ranch Gaming LLC, certain non-debtor affiliates, and certain
individuals to produce certain documents and witnesses for
deposition testimony.  Counsel Robert J. Stark, Esq., at Brown
Rudnick LLP, in New York, says that the Court should put an end to
the attempts of Green Valley and others to thwart the Creditors'
Committee from carrying out its statutory duty to investigate the
propriety of Green Valley's proposed Chapter 11 plan of
reorganization.

In response, Green Valley asks the Court not to grant the Official
Committee of Unsecured Creditors' request to compel
discovery.

James H. M. Sprayregen, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, argues that the Committee's only goal in the
GVR's Chapter 11 case is to extract holdup value through nuisance
and delay at the Debtor's expense.  He points out that the
Committee's core assertion is its belief that the Debtor is more
valuable than the market has indicated -- and thus, by
implication, that the Debtor's Chapter 11 Plan of Reorganization
is not in the best interests of general unsecured creditors
because they would receive a distribution in a Chapter 7
liquidation.

After an extensive marketing process, the market determined that
the Debtor's enterprise value is $500 million, more than $378
million below the threshold level for general unsecured creditors
to recover under a liquidation waterfall analysis, Mr. Sprayregen
notes.  He adds that the first lien lenders and their legal and
financial advisors actively participated in the Marketing Process
and accepted a $500 million offer, even though it left the first
lien lenders more than $100 million short of full payment and
they had the right to credit-bid the value higher.

The Committee alleges that the sophisticated bidders in the
Marketing Process and the first lien lenders got it wrong,
despite the fact that the Debtor's second lien lenders -- who
constitute the Committee's entire membership -- had the
opportunity to bid enough to pay the first lien lenders in full
and acquire ownership of the supposedly undervalued assets,
Mr. Sprayregen tells the Court.

In its request, the Committee seeks to place its own theoretical
value on the Estate and claims that it needs broad and
overwhelming discovery to do so, Mr. Sprayregen point out.  He
asserts that the Court should not condone the "wild goose chase"
for a different, theoretical value.

GVR, Mr. Sprayregen tells the Court, established an independent
transaction committee to oversee a sales process, and hired
Oppenheimer & Co. to market the property to potential buyers.
The Marketing Process was conducted over nine months, with 73
participants, 29 executed confidentiality agreements, nine
bidders submitting first round bids, and three bidders submitting
second round bids.  That process resulted in a bid for $485
million, he points out.

Mr. Sprayregen relates that the first lien lenders then actively
engaged in negotiations with the potential purchaser, finally
resulting in a $500 million offer, $100 million more than the
next highest bidder.

Without conceding that the members of the Committee are entitled
to any discovery, the Debtor produced documents and offered
witnesses for deposition that allow the Committee to test its key
question, Mr. Sprayregen tells the Court.  He contends that, as
second lien lenders, each of the Committee members already had
access to additional documents that detail the Debtor's financial
and operational performance.

At least two of the three Committee members and the Committee's
proposed counsel have been observers of the Marketing Process
from the beginning -- about nine months before the Committee was
formed -- and two of the Committee members and their counsel
asked for and received updates and information about the process
as it unfolded, Mr. Sprayregen notes.

"None took issue with the Marketing Process or the independence
of those running the Marketing Process," Mr. Sprayregen says.

Mr. Sprayregen complains that beyond the nature and extent of the
Marketing Process, the Motion to Compel seeks documents and
witnesses that far exceed the bounds of relevance, will not lead
to the discovery of admissible evidence and impose burdens upon
the recipients of the discovery that far outweigh any possible
benefit to the Committee.  "These discovery requests will lead to
significant costs and delay, all at [the Debtor's] expense, with
no benefit to the Committee," he says.

In separate filings, Jefferies & Company, Inc.; Larry Lindholm,
The Greenspun Corporation, and GCR Gaming, LLC; the Steering
Committee of First Lien Term Lenders; and Station Casinos, Inc.,
join in the Debtor's objection.

                    About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STEVE MCKENZIE: Court Rules on Law Firm's Security Interest Claim
-----------------------------------------------------------------
Bankruptcy Judge Shelley D. Rucker ruled on a motion filed by the
law firm of Grant, Konvalinka & Harrison, P.C., for relief to
pursue its rights under a Membership Interest and/or Stock Pledge
Agreement executed by Steve A. McKenzie.  The agreement was
executed only six weeks before an involuntary bankruptcy was filed
against the debtor and approximately 14 weeks before he filed his
own voluntary case.  The pledge agreement recites that it was
given to secure existing legal fees incurred by the debtor and his
companies.  An amendment to that pledge agreement also contained a
commitment by GKH to provide additional legal services to the
debtor and other entities which the debtor owned in whole or in
part.

Although the transaction appears to be a classic preferential
transfer, the court noted the trustee has no preference or other
avoidance action pending against GKH.  All of the parties have
agreed that the two years since the filing date has run and one
year since the trustee's original appointment in the Chapter 11
case has run.

Counsel for the trustee has raised issues with respect to the
attachment and perfection of GKH's security interest in his
response objecting to the Motion.  He asserts that 11 U.S.C. Sec.
544(a)(1) and (2) give him not only avoidance powers but status as
a hypothetical lien creditor as of the time of filing of the case.
He relies on this status to give him the ability to prove that the
lien of GKH is subordinate to his hypothetical lien and
extrapolates from that status that his superior lien prevents GKH
from lifting the stay.  He secondarily asserts that GKH's reliance
on the running of the limitation contained in 11 U.S.C. Sec. 546
is misplaced since this limitation is subject to equitable tolling
under the circumstances of this case based on GKH's failure to
disclose its security interest in the equity interests until after
the statute had run.

The parties have stipulated that GKH has a past due balance for
legal services of $486,828.51.

According to Judge Rucker, to be granted relief from the stay, GKH
must show that it is a creditor and that it has a security
interest in the property of the debtor that was granted prior to
the filing of the petition.

The trustee contends that GKH must also prove that its security
interest is superior to that of a hypothetical judgment lien
creditor in the same property who obtained the judgment lien on
the date of the filing.  GKH contends that if GKH's security
interest has attached, priority is irrelevant because the statute
of limitations has expired unless the trustee can prove the
statute of limitations should be equitably tolled.

In her ruling, Judge Rucker said the issues of whether the trustee
may use his status as a hypothetical lien creditor to defeat
certain transfers or may still challenge the entire pledge because
the statute of limitations was equitably tolled, will remain under
advisement.  The stay will remain in effect until further court
order.

A copy of Judge Rucker's May 27, 2011 Memorandum is available at
http://is.gd/NMYWJTfrom Leagle.com.

                      About Steve A. McKenzie

The Steve A. McKenzie case was originally filed as an involuntary
Chapter 7 bankruptcy (Bankr. E.D. Tenn. Case No. 08-16378) on
Nov. 20, 2008.  Mr. McKenzie filed a voluntary Chapter 11
bankruptcy (Bankr. E.D. Tenn. Case No. 08-16987) on Dec. 20, 2008.
Upon request of counsel for the Debtor, the two cases were
consolidated.  The case has since proceeded with the earlier
filing date of Nov. 20, 2008, as the effective date of the
petition.  On Jan. 15, 2009, the Court entered an agreed order
converting the involuntary Chapter 7 case no. 08-16378 to a
Chapter 11 proceeding and substantively consolidating the
proceeding with case no. 08-16987.  Mr. McKenzie estimated
$100 million to $500 million in both assets and debts in his
Chapter 11 petition.

An Official Committee of Unsecured Creditors was appointed by the
United States trustee.  The Committee retained Evans LeRoy &
Hackett PLLC as counsel.  On Feb. 20, 2009, C. Kenneth Still was
appointed as Chapter 11 trustee.  He also tapped F. Scott LeRoy,
Esq., as counsel.  Mr. LeRoy ultimately withdrew from Evans LeRoy.

The case was later converted back to Chapter 7 and Douglas R.
Johnson was named the Chapter 7 trustee.  He was terminated on
June 14, 2010, and Mr. Still was added to the case as Chapter 7
trustee.


SUNVALLEY SOLAR: Posts $202,500 Net Loss in First Quarter
---------------------------------------------------------
Sunvalley Solar, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $202,504 on $797,810 of revenues for the
three months ended March 31, 2011, compared with a net loss of
$76,652 on $767,645 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$3.11 million in total assets, $3.25 million in total liabilities,
and a stockholders' deficit of $137,028.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

A copy of the Form 10-Q is available at http://is.gd/gG7gTA

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.


SUSPECT DETECTION: Reports $609,300 Net Income in First Quarter
---------------------------------------------------------------
Suspect Detection Systems, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $609,283 on $1.6 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $178,553 on $620,199 of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed $2.7 million
in total assets, $1.4 million in total liabilities, and
stockholders' equity of $1.3 million.

As of March 31, 2011, the Company had an accumulated deficit of
approximately $2.5 million.

As reported in the TCR on March 28, 2011, Yarel + Partners, in
Tel-Aviv, Israel, expressed substantial doubt about Suspect
Detection System's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has not established sufficient sources of
revenue to cover its operating costs and expenses.  "As such, it
has incurred an operating loss since inception.  Further, as of
Dec. 31, 2010, the cash resources of the Company were insufficient
to meet its planned business objectives."

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

                       http://is.gd/eMg5AG

New York-based Suspect Detection Systems, Inc., is a Delaware
corporation that conducts its operations through its 58% owned
subsidiary, Suspect Detection Systems Ltd., an Israeli
corporation.  SDS - Israel specializes in the development and
application of proprietary technologies for law enforcement and
border control, including counter terrorism efforts, immigration
control and drug enforcement, as well as human resource
management, asset management and the transportation sector.


SW OWNERSHIP: Bury & Partners' Critical Vendor Claim Payment OK'd
-----------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized SW Ownership LLC to pay the
$47,407 unsecured prepetition claim of Bury & Partners, Inc.

Bury & Partners, Inc., an engineering firm that was engaged to
design the 500,000 gallon water storage tank necessary to ensure
that the project and its residents have access to fresh drinking
water at all times.  The water storage tank design is
approximately 60% completed.  Bury & Partner is among the entities
whose services have been and will be critical to the completion of
the project.

The Debtor related that its primary, initial objective in the
Bankruptcy case is completion of the Golf Course, which is
approximately 95% complete, and is critical to the project and the
value and marketability of the estate's remaining assets.

The Court ordered that the Debtor may pay the critical vendor
claim only under these circumstances:

   i) B&PI continues to affirm the payment terms under B&PI's
      contract with the City of Horseshoe Bay; and

  ii) B&PI agrees that the payment of the critical vendor claim
      resolves and cures all outstanding prepetition liabilities
      and defaults under B&PI's contract with the City of
      Horseshoe Bay and further agrees to resume the performance
      thereof.

                        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 also tapped Richard
Ellis, Inc. as its appraiser, valuation consultant and experts.
The Debtor estimated assets at $50 million to $100 million and
debts at $10 million to $50 million.


T3 MOTION: Enters Into Agreement to Amend Class G Warrants
----------------------------------------------------------
On May 19, 2011, the Company entered into agreements with holders
of Class G warrants to amend their Class G warrants such that the
price-based anti-dilution provisions would be deleted.  In
exchange the exercise price was fixed at $5.00 per share.

Between May 19, 2011, and May 25, 2011, Vision Opportunity Master
Fund, Ltd., and Vision Capital Advantage Fund; and Ki Nam, the
Company's chief executive officer, converted their $3.5 million
and $2.1 million debentures plus accrued interest, respectively,
into 1,138,885 and 632,243 unregistered units, respectively.  Each
unregistered unit consisted of one share of common stock, one
Class H warrant and one Class I warrant.  These units and the
underlying securities will be registered.

Also during that time period the Company's preferred stockholders
converted all outstanding Series A Convertible Preferred Stock
into 2,872,574 shares of the Company's common stock.  This
includes 9,370,698 and 976,865 share of Series A Convertible
Preferred Stock held by Vision and Mr. Nam, respectively, which
were converted into 2,340,176 and 243,956 shares of common stock,
respectively.  These shares of common stock will also be
registered.

                          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 March 31, 2011, showed
$3.70 million in total assets, $19.83 million in total
liabilities, and a $16.12 million total stockholders' deficit.


TALON THERAPEUTICS: Incurs $10.41 Million First Quarter Net Loss
----------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
a net loss of $10.41 million for the three months ended March 31,
2011, compared with a net loss of $5.47 million for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed $17.51
million in total assets, $38.86 million in total liabilities,
$30.64 million in redeemable convertible preferred stock, and a
$51.99 total stockholders' deficit.

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

                        http://is.gd/UTTzzP

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.


TALON THERAPEUTICS: James Flynn Discloses 36.4% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, James E. Flynn and his affiliates disclosed that they
beneficially own 10,038,706 shares of common stock of Talon
Therapeutics, Inc., representing 36.40% of the shares outstanding.
A full-text copy of the regulatory filing is available for free at
http://is.gd/nAPf4m

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

The Company's balance sheet at Dec. 31, 2010 showed $24.02 million
in total assets, $35.24 million in total liabilities, $30.64
million in redeemable convertible preferred stock and $41.86
million in total stockholders' deficit.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.


TAM SA: Fitch Rates Proposed Guaranteed Notes at 'B+/RR4'
---------------------------------------------------------
Fitch Ratings maintains the Rating Watch Positive on TAM S.A.'s
(TAM) ratings:

   -- Foreign currency Issuer Default Rating (IDR) 'B+';

   -- Local currency IDR at 'B+';

   -- Long-term national scale rating at 'BBB+(bra)';

   -- USD300 million senior unsecured note due to 2020 at
      'B+/RR4';

   -- USD300 million senior unsecured note due 2017 at 'B+/RR4';

   -- BRL500 million debentures issuance due 2012 at 'BBB+(bra)'.

Fitch Ratings has also assigned foreign currency (FC) and local
currency (LC) IDRs to these TAM fully owned subsidiaries:

Tam Linhas Aereas S.A.:

   -- Foreign currency Issuer Default Rating (IDR) 'B+';

   -- Local currency IDR at 'B+';

Tam Capital Inc. :

   -- Foreign currency Issuer Default Rating (IDR) 'B+';

   -- Local currency IDR at 'B+';

Tam Capital Inc. 2:

   -- Foreign currency Issuer Default Rating (IDR) 'B+';

   -- Local currency IDR at 'B+';

Tam Capital Inc. 3:

   -- Foreign currency Issuer Default Rating (IDR) 'B+';

   -- Local currency IDR at 'B+';

Fitch has also assigned a 'B+/RR4' rating (Expected) to TAM's
proposed senior guaranteed notes. The target amount of the
proposed issuance is expected to be around US$300 million; the
final amount of the issuance will depend on market conditions and
the tenor is projected to be up to 10 years. These notes will be
issued through TAM's subsidiary TAM Capital 3 Inc. and will be
unconditionally guaranteed by TAM and TAM Linhas Aereas S.A.
Proceeds from the proposed issuance will be used to enhance the
company's cash balance and for general corporate purposes. The
final rating for the proposed transaction is contingent upon the
receipt of final documents conforming to information already
received.

On Aug. 16, 2010, Fitch placed TAM's ratings on Rating Watch
Positive and LAN's 'BBB' IDR on Rating Watch Negative. These
rating actions followed the announcement by TAM and LAN that they
had reached an agreement to combine their holdings under a single
parent entity. The Rating Watch Positive on TAM's ratings reflects
the view that the combined credit profile of the two companies
would be stronger than TAM's current credit profile.
The merger of the two airlines has been delayed by anti-trust
authorities. The ratings of TAM remain on Rating Watch Positive to
reflect the possibility the transaction will ultimately be
approved, and that the transaction, if approved would benefit
TAM's creditors.

TAM's 'B+' and 'BBB+ (bra)' ratings reflect the company's high
leverage and volatile cash flow generation during the last few
years. They factor in the company's solid liquidity position and
its strong market presence in the domestic air-passenger
transportation sector, with a leading market share in Brazil's
domestic and international markets of approximately 41.8% and
85.8%, respectively, during the first quarter of 2011. TAM's
ratings also factors in the company's solid market position as the
sole Brazilian airline operator in long-haul routes to Europe and
the U.S., which is strengthened by several code share agreements.
The 'B+/RR4' ratings on the company's unsecured public debt
reflect average recovery prospects given default. Industry-related
risks such as fuel cost volatility, high operating leverage, and
cyclicality are factored into the ratings, as is the company's
high degree of sensitivity to changes in the macroeconomic
scenario.

By the end of March 2011, TAM announced it had signed a letter of
intention to buy a 31% stake in Brazil's TRIP Linhas Aereas
(TRIP). Tam expects to close the deal during the next 90 days,
subject to a positive outcome from the legal due diligence
process. Although complete information regarding the transaction
has not yet been disclosed to the market, Fitch expects the
transaction to be neutral to TAM's credit quality as the total
amount of the transaction is expected to be manageable relative to
TAM's current liquidity position of BRL1.9 billion (US$1.2
billion) by the end of March 2011. TRIP reached revenues and
EBITDAR in 2010 of BRL747 million (US$425 million)and BRL152
million (US$86 million), respectively. TRIP's total adjusted
leverage measured by the total adjusted debt to EBITDAR ratio was
5.2x in 2010. TRIP's market share in Brazil's domestic market,
measured by Revenue Passenger Kilometers(RPK) participation, was
2.57% and 1.84% during the first quarter of 2011 (1Q11) and first
quarter of 2010 (1Q10), respectively. TRIP's participation in
Brazil's domestic market capacity, measured by Available Seat
Kilometers (ASK) was 2.94% and 2.08% during 1Q11 and 1Q10,
respectively.

TAM's cash generation, as measured by Adjusted EBITDAR, was US$682
million (BRL1.4 billion), US$991 million (BRL 1.7 billion), and
US$1.1 billion (BRL1.8 billion) during fiscal 2009, fiscal 2010
and the LTM period ended March 2011, respectively. TAM's adjusted
EBITDAR calculation excludes the effect of the additional tariff
reversal of approximately BRL405 million occurred during 2010.
TAM's Adjusted EBITDAR margin has remained at 14.8% during LTM
March 2011. The company had approximately US$6.9 billion (BRL 10.7
billion) in total adjusted debt at the end of March 2011. This
debt consists primarily of US$4.8 billion (BRL7.6 billion) of on-
balance-sheet debt and an estimated US$2.0 billion (BRL3.2
billion) of off-balance-sheet debt associated with lease
obligations. The company's rental payments for the LTM March 2011
reached a total amount of US$270 million (BRL451 million). The
company's leverage, as measured by the Net Adjusted Debt/Adjusted
EBITDAR ratio was 5.1 times (x) at the end of March 2011. TAM's
unrestricted cash on its balance was US$1.2 billion (BRL1.9
billion) by the end of March 2011, resulting in a cash and
marketable securities/revenue ratio of 16%.

LAN's cash generation, as measured by EBITDAR, has remained
relatively stable during the last few years, at US$823 million,
US$1.1 billion and US$1.1 billion during fiscal 2009, fiscal 2010
and the last 12 month (LTM) period ended March 2011, respectively.
LAN's EBITDAR margin has consistently been over 22% during the
last two years The company had approximately US$4.2 billion in
total adjusted debt at the end of March 2011. This debt consists
primarily of US$3.4 billion of on-balance-sheet debt, most of
which is secured, and an estimated US$823 million of off-balance-
sheet debt associated with lease obligations. The company's rental
payments for the LTM March 2011 period reached a total amount of
US$117.6 million. The company's leverage, as measured by the Net
Adjusted Debt/EBITDAR, ratio, remained stable at 3.5 times (x) by
the end of March 2011. LAN's unrestricted cash on its balance was
US$388 million by the end of March 2011, resulting in a cash and
marketable securities/revenue ratio of 8%.

On a pro forma basis, ending in March 2011, the combined company's
EBITDAR would be around US$2.2 billion, with an estimated EBITDAR
margin of 18%, adjusted net leverage would be around 4.4x, and
liquidity, measured by cash and marketable securities/revenue
ratio, would be approximately 13%.


TEARLAB CORP: Posts $1.7 Million Net Loss in March 31 Quarter
-------------------------------------------------------------
TearLab Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1.7 million on $824,000 of revenue for
the three months ended March 31, 2011, compared with a net loss of
$2.1 million on $275,000 for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$10.1 million in total assets, $3.7 million in total liabilities,
and stockholders' equity of $6.4 million.

As reported in the TCR on April 5, 2011, Ernst & Young LLP, in San
Diego, California, expressed substantial doubt about TearLab's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses from operations and level of working
capital available to fund operations.

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

                       http://is.gd/sfpGwY

TearLab Corporation (NASDAQ: TEAR; TSX: TLB)
-- http://tearlab.com/-- is an in-vitro diagnostic company based
in San Diego, California. The Company is commercializing a
proprietary tear testing platform, the TearLab(R) Osmolarity
System that enables eye care practitioners to test for highly
sensitive and specific biomarkers using nanoliters of tear film at
the point-of-care.


TEMPUS RESORTS: Plan of Reorganization Wins Court Approval
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
confirmed Tempus Resorts International Ltd., et al.'s First
Amended Chapter 11 Plan of Reorganization as of March 22, 2011.

On March 22, the Court conditionally approved the adequacy
of the Debtors' amended disclosure statement explaining their
amended Chapter 11 plan.

As reported in the Troubled Company Reporter on April 20, the Plan
provides that holders of Allowed Administrative Claims will be
paid in full on the Effective Date of the Plan from the Debtors
cash on hand.  Holders of Allowed Priority Claims, to the extent
any such claims exist, will be paid over a period of five years
from the Petition Date with interest.  Existing equity in the
Debtors will be canceled, the Debtors will be substantively
consolidated into a Reorganized Debtor, and the Tempus Acquisition
LLC DIP Loan obligations will be converted into new equity in the
Reorganized Debtor.

Under the Plan, among others, holders of general unsecured claim,
owing about $2 million, will recover 5% of their allowed claims.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?75b0

A full-text copy of the First Amended Chapter 11 Plan is available
for free at http://ResearchArchives.com/t/s?75af

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.


TENET HEALTHCARE: Fitch Affirms 'B-' IDR; Outlook Positive
----------------------------------------------------------
Fitch Ratings has affirmed its ratings for Tenet Healthcare Corp.
(Tenet) including the Issuer Default Rating (IDR), at 'B-'. The
ratings were removed from Rating Watch Positive following the
withdrawal of Community Health System's bid to acquire Tenet. The
Rating Outlook is Positive. The ratings apply to approximately
$4.3 billion of debt at March 31, 2011.

Rating Rationale:

   -- While Tenet's liquidity and financial flexibility have
      recently improved, the free cash flow (FCF) profile remains
      strained. An upgrade to a 'B' IDR will require the company
      to produce positive FCF for several consecutive quarters;

   -- Otherwise, Tenet's liquidity profile is solid. Debt
      maturities are small through 2015 and the company has
      adequate available liquidity in cash on hand and credit
      revolver availability;

   -- Organic operating trends in the for-profit hospital industry
      are weak and Tenet's patient volume trends lagged the
      broader industry in 2009 - 2010. Fitch expects weak patient
      utilization trends and the associated drag on top-line
      performance to persist throughout the rest of 2011;

   -- Tenet has made significant progress in improving its
      industry lagging profitability since 2008. Although a low
      cost inflation environment aided this effort, Fitch believes
      that Tenet has made some durable reductions to its cost
      structure.

Improving Financial Flexibility:

Tenet's improving debt and liquidity profile is currently the most
significant factor supporting the Positive Rating Outlook. Since
early 2009, the company has proactively addressed risks to the
capital structure by refinancing most of its near-to-medium term
debt maturities. There are no significant debt maturities prior to
2015. Based on Fitch's expectation that Tenet's FCF will turn
mildly positive in 2011, the company would have adequate liquidity
to fund its 2011 -- 2012 unsecured note maturities with cash on
hand. However, Tenet recently approved a $400 million share
repurchase authorization and the company may decide to prioritize
use of cash to buy-back shares rather than reduce debt in 2011 --
2012.

Tenet's credit metrics, including debt leverage and interest
coverage, are strong relative to the 'B-' IDR. At March 31, 2011,
gross debt-to-EBITDA was 3.7 times (x) and EBITDA-to-LTM interest
expense was 2.6x. Debt leverage has consistently declined over the
past several years due to growth in EBITDA coupled with the use of
cash on hand to reduce outstanding debt, including $232 million in
the latest twelve months ended March 31, 2011.

Tenet's negative FCF profile remains the most important credit
risk. Positive ratings momentum largely depends upon incremental
progress with respect to this issue over the next 12 - 18 months,
with several consecutive operating quarters of positive FCF
(defined as cash from operations less capital expenditure and
dividends) required to support a ratings upgrade. In 2010, Tenet
posted FCF of negative $28 million, an improvement from the
negative $31 million posted in 2009. Fitch's projects that Tenet's
FCF will turn positive in 2011.

Several items have positive implications for the ongoing cash flow
outlook including:

   -- Improved profitability;

   -- Lower litigation expense following the completion in 2010 of
      settlement payments to the U.S. Department of Justice (DOJ)
      under a civil settlement agreement dating back to last
      decade;

   -- A net operating loss the company brought on its books in
      2010 will reduce future cash tax payments;

   -- Expected receipt of state Medicaid provider taxes in 2011.

Despite its strained FCF profile, Fitch believes Tenet has
adequate liquidity to support its operations, including cash of
$267 million as at March 31, 2011 and about $590 million in
availability on the company's $800 million revolving bank credit
facility. Availability on the revolver is based on eligible
accounts receivable and is reduced by outstanding letters of
credit. The bank facility matures in November 2015, contingent
upon refinancing of 80% of the outstanding principal of the notes
due 2015. Otherwise the bank facility matures in Q4'14.

Persistant Weak Industry Operating Trends:

Tenet operates 49 hospitals across 11 states, primarily in urban
settings centralized in geographies heavily impacted by the
economic recession, including Florida, California and Texas (62.7%
of licensed beds as of Dec. 31, 2010). Fitch believes that Tenet
has recently made significant progress improving operations and
increasing financial flexibility within the context of operating
margins that continue to lag industry-wide averages despite the
company realizing a meaningful increase in profitability since
2008.

After lagging the broader industry in its patient volume trends in
2009 and 2010, there is indication that Tenet's volume trends
could be shifting favorably. In Q1'11, Tenet reported its first
positive quarter of admissions growth since Q3'09, of 0.6%. This
however, is off an easy comparison of a 2.0% decline in admissions
in Q1'10. Most companies provided 2011 revenue guidance
incorporating flat growth in same hospital patient volume trends.
This is despite easy comparisons against a weak trend in 2010 and
is consistent with Fitch's expectation for 2011.

There is no clear catalyst for near-term improvement in organic
volume trends across the industry barring an accelerated
macroeconomic recovery. In fact, concerning trends indicating
higher levels of structural unemployment, and growth in the
consumer share of healthcare spending (such as through high
deductible health plans), support an expectation of weak organic
volume trends in the sector for some time to come.

Most companies in the sector have been using cash flow to fund a
series of small hospital acquisitions in order to bolster weak
organic top-line trends. While not an active acquirer of hospitals
in recent years, Tenet has recently begun to ramp up its
acquisition of outpatient facilities, mostly in markets where it
has an existing inpatient hospital presence. In 2010 and through
Q1'11, the company spent $83 million of cash on hand to acquire
outpatient facilities. These acquisitions contributed to strong
6.1% growth in outpatient visits in Q1'11 (vs. 2.5% organic
growth). While outpatient volumes generate less revenue, they are
higher margin than inpatient volumes, so growth in this area of
the business will support Tenet's recently improved level of
profitability.

Guidelines for Further Rating Actions:

An upgrade to a 'B' IDR for Tenet would be consistent with credit
metrics maintained at current levels, coupled with positive FCF
generation in 2011. More clarity on Tenet's cash deployment
strategy as FCF turns positive would also support an upgrade. The
company's board recently authorized a $400 million share
repurchase program. A negative rating action for Tenet is unlikely
in the near-term.

Debt Issue Ratings:

Fitch has taken these actions on Tenet's debt issue ratings:

   -- IDR affirmed at 'B-';

   -- Senior secured credit facility and senior secured notes
      affirmed at 'BB-/RR1';

   -- Senior unsecured notes affirmed at 'B/RR3'.

Tenet's recovery ratings (RR) reflect Fitch's expectation that a
going concern scenario will result in a greater enterprise value
for the company than liquidation. Fitch uses a 7.0x distressed
enterprise value multiple reflecting the low end of recent
acquisition multiples in the healthcare sector. The March 31, 2010
LTM EBITDA is stressed by 40%, considering post restructuring
estimates for interest and rent expense and maintenance level
capital expenditure.

Fitch estimates Tenet's distressed enterprise valuation in
restructuring to be approximately $4.8 billion. The 'BB/RR1'
rating for the senior secured bank facility and senior secured
notes reflects Fitch's expectations for 100% recovery for these
creditors. The 'B/RR3' rating on the senior unsecured notes rating
reflects Fitch's expectations for recovery in the 51% - 71% range.

Total debt of $4.3 billion at March 31, 2011 consisted primarily
of:

Senior unsecured notes:

   -- $65 million due 2011;

   -- $57 million due 2012;

   -- $216 million due 2013;

   -- $60 million due 2014;

   -- $474 million due 2015;

   -- $600 million due 2020;

   -- $430 million due 2031.

Senior secured notes:

   -- $714 million due 2015;

   -- $714 million due 2018;

   -- $925 million due 2019.


TITAN ENERGY: Posts $1 Million First Quarter Net Loss
-----------------------------------------------------
Titan Energy Worldwide, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.0 million on $3.5 million of
sales for the three months ended March 31, 2011, compared with a
net loss of $553,922 on $3.0 million of sales for the same period
last year.

The Company's balance sheet at March 31, 2011, showed $6.1 million
in total assets, $6.6 million in total liabilities, and a
stockholders' deficit of $519,471.

As reported in the TCR on April 12, 2011, UHY LLP, in Southfield,
Mich., expressed substantial doubt about Titan Energy Worldwide's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses and accumulated deficit.

A copy of the Form 10-Q is available at http://is.gd/6VtfOu

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TOLEDO EDISON: Fitch Affirms Issuer Default Rating at 'BB+'
-----------------------------------------------------------
Fitch Ratings has taken several rating actions on the regulated
electric utilities of FirstEnergy Corp. (FE, Issuer Default Rating
'BBB'; Stable Outlook by Fitch) including: upgrading the ratings
of Metropolitan Edison (MetEd), West Penn Power Co., Potomac
Edison (Potomac Ed), Monongahela Power Co. (Mon Power), Trans-
Allegheny Interstate Line (TrAILCo), assigning ratings for
American Transmission Systems Inc. (ATSI) and affirming the
ratings of Ohio Edison Co. (OE), Pennsylvania Power Co. (Penn
Power), Toledo Edison Co. (TE), Cleveland Electric Illuminating
Co. (CEI) and Jersey Central Power & Light Co. (JCPL).

The Rating Outlooks for all entities is Stable. Approximately
$12.6 billion of debt is affected by the rating action. These
rating actions were done in coordination with Fitch's ratings
affirmation of FE, please refer to the press release titles 'Fitch
Affirms Ratings of FirstEnergy Corp.; Revises Outlook to Stable'
dated May 27, 2011.

Key rating drivers for the electric transmission and distribution
(T&D) companies include:

   -- Low risk regulated T&D operations, with no commodity
      exposure;

   -- Electric security plan (ESP) in place for Ohio utilities
      (OE, TE, CEI) through May 31, 2014;

   -- No cash flow impact from customer shopping in Ohio;

   -- FE has a solid liquidity position, with approximately $4.8
      billion of liquidity available through credit facilities and
      cash on hand;

   -- Minimal debt maturities through 2015;

   -- Manageable capital spending plans through 2013; capex to be
      funded through internal cash generation;

   -- Reasonable regulatory environments in Ohio, Pennsylvania and
      New Jersey;

   -- Below average, albeit improving, regulatory environments in
      Maryland and West Virginia;

   -- Local service territory in Ohio continues to lag in economic
      recovery;

   -- Functional and financial ties with parent, FE.

The rating upgrades of MetEd, Mon Power, West Penn Power, and
Potomac Ed take into account strong current and forecasted credit
metrics for each company that are more consistent with Fitch's
guidelines for the 'BBB' rating category for T&D utilities.
Overall, Fitch projects that each company will have EBITDA to
interest ratios above 6.0 times (x) and funds from operations to
interest coverage at or above 4.0x through 2013. Leverage, as
measured by the ratio of Debt to EBITDA, will be moderate at or
below 3.0x.

Fitch projects that OE, JCPL and Penelec will continue to post
credit ratios that are consistent with Fitch's targets for their
respective rating categories. TE and CEI have below average credit
metrics relative to Fitch norms for a 'BB+' utility. However,
recent Fitch forecasts have improved relative to last year's
projections due to the impact of bonus depreciation on cash flows
as well as management's intent to realign the balance sheet
structure of its regulated entities through cash proceeds related
to asset sales and merger synergies.

Key rating drivers supporting the upgrade of TrAILCo and the
'BBB+' ATSI rating include:

   -- Low business risk of electric transmission operations;

   -- Favorable federal regulation, with above average equity
      returns: (ATSI: 12.38%, TrAIL line: 12.7%) and formulaic
      rate setting mechanisms that provide visible cost recovery;

   -- Stable and robust cash flows;

   -- Strong credit metrics and low debt leverage with EBITDA to
      interest at close to 7.0x and FFO interest coverage above
      6.0x at each company. Debt to EBITDA anticipated to be below
      3.0x;

   -- Low capex spending through 2013;

   -- No debt maturities through 2014;

   -- Completion of TrAIL project on time and on budget.

TrAILCo was formed in connection with the management and financing
of transmission expansion projects, including the TrAIL project,
and will build, own and operate the new transmission line. TrAIL
is a new 165-mile, 500 kV transmission line that will extend from
southwestern Pennsylvania through West Virginia to a point of
interconnection with Virginia Electric and Power Co. (Dominion) in
northern Virginia. Dominion will own the last 30-mile portion of
the line. TrAILCo will also build, own and operate other PJM-
directed transmission facilities designated by PJM for
construction. The TrAIL line went into service on May 19.

ATSI is a transmission-only utility, which owns, operates and
maintains transmission facilities formerly owned by FE's Ohio
based electric utilities in Ohio and western Pennsylvania. It owns
no generation and provides no retail utility service. ATSI
currently is a member of the Midwest Independent Transmission
System Operator, Inc. (Midwest ISO), but will withdraw from MISO
and integrate into the PJM Interconnection (PJM) effective June 1,
2011. In February 2011, ATSI and PJM filed with the FERC to
transfer ATSI's existing formula rate into the PJM Open Access
Transmission Tariff (OATT) and make operating agreement changes.

Fitch has upgraded these ratings:
MetEd

   -- Issuer Default Rating (IDR) to 'BBB' from 'BBB-';

   -- Senior Secured to 'A-' from 'BBB+';

   -- Senior Unsecured to 'BBB+' from 'BBB';

   -- Short-term IDR and commercial paper to 'F2' to 'F3'.

Mon Power

   -- IDR to 'BBB' from 'BBB-';

   -- Senior Secured Debt and Pollution Control Revenue Bonds to
      'A-' from 'BBB+';

   -- Senior Unsecured Pollution Control Revenue Bonds to 'BBB+'
      from 'BBB-'.

Potomac Ed

   -- IDR to 'BBB' from 'BBB-';

   -- Senior Secured Debt and Pollution Control Revenue Bonds to
      'A-' from 'BBB+';

   -- Senior Unsecured Debt to 'BBB+' from 'BBB-';

   -- Senior Unsecured Revolving Credit Facility to 'BBB+' from
      'BBB-'.

TrAILCo

   -- IDR to 'BBB+' from 'BBB-';

   -- Senior Unsecured Debt to 'A-' from 'BBB';

   -- Senior Unsecured Revolving Credit Facility to 'A-' from
      'BBB'.

West Penn Power

   -- IDR to 'BBB' from 'BBB-';

   -- Senior Secured Debt to 'A-' from 'BBB+';

   -- Senior Unsecured Debt to 'BBB+' from 'BBB-';

   -- Senior Unsecured Revolving Credit Facility to 'BBB+' from
      'BBB-'.

Beaver Valley II Funding Corp.

   -- Senior Secured Debt to 'BBB' from 'BBB-'.

Penelec

   -- Short-term IDR and Commercial Paper to 'F2' from 'F3'.

Fitch has assigned these ratings:
ATSI

   -- IDR at 'BBB+';

   -- Senior Unsecured Debt at 'A-';

   -- Short-term IDR at 'F2.

Mon Power, Potomac Ed, TrAILCo, West Penn Power, Penn Power, TE,
CEI

   -- Short-term IDR at 'F2'.

Fitch has affirmed these ratings:
OE

   -- IDR at 'BBB-';

   -- Senior Secured Debt at 'BBB+';

   -- Senior Unsecured Debt and Pollution Control Revenue Bonds at
      'BBB';

   -- Short-term IDR and Short-term Debt at 'F2'.

Penn Power

   -- IDR at 'BBB-';

   -- Senior Secured Debt at 'BBB+'.

TE

   -- IDR at 'BB+';

   -- Senior Secured Debt at 'BBB'.

CEI

   -- IDR at 'BB+';

   -- Senior Secured Debt at 'BBB';

   -- Senior Unsecured Debt and Pollution Control Revenue Bonds at
      'BBB-'.

JCP&L

   -- IDR at 'BBB';

   -- Senior Unsecured Debt at 'BBB+';

   -- Short-Term IDR and Commercial Paper at 'F2'.

Penelec

   -- IDR at 'BBB-';

   -- Senior Secured Debt at 'BBB+';

   -- Senior Unsecured Debt at 'BBB'.

BVPS II Funding Corp.

   -- Senior Secured Debt at 'BBB'.

Fitch has downgraded these ratings:
PNPP II Funding Corp.

   -- Senior Secured Debt to 'BBB-' from 'BBB'.


TOYS 'R' US': Fitch Affirms IDR at 'B'; Outlook Stable
------------------------------------------------------
Fitch has affirmed its issuer default ratings (IDR) of Toys 'R'
Us, Inc. (Toys) and its various subsidiary entities at 'B'. Some
of the ratings on specific securities have been changed to reflect
Fitch's revised recovery analysis.

Fitch has removed the Rating Watch Positive which had been put in
place in May 2010 when Toys first announced its intent to do an
initial public offering (IPO). The IPO registration is currently
active and should the company go ahead and complete the
contemplated $800 million transaction this year, leverage is
expected to improve modestly given the anticipated debt paydown.
However, based on Fitch's current projections, this in itself may
not warrant an upgrade as Toys may not be able to reduce leverage
to the low 5.0x range over the next 12 -- 24 months.

The ratings reflect Fitch's expectation that Toys' credit metrics
will remain relatively stable over the next 12 -- 24 months.
Adjusted debt/EBITDAR is expected to be in the range of 5.9 -- 6.1
times (x) and operating EBITDAR/gross interest expense plus rents
is expected to be in the range of 1.5 -- 1.6x. This contemplates
low single-digit comparable store sales and overall top line
growth and flat to modest improvement in gross margin. This could
be somewhat offset by the deleveraging of selling, general and
administrative expenses as Fitch expects expenses to be leveraged
on top line growth of 3% or more.

The ratings continue to reflect Toys' stable to improving share of
the domestic and global toy industry. The juvenile integration
strategy, increased penetration of private brands and e-commerce
growth should enable the company to sustain low single digit
comparable store sales growth and provide gross margin enhancement
opportunities. However, offsets include (1) the continued top line
weakness in its international segment (which accounts for
approximately 40% of revenue and profit) where comparable store
sales trends have been in the negative 3% range over the last
three years; (2) gross margin pressure on markdown of excessive
inventory which is expected through the first half of 2011, given
a weaker than expected 2010 holiday season, and (3) pricing
pressure on more commodity type products from discounters and
online retailers. In addition, increasing labor costs in China and
other input cost increases could pressure margins going forward
although Toys may be in a position to pass at least a portion of
these along to its customer.

Toys has strong liquidity with $1.0 billion of cash and cash
equivalents and $1.32 billion of availability under its various
revolvers as Jan. 29, 2011. Fitch expects Toys to generate free
cash flow of $200 million annually over the next three years.
However, free cash flow in 2011 could be stronger as a result of
working capital contribution relative to a significant use of cash
in 2010 both on timing related issues as well as excess inventory
at the end of the holiday season.

The company recently exercised its accordion feature under the
term loan facility, adding another $400 million in borrowings and
will use the proceeds, along with cash on hand, to repay the $500
million 7.625% HoldCo unsecured notes due in 8/2011. As a result,
the ratings for the latter have been withdrawn. Toys has
significant debt maturities in 2013, which includes $400 million
of unsecured notes at Toys 'R' Us, Inc. and over $900 million in
various European real estate facilities. Fitch expects Toys to
address these maturities through refinancing (which could include
exercising the remaining $300 million accordion feature under its
term loan facility) or paying down a portion using free cash flow.

The planned IPO's estimated size of around $800 million and
management's intent to use the proceeds (net of underwriting fees
as well as sponsor related termination fees) to repay debt have
not changed. Fitch expects net proceeds will be directed to redeem
a portion of the PropCo I and PropCo II notes under the equity
clawback feature (repayment of up to 35% of principal plus
premium) and the approximately $600 million in debt repayment
would reduce adjusted debt/EBITDAR by approximately 0.3 -- 0.4x.
While the paydown of this debt would be viewed as a positive, this
in itself may not be enough of a deleveraging event to warrant a
positive rating action. To consider an upgrade, Fitch would also
expect to see improvement in Toys operations that enables the
company to bring down leverage closer to 5x on a sustainable
basis.

Recovery considerations:

The ratings on the specific securities reflect Fitch's recovery
analysis using a going concern approach, and changes to certain
ratings reflect an updated recovery analysis. This analysis is
used to determine expected recoveries in a distressed scenario to
each of the company's debt issues and loans.

Below is a summary organizational structure for the purpose of the
recovery analysis:

Toys 'R' Us, Inc. (HoldCo)

(I) Toys 'R' Us -- Delaware, Inc. is a subsidiary of HoldCo

    (a) Toys 'R' Us -- Canada is a subsidiary of Toys 'R' Us -
        Delaware, Inc.

    (b) Toys 'R' Us Property Co. II, LLC is a subsidiary of Toys
        'R' Us -- Delaware, Inc.

(II) Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo

Consolidated stressed EBITDA:

Fitch has assumed a consolidated stressed EBITDA of $850 million
that reflects the sum of estimated interest expense of $650
million, assuming all the credit facilities are drawn to capacity,
and maintenance capital expenditures of $200 million. Fitch then
determines the enterprise value at each entity by applying an
appropriate multiple of that entity's stressed EBITDA.

In estimating the enterprise value (EV) for Toys for recovery
purposes, Fitch has utilized a going concern approach. TOY's debt
is at three types of entities -- (I) operating companies (OpCo),
(II) property companies (PropCo) and (III) the holding company
(Holdco).

I) OpCo Debt: At the OpCo levels -- Toys 'R' Us-Delaware, Inc.,
Toys 'R' Us Canada, and other international operating companies --
LTM EBITDA is stressed at 25%. Fitch has assigned a 5.5x multiple
to the stressed EBITDA, which is consistent with the low end of
the 10-year valuation for the public space and Fitch's average
distressed multiple across the retail portfolio. The stressed EV
is adjusted for 10% administrative claims.

(a) Toys 'R' Us Canada:
Toys has a $1.85 billion secured revolving credit facility with
Toys 'R' Us -- Delaware, Inc. as the lead borrower and this
contains a $200 million sub-facility in favor of Canadian
borrowers. Any assets of the Canadian borrower and its
subsidiaries secure only the Canadian liabilities. The $200
million sub-facility is more than adequately covered by the $445
million in calculated enterprise value based on a stressed EBITDA
of $81 million. Therefore, the fully recovered sub-facility is
reflected in the recovery of the consolidated $1.85 billion credit
facility.

The residual value is applied towards debt at the Toys 'R' Us --
Delaware, Inc.

(b) Toys 'R' Us-Delaware, Inc.
In allocating $2.1 billion of calculated stressed EV (which
includes the recovery on the Canadian sub-facility, approximately
$215 million in residual value from Canada and no residual value
from PropCo II) at Toys 'R' Us-Delaware, Inc. across the various
tranches of debt, Fitch ascribes a higher priority to the senior
secured credit facility due to its first lien tangible security
package over the term loans and 7.375% senior secured notes.

The $1.85 billion credit facility is secured by a first lien on
inventory and receivables of Toys -- Delaware and its domestic
subsidiaries and a second lien on intellectual property rights. In
allocating an appropriate recovery, Fitch has taken into
consideration the liquidation value of domestic inventory and
receivables assumed at seasonal peak (at end of the third quarter)
corresponding to peak borrowings of $1.725 billion ($1.85 billion
minus the $125 million in minimum excess availability).

Fitch assumes peak domestic inventory levels of $2.25 billion and
receivables of $120 million, and has applied a liquidation value
of 70% and 80%, respectively. This liquidation value of $1.5
billion is applied towards the secured revolver, in addition to
the approximate $200 million recovered on the Canadian sub-
facility. As a result, the facility is fully recovered and is
therefore rated 'BB/RR1'.

The remaining value of $375 million comprises (1) $160 million of
excess EV at the Toys 'R' Us Delaware level and (2) $215 million
in equity residual value from Canada. The $160 million is fully
applied towards the $1.1 billion Term B -- 1 and Term B -- 2 loans
and $350 million 7.375% senior secured notes, while the $215
million is applied across the capital structure (excluding the
fully recovered revolver).

This results in recovery prospects of 11 -- 30% for the term loans
and the secured notes, which are therefore rated 'B-/RR5'. The
Term B -- 1 and Term B -- 2 loans due 2016 and 2018 and the senior
secured notes due 2016 are secured by a first lien on intellectual
property rights and a second lien on accounts receivable and
inventory of Toys -- Delaware and its domestic subsidiaries.

The 8.75% debentures due 9/1/21 have poor recovery prospects and
are therefore rated 'CCC/RR6'.

(II) PropCo Debt: At the PropCo levels -- Toys 'R' Us Property Co.
I, LLC, Toys 'R' Us Property Co. II, LLC, and other international
PropCos -- LTM net operating income (NOI) is stressed at 15%. The
ratings on the PropCo notes reflect a distressed capitalization
rate of 12% applied to the NOI of the properties to determine a
going-concern valuation. The stressed rates reflect downtime and
capital costs that would need to be incurred to re-tenant the
space.

Applying these assumptions to the $725 million 8.50% senior
secured notes at PropCo II (on stressed NOI of $86 million) and
$950 million 10.75% senior unsecured notes at PropCo I (on
stressed NOI of $160 million) results in recovery well in excess
of 90%. Therefore, these facilities are rated 'BB/RR1'.

The PropCo I unsecured notes benefit from a negative pledge on 357
properties while the PropCo II notes are secured by 129
properties. PropCo I and PropCo II are set up as bankruptcy-remote
entities with a 20-year master lease covering all the properties,
which requires Toys Delaware to pay all costs and expenses related
to the ownership.

(III) Toys 'R' Us, Inc. -- Holdco debt: The $400 million 7.875%
unsecured notes due 4/15/2013 and the $400 million 7.375%
unsecured notes due 10/15/2018 benefit from the residual value of
approximately $370 million at PropCo I. There is no residual value
ascribed from Toys 'R' Us Delaware or other operating
subsidiaries. This results in average recovery prospects of 31 --
50% (after the paydown of the $500 million 7.625% due August 2011)
and the bonds are therefore rated 'B/RR4'.

Impact of IPO proceeds on issue ratings: Should Toys use net
proceeds from an IPO to redeem a portion of the PropCo I and
PropCo II notes, Fitch expects Term B -- 1, Term B -- 2 loans, the
7.375% senior secured notes and the Holdco notes to benefit from
an improved recovery. This could have a positive impact on some of
the issue ratings.

Fitch has taken these rating actions on Toys' entities and debt:

Toys 'R' Us, Inc. (HoldCo)

   -- IDR affirmed at 'B';

   -- Senior Unsecured Notes revised to 'B/RR4' from 'CC/RR6';

Toys 'R' Us -- Delaware, Inc. is a subsidiary of HoldCo

   -- IDR affirmed at 'B';

   -- Secured Revolver affirmed at 'BB/RR1';

   -- Secured Term Loan affirmed at 'B-/RR5';

   -- Senior Secured Notes affirmed at 'B-/RR5';

   -- Senior Unsecured Notes affirmed at 'CCC/RR6';

Toys 'R' Us Property Co. II, LLC is a subsidiary of Toys 'R' Us --
Delaware, Inc.

   -- IDR affirmed at 'B';

   -- Senior Secured Notes revised to'BB/RR1' from 'BB-/RR2';

Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo

   -- IDR affirmed at 'B';

   -- Senior Unsecured Notes affirmed at 'BB/RR1';

Toys 'R' Us Europe, LLC is a subsidiary of HoldCo

   -- IDR Withdrawn

   -- Secured Revolver Rating Withdrawn

The Rating Outlook is Stable.

Prior to the rating actions, the ratings were on Rating Watch
Positive.


TRAILER BRIDGE: Appoints S. Fernandez as Chief Financial Officer
----------------------------------------------------------------
Trailer Bridge, Inc., has appointed Scott W. Fernandez as Chief
Commercial Officer.  Mr. Fernandez will be responsible for the
Company's sales and marketing efforts effective immediately, and
be based out of the Company's headquarters in Jacksonville, FL.
He replaces Adam E. Gawrysh, Jr. who will leave the Company
effective May 27, 2011.

Mr. Fernandez joins Trailer Bridge after a 24-year tenure with
Horizon Lines LLC, where he most recently served as Vice
President, Eastern Region & Puerto Rico Sales.  In that capacity,
he had management responsibility for Horizon's core refrigerated
and dry liner business in 37 states and the Puerto Rico-based
sales teams, comprising a group of sales professionals that
accounted for approximately one-third of this company's annual
transportation revenues.

Scott Fernandez began his career in 1982 sailing as a Deck Officer
with Sun Oil Company.  He joined Sea-Land Service, Inc., in 1987
and advanced into several leadership positions in both operations
and sales.  In 1999, Mr. Fernandez broadened his experience with
sales and business development roles at supply chain solutions
firm BridgePoint, Inc., a technology subsidiary of CSX. He
returned to Horizon Lines LLC in 2001 as General Manager, Eastern
Region Sales. In 2006, he was promoted to Project Manager,
directing a company-wide process improvement initiative, followed
by a promotion in 2008 to Vice President Coastwise
Shipping/General Manager Eastern Region Sales.  In 2010, Mr.
Fernandez became Vice President, Eastern Region and Puerto Rico
Sales.  Mr. Fernandez holds a Bachelor of Science in Marine
Transportation from the State University of New York Maritime
College at Fort Schuyler and a Master of Business Administration
from Davis College of Business at Jacksonville University.

Ivy Suter, Trailer Bridge's Chief Executive Officer, said, "We are
excited to have Scott join the Trailer Bridge team.  His
experience and knowledge of the Puerto Rico and Dominican Republic
markets, as well as his skills in process management, will be
invaluable to Trailer Bridge.  Scott's appointment is a
continuation of our efforts to build an impressive group of
industry-savvy executives to grow Trailer Bridge's position in our
markets."

                        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.

At Dec. 31, 2010, the Company's balance sheet showed
$116.4 million in total assets, $116.7 million in total
liabilities, and a stockholders' deficit of $316,395.

*     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquiditysources to
satisfy these obligations absent a refinancing.

In the May 30, 2011, edition of the TCR, Standard & Poor's Ratings
Services placed its 'B-' long-term corporate credit rating on
Jacksonville, Fla.-based Trailer Bridge Inc. on CreditWatch with
negative implications.  The ratings on Trailer Bridge reflect its
weak liquidity, highly leveraged financial profile, concentrated
end-market demand, and participation in the capital-intensive and
competitive shipping industry.


TRIAD GUARANTY: Incurs $4.91 Million First Quarter Net Loss
-----------------------------------------------------------
Triad Guaranty Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $4.91 million on $37.29 million of net premiums written for the
three months ended March 31, 2011, compared with a net loss of
$27.81 million on $46.19 million of net premiums written for the
same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$964.01 million in total assets, $1.55 billion in total
liabilities, and a $593.74 million deficit in assets.

Ken Jones, President and CEO, said, "After three consecutive
quarters of profits, we reported a small loss during the 2011
first quarter.  Although we had a decrease in new defaults from
the fourth quarter of 2010, we did not receive as much benefit
from the positive development of our reserves during the quarter
compared to the fourth quarter of 2010.  Net settled claims
declined 23% and 26% compared to the fourth quarter of 2010 and
the first quarter of 2010, respectively.  We believe the drop in
our net settled claims is primarily related to loan servicers'
issues surrounding foreclosure policies and practices, including
in some cases, foreclosure moratoriums.  The drop in net settled
claims had little impact on our 2011 first quarter financial
results because we continue to reserve for a default until we
settle the default or receive definitive information from the
servicer that the default has cured."

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

                        http://is.gd/8Cc55a

                        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.

As reported by the TCR on March 23, 2011, 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.


TRIBUNE CO: Names Eddy Hartenstein as President and CEO
-------------------------------------------------------
Tribune Company announced on May 6, 2011 that its board of
directors has appointed Eddy Hartenstein as president and chief
executive officer, effective immediately.  He will be responsible
for overseeing all of the company's operations.  Mr. Hartenstein
has served as co-president of the company and a member of its
Executive Council since last October.

"The board feels strongly that it is in Tribune's best interests
to have one person providing strategic vision and day-to-day
direction for the company and its employees as we prepare to
emerge from the Chapter 11 process," said Sam Zell, Tribune's
Chairman.  "Eddy is a gifted executive -- he knows our
operations, understands how technology is changing the media
industry, and can help the company capitalize on those changes to
continue achieving meaningful financial results."

Mr. Hartenstein will continue to serve as publisher and chief
executive officer of Los Angeles Times Communications, LLC, a
position he has held since August, 2008.  He will be assisted in
these tasks by Kathy Thomson, appointed to the newly created
position of President and Chief Operating Officer of The Times.

"Tribune's unique mix of broadcasting, publishing and digital
assets, along with its forward-looking technology group,
positions the company well for success," said Mr. Hartenstein.
"I'm also being given the honor of overseeing tremendously
talented, experienced employees who, along with our assets and
the high quality of our news-gathering organizations, give us
important competitive advantages in the media industry."

The four-member Executive Council, which has exercised the
responsibilities of the Office of the Chief Executive and
President since October, 2010, has been dissolved.  Going
forward, the Council's other members will focus on their primary
responsibilities -- Don Liebentritt as Chief Restructuring
Officer, Nils Larsen as Chief Investment Officer and Chairman of
Tribune Broadcasting, and Tony Hunter as President, Publisher and
CEO of Chicago Tribune Company, with oversight responsibility for
Tribune's six mid-market newspapers.

"Don, Nils and Tony are extremely talented and it has been a
privilege to work closely with them on the Council," said Mr.
Hartenstein.  "I will be looking for additional ways to tap into
their abilities, experience and commitment to the company as we
move ahead."

TRIBUNE is one of the country's leading multimedia companies,
operating businesses in broadcasting, publishing, and
interactive. The company's broadcasting group operates 23
television stations, WGN America on national cable and Chicago's
WGN-AM.  In publishing, Tribune's leading daily newspapers
include the Los Angeles Times, Chicago Tribune, The Baltimore
Sun, Sun Sentinel (South Florida), Orlando Sentinel, Hartford
Courant, The Morning Call and Daily Press. Popular news and
information websites complement Tribune's print and broadcast
properties and extend the company's nationwide audience.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIUS THERAPEUTICS: Announces Pricing of $30 Million Financing
--------------------------------------------------------------
Trius Therapeutics, Inc., has entered into definitive agreements
with certain accredited investors in connection with a private
placement financing transaction pursuant to the registration
exemptions under the Securities Act of 1933, as amended.

Upon the closing of the transaction, Trius will receive gross
proceeds of $30,162,500 in exchange for the issuance to such
investors of 4,750,000 shares of Trius common stock and warrants
to purchase 1,662,500 shares of Trius common stock.  The warrants
will be exercisable for a period of five years commencing on
Nov. 27, 2011, at an exercise price of $8.50 per share.  The
closing of the transaction, which is subject to customary closing
conditions, is scheduled to occur on or about May 31, 2011.  Trius
intends to use the net proceeds of the transaction to fund the
continued clinical development of torezolid phosphate, and for
general corporate purposes.

Piper Jaffray & Co. served as sole lead placement agent and
Ladenburg Thalmann & Co. Inc. served as co-placement agent for the
transaction, and Citigroup Global Markets Inc. served as Trius'
financial advisor in connection with the transaction.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $41.16
million in total assets, $4.90 million in total liabilities, all
current, $238,000 in deferred revenue and $36.02 million in total
stockholders' equity.


TROPICANA ENT: Hearing on Adamar Dismissal Moved to June 30
-----------------------------------------------------------
The hearing with respect to the motion to dismiss the Chapter 11
cases of Adamar of NJ In Liquidation, LLC, f/k/a Adamar of New
Jersey, Inc. and Manchester Mall, Inc., originally scheduled for
May 18, 2011, has been adjourned to June 30, 2011, at 10:00 a.m.,
for the sole purpose of addressing noticing issues raised by the
U.S. Bankruptcy Court for the District of New Jersey.

The hearing adjournment does not serve to adjourn the May 11
deadline to object to the Motion to Dismiss.

Several parties have filed formal objections to the Court with
respect to the NJ Debtors' Motion to Dismiss.  They ask Judge
Wizmur to deny the dismissal request.

The Objecting Parties include:

    * Frederick Perrotta, Emily Perez, and Edwin Purcell;
    * Roberto Alicea;
    * Veronica Hughes;
    * Janet Manus a/k/a Janet Dobroski;
    * Michael Klimentos;
    * Cassandra McGrain;
    * Lucretia Hill; and
    * John Crabtree.

The Objectors, who are all personal injury claimants, generally
complained that the requested relief in the Motion to Dismiss is
"very unfair."

Among them, Paul R. Garelick, Esq., at Lombardi and Lombardi,
P.A., in Edison, New Jersey, counsel to the Perrotta parties,
argued that the dismissal request is "fundamentally unfair to
[the Perrotta parties] . . . since the Tropicana Casino and Hotel
has essentially moved its assets from one business (Tropicana
One) to a new business name (Tropicana Two) without ceasing
business operations at all."

The only party benefiting from the matter, Mr. Garelick
maintains, is Tropicana and it is the same business that was
being run both before bankruptcy and after bankruptcy
uninterrupted while collecting assets the entire time and
generally unsecured claimants, like Ms. Perez, Mr. Purcell and
Mr. Perrotta being injured in the Debtors' hotel and casino
business.

The Motion to Dismiss is an "improper reorganization method" in
order to avoid just debts that the Tropicana Casino should and
would otherwise face, Mr. Garelick contends, on behalf of the
Perrotta parties.

                 NJ Debtors Address Objections

The NJ Debtors assert that the objections to the Motion to
Dismiss have no merit and thus, ask the Court to overrule those
objections.  The NJ Debtors filed an omnibus reply to the Court
to address the objections of the Perrotta parties, Ms. McGrain,
Ms. Manus, Mr. Crabtree, and Ms. Hill, which remain unresolved as
of May 14, 2011.

The Objectors mistakenly assumed that the NJ Debtors are seeking
to discharge liability associated with the injuries they
allegedly incurred, Ilana Volkov, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, says.  "They
misunderstand that, as a general matter, a debt may be discharged
only through a plan of reorganization.  The NJ Debtors cannot and
do not intend to file a plan of reorganization and, therefore,
are not seeking to discharge their obligations."

Ms. Volkov further emphasizes that while the NJ Debtors are
emphatic to the Objectors, they simply have no assets to pay the
Objectors or any other general unsecured claims.  She adds that
from the outset of these cases, the NJ Debtors advised the Court
and all creditors that there would be no dividend to general
unsecured creditors.

Ms. Volkov notes that the parties who purchased the NJ Debtors'
assets did not assume liability for the claims of the Objectors
and any other general unsecured claims.  Pursuant to the parties'
Restated and Amended Purchase Agreement, the Purchasers are not
liable for, and will not pay any, general unsecured claims
against the NJ Debtors, she says.

Roberto Alicea, Veronica Hughes, Michael Klimentos, and John
Crabtree have withdrawn their objections.  The separate matters
of Mr. Klimentos and Ms. Hughes with the NJ Debtors have been
resolved.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Proposes Allocation Dispute Settlements
------------------------------------------------------
Tropicana entities identified as the Reorganized OpCo Debtors and
the Steering Committee of Lenders to the Tropicana entities
identified as the OpCo Debtors apprised Judge Kevin Carey of the
settlement agreements they negotiated separately with (i)
Kirkland & Ellis LLP, dated April 29, 2011, and (ii)
AlixPartners, LLP, dated May 2, 2011, for the resolution of
certain disputes related to the firms' final fee applications.

Since the Steering Committee and the LandCo Debtors filed
objections to the Final Fee Applications of certain
professionals, the Court has encouraged all parties to resolve
their disputes.

Although global settlement discussions have been unsuccessful to
date, the Settling Parties have engaged in discussions regarding
the Steering Committee's Fee Objection and have reached a
resolution of all related objections.  Nevertheless, the Settling
Parties recognize that the Bankruptcy Court is the final arbiter
of all issues related to the Final Fee Applications.

                        Settlement Terms

The principal provisions of the OpCo parties' settlement
agreements with Kirkland & Ellis and AlixPartners are:

    * The Reorganized OpCo Debtors and the Steering Committee
      will withdraw with prejudice any and all objections,
      whether set forth in the Steering Committee Fee Objection
      or otherwise, to the applicable firm's request for payment
      of fees and reimbursement of expenses in the OpCo Debtors'
      Chapter 11 cases.

    * Neither the Reorganized OpCo Debtors nor the Steering
      Committee will seek the disgorgement, refund or repayment
      of any OpCo Payments from Kirkland & Ellis and
      AlixPartners.  However, in the event the Court orders
      (i) the firms to disgorge, refund, or pay to the LandCo
      Debtors any of the firms' fees and expenses that the Court
      determines to be allocable to the LandCo Debtors that were
      paid by the OpCo Debtors, the Reorganized OpCo Debtors
      retain any and all of their rights to seek recovery of
      those fees and expenses; and (ii) the LandCo Debtors to
      pay any of the applicable firms' fees and expenses, to the
      extent the firms receive payment from the LandCo Debtors,
      they will reimburse the Reorganized OpCo Debtors an equal
      amount of fees and expenses previously paid by the OpCo
      Debtors that were allocable to the LandCo Debtors.

    * Kirkland & Ellis and AlixPartners will not voluntarily
      disgorge, refund, or pay to the LandCo Debtors any of
      their fees and expenses that the Court determines to be
      allocable to the LandCo Debtors that were paid by the OpCo
      Debtors, whether by compromise, settlement, Court order,
      or otherwise.

    * The applicable firms will waive and not seek payment from
      the Reorganized OpCo Debtors or the Steering Committee of
      any fees and expenses incurred in defending against the
      Fee Objections.

    * Kirkland & Ellis will waive payment from the Reorganized
      OpCo Debtors and the Steering Committee for certain unpaid
      post-emergence fees and expenses.

    * Kirkland & Ellis and AlixPartners will not seek
      reimbursement from the Reorganized OpCo Debtors or the
      Steering Committee for disgorged or refunded fees and
      expenses, if any, that the firms pay in connection with
      the resolution of the LandCo Fee Objection.

      Kirkland and AlixPartners (i) will not compromise the
      LandCo Fee Objection without the prior written consent of
      the Reorganized OpCo Debtors and the Steering Committee,
      and (ii) in the event the Reorganized OpCo Debtors and the
      LandCo Debtors agree to a settlement of the fee issues,
      the applicable firms will not unreasonably withhold their
      consent to settlement, provided that the settlement does
      not require the firms to disgorge, pay or refund any of
      the fees sought in their Final Fee Applications.

    * To the extent the Court finds that Reorganized OpCo
      Debtors' allocated portions of the aggregate fees and
      expenses due to Kirkland and AlixPartners are less than
      the applicable OpCo Payments, the Reorganized OpCo
      Debtors' sole remedy will be to seek reimbursement from
      the LandCo Debtors for any previously paid over-allocated
      amounts; and to facilitate that reimbursement, Kirkland &
      Ellis and ALixPartners will assign and transfer to the
      Reorganized OpCo Debtors any and all allowed professional
      fee awards and expense reimbursement claims, if any, that
      they may have against the LandCo Debtors for payment of
      the fees and expenses contained in the LandCo Final Fee
      Applications.

Copies of the Kirkland & Ellis and AlixPartners settlement
agreements is available for free at:

http://bankrupt.com/misc/Tropi_KirklandOpCoFeeSettle042911.pdf
http://bankrupt.com/misc/Tropi_AlixPOpCoFeeSettle050211.pdf

Accordingly, the Reorganized OpCo Debtors ask the Court to
approve their Settlement Agreements with Kirkland & Ellis and
AlixPartners.

Kirkland & Ellis and AlixPartners issued statements, opposing any
and all allegations of wrongdoing that the Steering Committee has
made against them.  Nonetheless, as evidenced by the Settlement
Agreements, the firms believe that a negotiated compromise with
the OpCo parties is the most efficient and cost-effective
resolution of the issues between them.  Accordingly, Kirkland &
Ellis and AlixPartners support the relief requested in the
Settlement Motions.

           LandCo Parties Seek Protection Provisions

The Liquidating LandCo Debtors and Tropicana Las Vegas, Inc. --
LandCo Parties -- assert that orders approving the Settlement
Motions should include language protecting their rights.

The LandCo Parties clarify that they have no interest in, and
therefore have no objection to, a settlement of fee claims made
by Kirkland & Ellis and AlixPartners against the OpCo estates.

However, the LandCo Parties are keenly interested in issues with
respect to the allocation of allowed fees among the LandCo and
OpCo estates and in any claim the Reorganized OpCo Debtors may
have or assert against the LandCo Parties for fees allegedly paid
during pendency of the Tropicana bankruptcy cases, M. Blake
Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates.

Although the Settlement Motions specifically provide that the
reliefs requested do not prejudice the rights of any party-in-
interest to the Fee Objections, there are aspects of the proposed
Settlement Agreements that do have the potential to impact and
prejudice the LandCo Parties, Mr. Cleary tells Judge Carey.

The Kirkland & Ellis and AlixPartners Settlement Agreements
recite that the OpCo Debtors made all fee payments to the
applicable professionals during the pendency of the bankruptcy
cases.  The Reorganized OpCo Debtors, however, submitted no
evidence to support that assertion, Mr. Cleary points out.  In
approving the Settlement Agreements, the Court should not be seen
as making a finding to that effect, he says.

On behalf of the LandCo parties, Mr. Cleary asserts that:

    * The issue of allocation remains in dispute and under
      submission, and the Court should not be seen as making any
      determination regarding allocation in approving the
      Settlement Agreements.

    * The assignment provisions in the Settlement Agreements
      violate Section 504 of the Bankruptcy Code.  He notes that
      the Settlement Agreements provide for each of Kirkland &
      Ellis and AlixPartners to assign to the Reorganized OpCo
      Debtors "any and all allowed professional fee award and
      expense reimbursement claims, if any, that it may have
      against the LandCo Debtors for payment of the fees and
      expenses contained in the LandCo Final Fee Application."

    * The Reorganized OpCo Debtors cannot be permitted to obtain
      indirectly, through an illegal assignment of claims, which
      they cannot receive directly through their alleged and
      pending claim against the LandCo Parties.  An assignment
      is not necessary to accomplish that which is already
      sought via the pending administrative claim.

      Notwithstanding the assertion that the Settlements will
      not prejudice the rights of the LandCo Debtors, Mr. Cleary
      notes that the assignments "appear specifically intended
      to enhance the alleged rights of the Reorganized OpCo
      Debtors vis-a-vis [the LandCo Parties]," as the Settlement
      Agreements provide that an assignment allegedly will give
      rise to claims "in addition to the Reorganized OpCo
      Debtors' rights to assert a direct claim against the
      LandCo Debtors on account of the OpCo Debtors' advancement
      of funds on behalf of the LandCo Debtors as payment of the
      share of [Kirkland's/AlixPartners'] fees and expenses
      allocable to the LandCo Debtors."

Mr. Cleary further notes that the proposed orders submitted
together with the Settlement Motions did not include a broad
reservation of rights for the Court to reconsider all issues
related to the professional fees following determination of the
allocation or the reasonableness issues with respect to all
professionals, as directed by the Court during a May 11, 2011
hearing on allocation.

To ensure that approval of the proposed Settlements does not
prejudice the rights that the LandCo Debtors currently have with
respect to the allocation of fees and the pending administrative
claim, the LandCo Parties ask that any order approving the
compromises contain specific language to confirm that, as stated
in the Settlement Motions, there will be no prejudice whatsoever
to the LandCo Parties from the relief that is granted.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: C. Seitz Named Mediator in Suit vs. Yung
-------------------------------------------------------
Atty. Collins J. Seitz, Jr. has been appointed as mediator
effective as of May 13, 2011, to assist in resolving two major
disputes in the cases of the Tropicana Delaware Debtors.

The disputes refer to:

  (1) The adversary complaint initiated by Lightsway Litigation
      Services, LLC, as trustee of the Tropicana Litigation
      Trust, against William J. Yung, III, and his related
      entities; and

  (2) Columbia Sussex Corporation's and Wimar Tahoe
      Corporation's motions for the allowance of administrative
      and priority claims in the Tropicana Delaware Debtors'
      cases.

Parties to the mediation are Columbia Sussex, Wimar Tahoe, Mr.
Yung, the OpCo Debtors, the LandCo Debtors, and Lightsway.

The mediation conference is set to occur at a time and place
designated by the Mediator, but no later than July 16, 2011.

At least one principal of each of the Mediation Parties, with
authority to make a decision binding upon the applicable entity,
must be present at each session of the Mediation, unless the
Mediator directs otherwise.

The Mediator may conduct the Mediation as he sees fit.  The
Mediator may establish rules of the Mediation, and consider and
take appropriate action with respect to any matter he deems
appropriate in order to conduct the Mediation.

All discussions among the Mediation Parties relating to the
Mediation; all mediation statements and any other documents or
information provided to the Mediator or the Mediation Parties in
the course of the Mediation; and all correspondence, draft
resolution, offers, and counteroffers produced for or as a result
of the Mediation will be strictly confidential.  The Mediator
will not share with any Mediation Party any other Mediation
Party's mediation statement.

                      Discoveries Stayed

To facilitate the Mediation, all discovery related to Columbia
Sussex's and Wimar Tahoe's asserted Administrative Claims are
stayed until further Court order.

All discovery in the Lightsway Litigation are also stayed until
the Court renders its decision on the Motion to Dismiss the First
Amended Complaint filed by Mr. Yung, Columbia Sussex, and Wimar
Tahoe, or until further order of the Court.

                        Mediator's Fees

The Mediator will not be required to file a fee application or
other pleading with the Court.  No order will be required to
authorize payment of the Mediator's fees and expenses.

The fees and expenses of the Mediator, including those by any
professionals assisting the Mediator in connection with the
Mediation, will be paid within 14 days after the submission of an
invoice to the Mediation Parties and will be allocated as (i) 25%
by Columbia Sussex, Wimar Tahoe, and Mr. Yung; (ii) 40% by
Lightsway; (iii) 17.5% by the OpCo Debtors; and (iv) 17.5% by the
LandCo Debtors.

           Lightsway to Respond to Defendants' Motion
            to Dismiss after Conclusion of Mediation

Notwithstanding the Court's prior order regarding the deadline by
which Lightsway must respond to the Defendants' Motion to Dismiss
the First Amended Complaint, parties to the Lightsway Litigation
have stipulated that Lightsway will have 14 days after the
conclusion of the Mediation to respond to the Motion to Dismiss.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNITED COMMUNICATIONS: Posts $394,000 First Quarter Net Loss
------------------------------------------------------------
United Communications Partners Inc. (formerly known as Bark Group
Inc.) filed its quarterly report on Form 10-Q, reporting a net
loss of $394,000 on $3.8 million of revenues for the three months
ended March 31, 2011, compared with a net loss of $302,000 on no
revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed
$12.9 million in total assets, $10.7 million in total liabilities,
and stockholders' equity of $2.2 million.

Marcum LLP, in New York, expressed substantial doubt about United
Communications Partners' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that at Dec. 31, 2010, the Company has not achieved a
sufficient level of revenues to support its business and has
suffered recurring losses from operations.

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

                       http://is.gd/3clycF

Based in Stockholm, Sweden, United Communications Partners Inc.
(OTC QB: UCPA) -- http://www.ucpworld.com/-- is a pioneering U.S.
communications company aiming to create a network of multiplatform
media and advertising houses by acquiring profitable and
innovative media and advertising companies in order to rapidly
expand its presence in the U.S. and Europe.

The holding company currently conducts its operations through its
wholly owned subsidiary Tre Kronor Media AB, which was acquired on
May 4, 2010, and Abrego Spain SL, which was established in
November 2010.

Up until Sept. 8, 2010, UCP owned Bark Corporation A/S.  Bark
Corporation was a Danish holding company that conducted its
operations through its wholly owned subsidiaries Bark Advertising
A/S, and Bark Property ApS.

On Aug. 31, 2010, the Danish companies were not in possession of
sufficient cash to continue its operations.  Thus, the Company's
management decided to cease its Danish operations.  On Sept. 8,
2010, management in the Danish companies filed for closing of all
operations in Denmark, with the Danish court in Copenhagen.  As a
consequence of filing of bankruptcy and control of the Danish
subsidiaries being accepted by the court effective Sept. 8, 2010,
the Company has deconsolidated the Danish subsidiaries.  The
operations of the Company's Danish subsidiaries have been
reclassified as discontinued operations in the Company's condensed
consolidated financial statements since Sept 8, 2010.


UNITED GILSONITE: Asks for Court's Nod to Tap Lenahan & Dempsey
---------------------------------------------------------------
United Gilsonite Laboratories asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to retain
Lenahan & Dempsey, P.C., as a professional in the ordinary course
of the Debtor's business, effective nunc pro tunc to the Petition
Date.

The services to be provided to the Debtor are: legal services for
personnel issues; for contract preparation and review; and for
corporate meetings, structuring and shareholder issues.

The Debtor proposes to pay Lenahan & Dempsey 100% of its fees and
expenses upon submission to, and approval of, the Debtor of an
appropriate monthly invoice setting forth in reasonable detail the
nature of the services provided, with time recorded in one-tenth
of an hour increments, and describing the expenses incurred,
provided that such fees do not exceed the monthly fee cap.
Lenahan & Dempsey will be capped at fees of $1,800 per month.

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011.
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


UNITED RENTAL: Fitch Affirms Issuer Default Rating at 'B+'
----------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of United Rentals (North America) Inc. (URNA) at 'B+' and
affirmed the long-term IDR of its parent company, United Rentals
Inc. (URI), at 'B'. All debt level ratings have all been affirmed.
Approximately $2.8 billion of debt is affected by these rating
actions. The Rating Outlook is Stable.

The rating affirmation reflects URI's ability to maintain
sufficient cash flow, a stable liquidity profile, and access to
the capital markets during 2010 despite the continued weakness in
rental rates and a slow commercial construction recovery. While
the company's overall profitability remained weak over the past
year, the revenue decline was partially offset by a reduction in
the scale of operations and the size of the rental equipment
portfolio, as well as significant cost cutting measures which have
included fleet transfers and reductions in branch network and
employee headcount. Additionally URI has significant flexibility
in its capital investment requirements to reduce expenditures and
improve free cash flow, generating an EBITDA of $649 million for
fiscal year 2010.

Fitch does not anticipate any near-term liquidity pressures to
arise as debt amortization payments are manageable, at $221
million in 2011, and the bulk of the company's debt maturities
extend beyond 2012. Additionally, Fitch views the company's
ability to access the capital markets during 2010 positively,
including the $750 million in senior subordinated notes. Proceeds
of the debt issuance were used to redeem/repurchase existing
senior subordinated debt as well as for general corporate
purposes.

The Stable Outlook reflects the expectation that rental rates will
stabilize in 2011 and relatively strong used equipment pricing
will benefit 2011 revenue. Fitch expects profitability to remain
challenged given the slow pace of the current economic
environment, but expects improvements in lease contract volume
during 2011 to benefit earnings in 2012 and 2013.

Negative rating momentum could result from a reversal of the
upward trend in rental rates and time utilization, margin
pressure, an inability to access the capital markets, and/or
liquidity constraints resulting from an inability to renew funding
facilities or generate sufficient cash flow to repay debt, due to
the need to refresh an aging fleet. While Fitch believes that
positive rating momentum will be limited over the near term,
longer-term momentum could result from improvement in net income,
an ability to reduce the age of the rental fleet, reductions to
leverage, enhanced funding flexibility, and the maintenance of
solid liquidity.

The notching of the parent company's (URI) IDR below that of URNA
reflects that the vast majority of the assets are at the operating
company level and are therefore unavailable for the repayment of
holding company notes. Consequently, debt recovery prospects will
generally be better at URNA compared to that at the parent. The
relative notching of the debt ratings reflect the respective
collateral coverage available for each instrument under a stress
scenario. The notching of the secured debt above the IDR with a
Recovery Rating of 'RR1' implies 'outstanding' recovery prospects,
given its priority claim on collateral. The equalization of the
unsecured notes and the IDR with a Recovery Rating of 'RR4'
implies 'average' recovery prospects, while the notching of the
subordinated notes below the IDR with a Recovery Rating of 'RR6'
implies 'poor' recovery prospects.

Fitch has affirmed these ratings with a Stable Outlook:

United Rentals, Inc (URI)

   -- Long-term IDR at 'B'.

United Rentals (North America), Inc. (URNA)

   -- Long-term IDR at 'B+';

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

   -- Senior unsecured debt at 'B+/RR4'.

   -- Subordinated debt at 'B/RR6'.


UNITED STATES OIL: Posts $534,900 Net Loss in First Quarter
-----------------------------------------------------------
United States Oil and Gas Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $534,885 on $7.1 million of sales
for the three months ended March 31, 2011, compared with a net
loss of $638,876 on $5.4 million of sales for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $7.0 million
in total assets, $7.3 million in total liabilities, and a
stockholders' deficit of $324,067.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.

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

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.


VALENCE TECHNOLOGY: Posts $12.7 Million Net Loss in Fiscal 2011
---------------------------------------------------------------
Valence Technology, Inc., filed on May 26, 2011, its annual report
on Form 10-K for the fiscal year ended March 31, 2011.

PMB Helin Donovan, LLP, in Austin, Texas, expressed substantial
doubt about Valence Technology's ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring losses from operations, negative cash flows from
operations and net stockholders' capital deficiency.

The Company reported a net loss of $12.7 million on $45.9 million
of revenue for fiscal year 2011, compared with a net loss of
$23.0 million on $16.1 million of revenue for fiscal year 2010.

The Company's balance sheet at March 31, 2011, showed
$36.0 million in total assets, $91.2 million in total liabilities,
$8.6 million in redeemable convertible preferred stock, and a
stockholders' deficit of $63.8 million.

A copy of the Form 10-K is available at http://is.gd/lUWY6O

Austin, Tex.-based Valence Technology, Inc. (NASDAQ: VLNC)
-- http://www.valence.com/-- develops, manufactures and sells
advanced, high-energy power systems utilizing its proprietary
phosphate-based lithium-ion technology for diverse applications,
with special emphasis on fleet hybrid and electric vehicles,
portable appliances and other industry and consumer applications.


VAN HUNTER: Plan Outline Hearing Set for July 11
------------------------------------------------
Judge Brenda T. Rhoades will consider the adequacy of the
disclosure statement explaining Van Hunter Development, Ltd.'s
plan of reorganization on July 11, 2011, at 10:30 a.m.

The Plan dated May 13, 2011, contemplates that Gary Evans, the
principal of one of the Debtor's partners, will be contributing
sufficient capital to pay off all of the Debtor's debt obligations
to its various secured creditors, unsecured creditors and the
taxing authorities in full.  The Debtor has one unencumbered lot,
which will be returned to Compass Bank in return for a credit as
set forth in the Plan.

The Debtor owned 31 lots of residential real property located in
Flower Mound, Texas, in a subdivision called The Enclave at
Chateau Du Lac.  The Debtor has two separate secured lenders,
Frost National Bank and Compass Bank, both of which have liens on
separate lots.

A full-text copy of the Disclosure Statement is available at:

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

Dallas, Texas-based Van Hunter Development, Ltd, filed for
Chapter 11 (Bankr. E.D. Texas Case No. 10-40052) on Jan. 4,
2010.  Singer & Levick, P.C., in Addison, Texas, serve as general
bankruptcy counsel.  In its schedules, the Debtor disclosed
$16,378,784 in assets and $15,294,367 in liabilities as of the
petition date.


VENTO FAMILY: Court OKs Kaemper Crowell for State Court Action
--------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada authorized Vento Family Trust to employ Kaemper
Crowell Renshaw Gronauer & Fiorentino as special counsel to pursue
a state court action to liquidate an amount that is owed to the
Debtor subject to counterclaims being asserted on behalf of the
defendant in a state court action.

The Debtor agrees a success fee of 30% of any property tax savings
recovered before or at the Clark County Board of Equalization
level.

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

Based in Henderson, Nevada, Vento Family Trust filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 10-33909) on
Dec. 27, 2010.  Judge Mike K. Nakagawa presides over the case.
Timothy S. Cory, Esq., at Tinoth S. Cory & Associates, represents
the Debtor.  The Debtor estimated both assets and debts of between
$10 million and $50 million.


VERLO MATTRESS: Seeks Receivership; Marcus May Buy Firm
-------------------------------------------------------
Doris Hajewski at the Journal Sentinel reports that a Milwaukee
franchise group of Verlo Mattress Factory Stores filed for
protection from creditors in Milwaukee County Circuit Court on
May 10, 2011.

The receivership filing by Verlo Mattress Factory and Outlets of
Greater Milwaukee Inc. includes the six-store operation owned by
Greg Gardetto and business partner Mike Murphy, according to the
Journal Sentinel.  The stores are in Brookfield, Glendale,
Greenfield, Kenosha, Menomonee Falls and Racine.

Journal Sentinel says that Marcus Investments, an investment firm
owned by the Marcus family, hopes to buy the franchise group's
operation and operate those stores, said Chris Nolte, vice
president.  If the court approves the sale, the stores would
continue as Verlo franchises, Mr. Nolte added.

Journal Sentinel notes that the petition for appointment of a
receiver listed the book value of the Milwaukee franchise group at
$2 million, with liabilities of $1.7 million.

Verlo franchisees operate more than three dozen stores in seven
states, including 26 locations in Wisconsin, according to its
website.  The parent company, VyMac Corp., is based in Fort
Atkinson.


VINCENT'S CLAM: 2nd Cir. Rules on Use of Restaurant Trademark
-------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit affirmed the
district court's ruling in a trademark-infringement suit over the
use of the name "The Original Vincent's Clam Bar Established
1904."

In 1904, members of the Siano family opened the restaurant
Vincent's Clam Bar at 119 Mott Street in Little Italy, New York.
The Sianos owned and operated the Mott Street Restaurant until
1979, when they sold the restaurant, along with the use of the
name "Vincent's Clam Bar" and the reputation and good will
associated with it, to Andrew DeLillo.  Prior to 1985, Mr. DeLillo
opened additional restaurants outside of Manhattan under the name
Vincent's Clam Bar including a restaurant located in Carle Place,
Long Island -- Carle Place Restaurant.

In 1985, the Mott Street Restaurant filed for Chapter 11
bankruptcy.  In a bankruptcy sale, Mr. DeLillo sold the Mott
Street Restaurant to a group of purchasers including Vincent's of
Mott Street, Inc., and Vincent Generoso.  The sale was governed by
the terms of a bankruptcy court-approved stipulation entered into
by Mr. DeLillo and Mr. Generoso.  Mr. Generoso agreed that they
"shall use and operate [the Mott Street Restaurant] under the
names VINCENT'S CLAM BAR, VINCENT'S CLAM BAR OF MOTT AND HESTER
STREETS, and/or MOTT AND HESTER RESTAURANT".  His group also
agreed not to represent that they are affiliated or connected with
any "other business" known by either the Vincent's Marks or
"facsimiles thereof."  Finally, Mr. Generoso agreed and
acknowledged that Andrew DeLillo was the sole owner of the
Vincent's Marks and that he retained the sole and exclusive right
to use the marks.

Mr. Generoso began using the name "The Original Vincent's Clam
Bar" shortly after taking over the Mott Street Restaurant in 1985,
with "Established 1904" and "From Little Italy" written next to
the name in smaller print.  By 1989, Mr. Generoso had dropped the
reference to "clam bar" and had begun to identify the Mott Street
Restaurant as "The Original Vincent's Established 1904".

Meanwhile, Quadami, Inc., purchased the Carle Place Restaurant
from Mr. DeLillo in 1983 and the rights to the "Vincent's Clam
Bar" name from Mr. DeLillo in 1992.  Through a purchase agreement
and assignment of trademark, Mr. DeLillo sold to Quadami all
rights, title, interests and claims in the "Vincent's Clam Bar"
and "Vincent's Clam Bar of Mott and Hester Streets" names and "any
all [sic] variations thereto and derivatives thereof," including
"all trademarks, names, service marks" and the good will
associated with the names.  Additionally, as Mr. DeLillo's
successor-in-interest, Quadami became subject to the terms of the
Stipulation.  At an unspecified point, but no later than February
1993, Quadami began using the name "The Original Vincent's
Established 1904" at the Carle Place Restaurant.

On Feb. 11, 1993, Quadami filed an application with the United
States Patent and Trademark Office to register for restaurant
services the marks THE ORIGINAL VINCENT'S ESTABLISHED 1904 and
VINCENT'S CLAM BAR.  Mr. Generoso opposed Quadami's application,
and in 2002 the Trademark Trial and Appeal Board denied Quadami's
application.

On July 31, 2001, before the Trademark Board issued its decision,
Mr. Generoso filed an application with the PTO to register the
service marks THE ORIGINAL VINCENT'S ESTABLISHED 1904 and
VINCENT'S SINCE 1904 for restaurant services.  Mr. Generoso did
not submit the Stipulation to the PTO, nor did he disclose the
ongoing PTO litigation regarding Quadami's attempted registration
of similar marks.  The PTO granted Mr. Generoso's application on
February 8, 2005.

Mr. Generoso alleges that the Carle Place Restaurant now uses the
name "The Original Vincent's Clam Bar Established 1904."  Based on
their registration of the Original Vincent's Mark, Mr. Generoso
initiated a suit, raising, among other things, federal and state
trademark-infringement claims.  Both sides moved for summary
judgment, which the district court granted to Quadami in full.
The court also ordered the PTO to cancel the registration of Mr.
Generoso's two service marks.  On Mr. Generoso's motion for
reconsideration, the district court entered a July 6, 2010 order
withdrawing a single footnote from its original memorandum and
order.  The court denied Mr. Generoso's motion in all other
respects.

The Second Circuit agrees, holding, among others, that the
Stipulation governs the rights of the parties with regard to the
names used for their respective restaurants.  By its plain
language, the Stipulation requires Generoso et al. to use one of
the three Vincent's Marks and precludes Generoso et al. from
claiming affiliation with other restaurants using either any of
the three Vincent's Marks or "facsimiles thereof."  Furthermore,
it provides that Mr. DeLillo or his successors-in-interest, solely
own the Vincent's Marks. Thus, under the Stipulation, Quadami owns
the Vincent's Marks, and Generoso et al. have the unlicensed right
(and obligation) to use them.

A copy of the Second Circuit's May 24, 2011 Summary Order is
available at http://is.gd/F837Vcfrom Leagle.com.

The appellate case is VINCENT'S OF MOTT STREET, INC., VINCENT
GENEROSO, Plaintiffs-Counter-Defendants-Appellants, v. QUADAMI,
INC., Defendant-Counter-Claimant-Appellee, No. 10-3154-cv (2nd
Cir.).  The Second Circuit panel consists of Circuit Judges
Richard C. Wesley, Gerard E. Lynch, and Denny Chin.

Generoso et al. are represented by:

          Richard J. Magid, Esq.
          WHITEFORD, TAYLOR & PRESTON, LLP
          Seven Saint Paul Street
          Baltimore, MD 21202-1636
          Tel: 410-347-8716
          Fax: 410-223-3496
          E-mail: rmagid@wtplaw.com

               - and -

          Jean Marie Graziano, Esq.
          LAW OFFICE OF JEAN MARIE GRAZIANO
          8212 3rd Avenue
          Brooklyn, NY 11209-4442

Quadami is represented by:

          Charles Palella, Esq.
          KURZMAN KARELSEN & FRANK, LLP
          230 Park Avenue, 23rd Floor
          New York, NY 10169
          Tel: (212) 867-9500
          Fax: (212) 599-1759
          Tel: administrator@kurzman.com


VYCOR MEDICAL: Posts $828,600 Net Loss in First Quarter
-------------------------------------------------------
Vycor Medical, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $828,629 on $145,122 of revenue for the
three months ended March 31, 2011, compared with a net loss of
$376,001 on $64,285 of revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed $1.7 million
in total assets, $2.7 million in total liabilities, and a
stockholders' deficit of $1.0 million.

As reported in the TCR on April 11, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about Vycor
Medical's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred a loss since inception, has a net accumulated
deficit and may be unable to raise further equity.

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

                       http://is.gd/iu1xhW

Boca Raton, Fla.-based Vycor Medical, Inc., operates two distinct
business units -- Vycor Medical Inc. and NovaVision, Inc.  Vycor
Medical is a medical device company that designs, develops and
markets medical devices for use in neurosurgery.  NovaVision
develops non-invasive, computer-based visual neuro-stimulation
therapy called VRT for those suffering from vision loss resulting
from neurological trauma.


WASHINGTON MUTUAL: JPMorgan to Pay for BKK-Related Liabilities
--------------------------------------------------------------
Judge Mary Walrath granted Washington Mutual, Inc. and WMI
Investment Corp to enter into a claims settlement agreement, as
modified, with JPMorgan Chase, N.A., California Department of
Toxic Substances Control, the BKK Joint Defense Group and certain
of the group's individual members.

The parties' settlement relate to (i) BKK Group's proofs of claim
that assert WaMu Inc.'s liability in relation to a 583-acre waste
landfill facility in West Covina, California, and (ii) DTSC's 2004
remedial order with respect to the West Covina Landfill to 51
entities that include BKK Corp. and Washington Mutual Bank, as
successor to Home Savings of America FSB and an affiliate of WaMu
Inc.

The parties seek to resolve any objections DTSC and the BKK Group
might have to the approval of the global settlement agreement
among the Debtors, JPMorgan, the Federal Deposit Insurance
Corporation and the Official Committee of Unsecured Creditors,
which remains subject to approval by the Bankruptcy Court.

The salient terms of the BKK Settlement are:

   * JPMorgan will fund the payment of all liability of the WaMu
     Entities for response costs related to the Covina Landfill in
     excess of applicable insurance; provided that with respect to
     WMI Rainier LLC, JPMorgan's liability will be limited to
     $1,490,000.

   * WaMu Inc. will pay on behalf of WMI Rainier to JPMorgan
     $1,490,000 through a reduction of the amounts JPMorgan is
     obligated to pay or transfer to the Debtors.

   * In return, the BKK Claimants agree not to oppose confirmation
     of the Debtors' Plan and will withdraw any objections they
     may have to the Plan.  They will also take no action to
     prosecute or seek estimation of the BKK proofs of claim.

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

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

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York City and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WATERFORD HOTEL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Waterford Hotel, Inc.
        4350 Pontiac Lake Road
        Waterford, MI 48328

Bankruptcy Case No.: 11-54788

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Jamal Kalabat, president.


WENDELL P BAUGH: Tenn. Supreme Court Rules on Contract Dispute
--------------------------------------------------------------
The appeal, Wendell P. Baugh, III, et al., v. Herman Novak, et
al., No. M2008-02438-SC-R11-CV (Tenn. Sup. Ct.), raises the issue
of whether a contract for the sale of an interest in a corporation
and related indemnity agreements are unenforceable because they
are contrary to public policy.  The sellers of the corporate
interest filed suit against the purchasers in the Chancery Court
for Williamson County seeking damages for the purchasers' alleged
breach of their indemnity agreement.  The purchasers
counterclaimed asserting, among other things, that the sellers had
fraudulently induced them to purchase the interest in the
corporation.  Following a bench trial, the trial court awarded a
$201,715.50 judgment to the sellers and dismissed the purchasers'
counterclaim.  On appeal, the Court of Appeals, on its own motion,
invalidated the stock purchase agreement and the related indemnity
agreements on the ground that they were contrary to the public
policy reflected in Tenn. Code Ann. Sec. 48-16-208 (2002).  Baugh
v. Novak, No. M2008-02438-COA-R3-CV, 2009 WL 2474714 (Tenn. Ct.
App. Aug. 13, 2009).

In an opinion dated May 20, 2011, the State Supreme Court held
that the Court of Appeals erred by reversing the trial court's
order granting a $201,715.50 judgment in favor of the Baughs based
on their breach of contract claim against the Novaks.  The High
court also held the trial court did not err by rejecting the
Novaks' fraudulent inducement counterclaim against the Baughs.
Accordingly, the High court reversed the judgment of the Court of
Appeals and reinstated the judgment of the trial court.  It also
tax the costs of the appeal to Herman Novak and Faith Novak,
jointly and severally, for which execution, if necessary, may
issue.

Justice William C. Koch, Jr., delivered the opinion, in which
Chief Justice Cornelia A. Clark, and Justices Janice M. Holder,
Gary R. Wade, and Sharon G. Lee joined.  A copy of the decision is
available at http://is.gd/V8ak2jfrom Leagle.com.

In June 1992, Wendell P. Baugh, III and Laura W. Baugh acquired
Precision Services, Inc. from Ronald C. and Gayla J. Miller for
$340,000.  Precision Services was in the business of aligning
large pieces of industrial machinery and printing presses to
increase their efficiency.  The Millers agreed to finance the
transaction.  Following the sale, Mr. Baugh managed the day-to-day
operations of the company.  Ms. Baugh did not play an active role
in the business.

On July 22, 2010, the Baughs filed a voluntary Chapter 11
bankruptcy petition in the United States Bankruptcy Court for the
Middle District of Tennessee.

Wendell P. Baugh and Laura W. Baugh, in Brentwood, Tenn., filed
for Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 10-07669) on
July 22, 2010, Judge Marian F. Harrison presiding.  Robert L.
Scruggs, Esq. -- bankruptcy@scruggs-law.com -- serves as
bankruptcy counsel.  In their joint petition, the Baughs estimated
$1 million to $10 million in both assets and debts.


WESTERN IOWA ENERGY: Posts $1.2 Million First Quarter Net Loss
--------------------------------------------------------------
Western Iowa Energy, LLC, filed its quarterly report on Form 10-Q,
reporting a net loss of $1.21 million on $8.89 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $930,802 on $3.54 million of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$34.36 million in total assets, $9.22 million in total
liabilities, and members' equity of $25.14 million.

As reported in the TCR on April 5, 2011, Eide Bailly LLP, in Sioux
Falls, South Dakota, expressed substantial doubt about Western
Iowa Energy's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the federal blender's tax credit expires on Dec. 31, 2011.  "The
elimination or reduction in the credit may materially impair the
Company's ability to profitably produce and sell biodiesel.  As a
result of these factors, the Company warm idled its facility in
April 2010 and has had reduced production during 2010."

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

                       http://is.gd/5uOH6X

Wall Lake, Iowa-based Western Iowa Energy, LLC
-- http://www.westerniowaenergy.com/-- is an Iowa limited
liability company formed on Sept. 21, 2004, for the purpose of
developing, constructing, and operating a biodiesel manufacturing
facility in Sac County, Iowa.  The Company's biodiesel production
plant first commenced operations in May 2006.


WESTMORELAND COAL: Seven Directors Elected at Annual Meeting
------------------------------------------------------------
The Annual Meeting of Stockholders was held at the corporate
headquarters of Westmoreland Coal Company on May 24, 2011.  As of
the close of business on the record date for the meeting, which
was March 28, 2011, there were 13,137,193 shares of common stock
and 640,515 depositary shares outstanding and entitled to vote at
the meeting.  Each share of common stock and each depositary share
was entitled to one vote per share.

Seven directors were elected to the Board of Directors to serve
for a one-year term:

   (1) Keith E. Alessi
   (2) Thomas J. Coffey
   (3) Michael R. D'Appolonia
   (4) Gail E. Hdamilton
   (5) Richard M. Klingaman
   (6) Jan B. Packwood
   (7) Robert C. Scharp

Stockholders also approved the:

   (a) ratification of the appointment by the Audit Committee of
       Ernst & Young LLP as principal independent auditor for
       fiscal year 2011;

   (b) proposal for an advisory vote on executive compensation;
       and

   (c) proposal for an advisory vote on executive compensation on
       an annual basis.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company's balance sheet at March 31, 2011, showed $787.98
million in total assets, $294.36 million in total debt and a
$173.92 million total deficit.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WILLIAM H HOEFLING: RBC Claim Subject to Sec. 707 Discharge
-----------------------------------------------------------
RBC Bank USA commenced an adversary proceeding on Oct. 22, 2009,
asking the Court to find that the $753,000 secured claim owed by
William H. Hoefling is non-dischargeable pursuant to 11 U.S.C.
Sec. 523(a)(2)(B).  The Bankruptcy Court granted partial summary
judgment on Oct. 22, 2010 with regard to 11 U.S.C. section
523(a)(2)(B)(i) and 11 U.S.C. section 523(a)(2)(B)(ii), finding
that the Debtor obtained money, property or services, or an
extension, renewal, or refinancing of credit from the RBC through
the use of a materially false, financial statement in writing,
which is the "Uniform Residential Loan Application" -- New
Application -- submitted by the Debtor in connection with a
Modified Note executed on March 1, 2008.  The Court's Oct. 22,
2010 opinion on the motion for summary judgment narrowed the
issues to be determined at trial to: "a. whether
Plaintiff/Creditor reasonably relied on the Debtor/Defendant's
materially false, written financial statement . . ., as
contemplated by 11 U.S.C. section 523(a)(2)(B)(iii); b. whether
the Defendant/Debtor caused or made to be published the materially
false financial statement in writing . . . with intent to deceive
the Plaintiff/Creditor as contemplated by 11 U.S.C. section
523(a)(2)(B)(iv).

In a May 23, 2011 Memorandum Opinion, Bankruptcy Judge Kathryn C.
Ferguson held that RBC failed to prove by a preponderance of the
evidence that it actually and reasonably relied on the factual
assertions of the New Application.  Thus, RBC's non-
dischargability action against the Debtor fails because RBC did
not prove the existence of the elements as required by 11 U.S.C.
Sec. 523(a)(2)(B)(iii).  Therefore, the Court holds that the debt
will be discharged under 11 U.S.C. Sec. 707.

The case is RBC Bank (USA), v. William H. Hoefling, Adv. Proc. No.
09-2669 (Bankr. D.N.J.).  A copy of Judge Ferguson's decision is
available at http://is.gd/ILqvf1from Leagle.com.

On Aug. 25, 2009, William H. Hoefling filed a voluntary chapter 11
petition (Bankr. D. N.J. Case No. 09-32214).  On April 26, 2010,
the Court converted the Debtor's case to a Chapter 7 proceeding
pursuant to 11 U.S.C. Sec. 1112(b).  The Debtor and his Wife,
Carol Hoefling obtained a mortgage from RBC Bank USA for real
property located at 19877 Markwood Crossing in Estero, Florida, on
Nov. 30, 2006.

RBC is represented by:

          Karl J. Norgaard, Esq.
          STERN, LAVINTHAL, FRANKENBERG & NORGAARD, LLC
          184 Grand Avenue
          Englewood, NJ 07631-3507
          Tel: 201-871-1333
          Fax: 201-871-3161
          E-mail: gnorgaard@sternlaveng.com

The Debtor is represented by:

          Timothy P. Neumann, Esq.
          BROEGE, NEUMANN, FISCHER & SHAVER, LLC
          25 Abe Voorhees Drive
          Manasquan, NJ 08736
          Tel: 732-722-5763
          Toll Free: 877-571-5074
          Fax: 732-223-2416


WIRELESS NOW: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wireless Now, Inc.
        11316 West Lincoln Highway
        Mokena, IL 60448

Bankruptcy Case No.: 11-22533

Chapter 11 Petition Date: May 27, 2011

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

Judge: John H. Squires

Debtor's Counsel: William J Factor, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                  Fax: (847) 574-8233
                  E-mail: wfactor@wfactorlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-22533.pdf

The petition was signed by Michael Montijo, president.


WORLD HEALTH: Posts $28,200 Net Loss in First Quarter
-----------------------------------------------------
World Health Energy Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $28,228 for the three months
ended March 31, 2011, compared with a net loss of $9,699 for the
same period last year.

Revenues for the quarter ended March 31, 2011, were $0 as compared
to $0 for the quarter ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$48.3 million in total assets, $103,079 in total liabilities, all
current, and stockholders' equity of $48.2 million.

Hamilton, PC, in Denver, Colorado, expressed substantial doubt
about World Health Energy Holdings' 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/hQkCWX

West Palm Beach Fla.-based World Health Energy Holdings, Inc.,
formerly Advanced Plant Pharmaceuticals, Inc., focuses on the sale
of plant based dietary health supplements.  The Company owns the
rights to a thirteen step manufacturing process which utilizes
whole plants to manufacture all natural dietary supplements.  The
Company intends to use this process to manufacture products for
distribution worldwide.


XZERES CORP: Silberstein Ungar Raises Going Concern Doubt
---------------------------------------------------------
XZERES Corp. filed on its annual report on Form 10-K for the
fiscal year ended Feb. 28, 2011.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES Corp.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses from operations, has negative working capital,
and is in need of additional capital to grow its operations so
that it can become profitable.

The Company reported a net loss of $5.1 million on $1.5 million of
revenues for the fiscal year ended Feb. 28, 2011, compared with a
net loss of $68,378 for 2009 on $0 revenue for the fiscal year
ended Feb. 28, 2010.

The Company expects further net losses in the near future as a
result of increased operating expenses until it's able to increase
the sale of its products and achieve higher revenues.

The Company's balance sheet at Dec. 31, 2010, showed $3.4 million
in total assets, $970,057 in total liabilities, all current, and
stockholders' equity of $2.4 milion.

A copy of the Form 10-K is available at http://is.gd/xVQgjR

XZERES Corp. is located in Portland, Oregon, and was originally
incorporated in the state of New Mexico in January of 1984.  The
Company was engaged in the natural gas and asphalt businesses
until 2007, at which time it liquidated its assets and operations
and distributed the net proceeds to its shareholders after paying
its debts.  On Oct. 2, 2008, the Company re-domiciled from New
Mexico to Nevada in anticipation of pursuing the wind turbine
business.  The Company commenced operations in the wind turbine
business in the fiscal quarter ended May 31, 2010.

The Company formed two subsidiaries during the year ended Feb. 28,
2011.  XZERES Energy Services Corp. was incorporated in Nevada in
January 2011 and XZERES Wind Europe Limited was formed in Ireland
in October 2010.

The Company is in the business of designing, developing, and
marketing small wind turbine systems and related equipment for
electrical power generation, specifically for use in residential,
small business, rural electric utility systems, other rural
locations, and other infrastructure applications.  The Company
employs proprietary technology, including power electronics,
alternator design, and blade design to increase performance,
reliability, and sound suppression.  The Company also works with
manufacturers of inverters, lightning protection equipment and
towers to integrate their equipment into the Company's products.


ZALE CORP: Incurs $8.99 Million Net Loss in April 30 Quarter
------------------------------------------------------------
Zale Corporation reported a net loss of $8.99 million on $411.84
million of revenue for the three months ended April 30, 2011,
compared with a net loss of $12.09 million on $359.84 million of
revenue for the same period during the prior year.  The Company
also reported a net loss of $79.66 million on $1.36 billion of
revenue for the nine months ended April 30, 2011, compared with a
net loss of $65.15 million on $1.27 billion of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2011, showed $1.19
billion in total assets, $947.27 million in total liabilities and
$246.03 million in stockholders' investment.

"We continue to make progress in our multi-year initiatives to
return the Company to profitability," commented Theo Killion,
chief executive officer.  "Our results validate that the work
we've done to improve our marketing, our product and our guest
experience is beginning to take hold."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/gh5A3b

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZHONG WEN: Reports $48,500 Net Income in First Quarter
------------------------------------------------------
Zhong Wen International Holding Co, Ltd., filed its quarterly
report on Form 10-Q, reporting net income of $48,492 on $92,037 of
revenue for the three months ended March 31, 2011.

The Company's balance sheet at March 31, 2011, showed
$1.23 million in total assets, $1.26 million in total liabilities,
all current and a stockholders' deficit of $34,961.

HLB Hodgson Impey Cheng, in Hong Kong, expressed substantial doubt
about Zhong Wen Internationalo Holding Co.'s ability to continue
as a going concern, following the Company's results for the period
from May 24, 2010 (inception) to Dec. 31, 2010.  The independent
auditors noted that the Company has suffered losses from
operations and has a net capital deficiency as of Dec. 31, 2010.

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

                       http://is.gd/Iu4Lnl

Hong Kong-based Zhong Wen International Holding Co., Ltd., was
incorporated in the State of Delaware on May 24, 2010.  The
Company's business is equipment products procurement for the
construction industry, and project  consultation for construction
projects.  During the first quarter of fiscal year 2011, the
Company was no longer considered to be in development stage.


* Thorp Reed & Armstrong Expands Philadelphia Office
----------------------------------------------------
Thorp Reed & Armstrong, LLP continues to increase the firm's
presence in the Philadelphia market with the addition of two new
partners, David A. Nasatir and Jonathan W. Hugg.

The additions are in line with Thorp Reed's continued focus on
expanding the firm's Philadelphia office and growing its thriving
practice areas.  Mr. Nasatir, who concentrates his practice in the
areas of business, finance, and real estate law, will join as
partner in the firm's Financial & Real Estate Transactions
Department.  As a partner in the Litigation Department, Mr. Hugg
will focus his practice on commercial and appellate litigation,
with an emphasis on financial institution, regulatory enforcement,
defamation, and lender liability matters.

"Dave and Jonathan bring great skill and expertise to our firm and
we are thrilled to welcome them on board as the newest members of
our growing Philadelphia office," said Jeffrey J. Conn, Managing
Partner of Thorp Reed.  "This move is in line with our strategy to
continue to strengthen our core practice areas of commercial and
real estate finance transactions, bankruptcy and financial
restructuring, corporate and business law, and litigation.  We
continue to identify key areas of opportunity for the firm, with a
strong focus on the Philadelphia region."

"Thorp Reed is committed to continued growth in Philadelphia, and
bringing in talented attorneys with a proven record of success in
the region is an important component of that strategy," noted
Joseph M. Donley, Partner-in-Charge of Thorp Reed's Philadelphia
office.  "Jonathan and Dave fit that mold exactly, both bringing
significant experience that will make them immediate contributors.
Not only do their professional goals fit in with Thorp Reed's
long-term strategic focus, but their particular areas of expertise
complement our firm's existing strengths in litigation, corporate
and real estate finance, and business law, while further expanding
the breadth and depth of services Thorp Reed offers throughout the
Northeast Corridor."

Since its establishment in 1998, Thorp Reed's Philadelphia office
has grown to include attorneys practicing in diverse areas of law,
including; litigation, finance, insurance and reinsurance, real
estate, intellectual property, transportation, labor and
employment, and international law.  Thorp Reed recently extended
its regional presence with the opening of a new office location in
Wilmington, Delaware.

Prior to joining Thorp Reed, Mr. Nasatir was vice chair of the
Business and Finance department at Obermayer Rebmann Maxwell &
Hippel LLP.  He concentrates his practice in the areas of
creditors' rights, lender liability, finance, municipal law,
business law, and real estate development.  His experience
includes handling the workout of complex financing projects and
structuring of multi-million dollar real estate developments, as
well as counseling clients on public finance, zoning, and general
corporate and real estate issues.

Mr. Nasatir currently serves on both the Disciplinary Board of the
Supreme Court of Pennsylvania and the Pennsylvania Industrial
Development Authority Board of Directors.  He is active in
numerous civic associations and has served on the board of
directors at a variety of organizations, including the
Harleysville Pennsylvania Rotary Club, Montgomery County
Development Corporation, Norristown Initiative, Spring Mill Fire
Company in Whitemarsh, PA, and the George Washington Carver
Community Center in Norristown, PA.

He earned his B.A., magna cum laude, from Georgetown University,
and his J.D., cum laude, from the University of Pennsylvania
School of Law.  Mr. Nasatir previously served as a law clerk for
the Hon. Lawrence S. Margolis of the U.S. Court of Federal Claims.
He is a frequent lecturer and member of the American,
Pennsylvania, Philadelphia, and District of Columbia Bar
Associations.

Mr. Hugg comes to Thorp Reed from the Litigation department of
Obermayer Rebmann Maxwell & Hippel LLP.  His practice is focused
on commercial and appellate litigation, with an emphasis on
financial institution, regulatory enforcement, defamation, and
lender liability matters.  He frequently counsels and represents
companies and their directors, officers, and employees involved in
investigations and prosecutions by federal and state authorities.

Mr. Hugg previously served as an Assistant District Attorney in
the Appeals Unit of the Philadelphia District Attorney's Office,
where he prosecuted more than 130 matters, both as appellee and
appellant, before the Pennsylvania Supreme and Superior Courts.

He currently sits as a Senior Hearing Committee Member serving the
Disciplinary Board of the Supreme Court of Pennsylvania and
regularly speaks regarding lender liability issues.  Mr. Hugg
earned his B.A., with honors, from Swarthmore College and his J.D.
from Boston College Law School.  He is admitted to practice in
Pennsylvania, the United States District Court for the Eastern
District of Pennsylvania, and the United States Court of Appeals
for the Third Circuit.

                About Thorp Reed & Armstrong

Since 1895, Thorp Reed & Armstrong LLP has been a premier
Pennsylvania-based law firm, which has grown to include offices in
Philadelphia; Wilmington, Delaware; Princeton, New Jersey; and
Wheeling, West Virginia in addition to the firm's main office in
Pittsburgh.  Earning the respect, trust and appreciation of
clients, peers and those who live in our communities, Thorp Reed &
Armstrong attorneys have gained a reputation as lawyers who
exemplify the profession's best qualities.  The firm supports a
wide variety of clients' needs within the practice areas of
corporate law, litigation, and financial and real estate
transactions.


* Judge: Foreclosure of Stalled Manhattan Condo May Proceed
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge has
authorized the lender to a Manhattan high-rise condominium project
that never got off the ground to proceed with a pending
foreclosure of the property now that a would-be buyer has dropped
its offer.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***